Securities Registration: Employee Benefit Plan (s-8)

Registration No. 333-_____

As filed with the Securities and Exchange Commission on November 13, 2018

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

TAT TECHNOLOGIES LTD.

(Exact name of registrant as specified in its charter)

Israel	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

P.O. BOX 80, Gedera 70750 Israel
(Address of Principal Executive Offices) (Zip Code)

TAT Technologies Ltd. 2012 Stock Option Plan

(Full title of the plans)

Chief Executive Officer Limco-Piedmont, Inc. 5304 S. Lawton Avenue Tulsa, Oklahoma 74107
(Name and address of agent for service)

918-445-4300
(Telephone number, including area code, of agent for service)

Copies to:
	Idan Lidor, Adv. Naschitz, Brandes, Amir & Co. 5 Tuval Street Tel-Aviv 6789717, Israel Tel: 972 3-623-5000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated filer £ Accelerated filer £ Non-accelerated filer S Smaller Reporting Company £

CALCULATION OF REGISTRATION FEE

Title of securities to be registered		Amount to be registered (1)				Proposed maximum offering price per share				Proposed maximum aggregate offering price				Amount of registration fee (2)
Ordinary Shares, par value NIS 0.90 New Israeli Shekels per share, to be issued under the TAT Technologies Ltd. 2012 Stock Option Plan			300,000	(3)		$	6.98	(4)		$	2,094,270	(5)		$	253.826

(1)

This Registration Statement covers Ordinary Shares of TAT Technologies, Ltd. (the “Registrant”): (i) issuable pursuant to the exercise of options granted prior to the date hereof under the TAT Technologies Ltd. Amended and restated 2012 Stock Option Plan (the “Plan”), (ii) to be issued under the Plan, and (iii) pursuant to Rule 416(a) of the Securities Act of 1933, as amended, any additional shares of Ordinary Shares, which become issuable under the Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration which results in an increase in the number of the outstanding shares of the Registrant’s Ordinary Shares.

(2)	Calculated pursuant to Section 6(b) of the Securities Act of 1933, as amended, as follows: proposed maximum aggregate offering price multiplied by 0.0001212.

(3)	Issuable under options and other share incentive awards that may be granted in the future under the Plan.

(4)	Estimated in accordance with Rule 457(h) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee on the basis of the weighted average exercise price (rounded to the nearest cent) of the options outstanding under the Plan.

(5)

Estimated in accordance with Rule 457(c) and (h) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee on the basis of $ 6.98 per share, which represents the average of the high and low price of the Registrant’s Ordinary Shares as reported on the NASDAQ Global Market on November 12, 2018.

___________________________

This Registration Statement shall become effective immediately upon filing as provided in Rule 462 under the Securities Act of 1933.

E XPLANATORY NOTE

The purpose of this Registration Statement on Form S-8 is to register an additional 300,000 Ordinary Shares for issuance under the Registrant’s 2012 Stock Option Plan, or the Plan. In accordance with General Instruction E of Form S-8, the content of the Registrant’s Registration Statement on Form S-8 (Files No. 333- 189758, 333-208990 and 333-219031) filed with the Securities and Exchange Commission on July 2, 2013, January 14, 2016 and June 29, 2017, is incorporated herein by reference and the information required by Part II is omitted, except as supplemented by the information set forth below.

Item 8.

EXHIBITS.

4.1

Memorandum of Association of the Registrant. *

4.2

Articles of Association of the Registrant, as amended and restated. **

4.3

Specimen Certificate for Ordinary Shares. *

4.4

Amended and restated company's 2012 Stock Option***

4.5

Form of 102 Stock Option Agreement (Israel).

4.6

Form of Stock Option Agreement (US).

5.1

Opinion of Naschitz, Brandes, Amir & Co., Advocates.

23.1

Consent of Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited.

23.2

Consent of Naschitz, Brandes, Amir & Co., Advocates (included in Exhibit 5.1).

24.1

Power of Attorney (included on the signature page of this Registration Statement).

______________________________________

Filed as Exhibit 1.2 to the Registrant’s Annual Report on Form 20-F for the year ended December 31, 1992 and incorporated herein by reference .

Filed as Appendix B of Exhibit 1 to the Registrant’s Proxy Statement for Annual and Extraordinary General Meeting filed with the Securities and Exchange Commission on August 30, 2018 , and incorporated herein by reference .

***

Filed as Appendix C of Exhibit 1 to the Registrant’s Proxy Statement for Annual and Extraordinary General Meeting filed with the Securities and Exchange Commission on August 30, 2018 , and incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Gedera, State of Israel on November 13, 2018 .

TAT Technologies Ltd.

By: /s/ Ehud Ben-Yair

Name: Ehud Ben-Yair

Title: Chief Financial Officer