Securities Registration: Employee Benefit Plan (s-8)
June 24 2015 - 1:51PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on June 24, 2015
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM S-8
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REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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RR Media Ltd.
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(Exact name of registrant as specified in its charter)
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Israel
(State or other jurisdiction of
incorporation or organization)
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Not applicable
(I.R.S. Employer
Identification No.)
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RR Media Building, Hanegev Street, POB 1056
Airport City 70100, Israel
(Address of Principal Executive Offices)
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Not applicable
(Zip Code)
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RR Media Ltd. 2006 Israel Equity Incentive Plan, as amended
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RR Media Inc.
157 Kimbles Road,
Hawley PA 18428
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(Name and address of agent for service)
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201-503-0208
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(Telephone number, including area code, of agent for service)
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Orna Naveh, Adv.
General Counsel and Company Secretary
RR Media Building
Hanegev Street, POB 1056
Airport City 70100, Israel
Telephone: (972) 3-928-0808
Facsimile: (972) 3-928-0765
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Tuvia J. Geffen, Adv.
Naschitz, Brandes, Amir & Co.
5 Tuval Street
Tel Aviv 6789717, Israel
Telephone: (972) 3-623-5000
Facsimile: (972) 3-623-5005
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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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated Filer o |
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Accelerated filer o |
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Non-accelerated Filer x (Do not check if a smaller reporting company) |
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Smaller reporting company o |
CALCULATION OF REGISTRATION FEE
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Title of securities
to be registered
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Amount to
be registered(1)
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Proposed
maximum offering
price per share(2)
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Proposed maximum
aggregate offering
price(2)
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Amount of
registration fee
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Ordinary shares, par value NIS 0.01per share
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500,000 |
(3) |
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$ |
7.165 |
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$ |
3,582,500 |
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$ |
416.29 |
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(1)
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Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement on Form S-8 (this “Registration Statement”) shall also cover an additional indeterminable number of ordinary shares which become issuable under the above-named plan by reason of any future share dividend, share split, recapitalization or other similar transaction effected without the receipt of consideration that results in an increase in the number of outstanding ordinary shares.
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(2)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) under the Securities Act, based upon $7.165, the average of the high and low sales prices of the registrant’s ordinary shares on the NASDAQ Global Select Market on June18, 2015.
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(3)
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Additional ordinary shares authorized for issuance pursuant to awards made under the RR Media Ltd. 2006 Israel Equity Incentive Plan as a result of a recent amendment to the Plan.
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EXPLANATORY NOTE
The purpose of this Registration Statement on Form S-8 is to register an additional 500,000 ordinary shares, par value NIS 0.01 per share (“Ordinary Shares”), of RR Media Ltd. (the “Registrant”) for issuance pursuant to awards under the RR Media Ltd.2006 Israel Equity Incentive Plan, as amended (the “Plan”). In accordance with General Instruction E of Form S-8, the contents of (i) the Registrant’s Registration Statement on Form S-8 (File No. 333-140936), filed with the Securities and Exchange Commission (the “Commission”) on February 28, 2007, to register 441,000 Ordinary Shares for issuance pursuant to awards under such Plan, (ii) the Registrant’s Registration Statement on Form S-8 (File No. 333-175357), filed with the Commission on July 6, 2011, to register 520,397 Ordinary Shares for issuance pursuant to awards under such Plan, (iii) the Registrant’s Registration Statement on Form S-8 (File No. 333-183324), filed with the Commission on August 15, 2012, to register 520,397 Ordinary Shares for issuance pursuant to awards under such Plan, and (iv) the Registrant’s Registration Statement on Form S-8 (File No. 333-191111), filed with the Commission on September 12, 2013, to register 200,000 Ordinary Shares for issuance pursuant to awards under such Plan, are incorporated herein by reference. On June 11, 2015, the Registrant amended the Plan to increase the number of Ordinary Shares that may be issued under the Plan by 500,000 to a total of 2,181,794 Ordinary Shares.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents and information filed with the Commission by the Registrant are incorporated herein by reference:
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the Registrant’s Annual Report on Form 20-F for the fiscal year ended December 31, 2014;
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the Registrant’s Reports on Form 6-K furnished to the Commission on March 16, 2015, April 10, 2015, May 11, 2015 and June 8, 2015; and
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the description of the Registrant’s Ordinary Shares contained in the Registrant’s Registration Statement on Form 8-A (File No. 001-33085) filed with the Commission pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended, on October 13, 2006.
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All documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment indicating that all of the securities offered hereunder have been sold or deregistering all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof (in the case of any Report on Form 6-K, if and to the extent the Registrant identifies in the Report that it is being incorporated by reference herein) from the date of filing of such documents. Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein or in any subsequently filed document that is also incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 8. Exhibits.
The following exhibits are filed herewith as part of this Registration Statement.
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4.1
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Memorandum of Association of the Registrant and an amendment thereto (translated from Hebrew)(incorporated herein by reference to Exhibit 3.1 to the Registrant’s Form F-1, Commission File No. 333-137930, filed on October 10, 2006).
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4.2
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Amendment to Memorandum of Association of the Registrant (translated from Hebrew)(incorporated herein by reference to Exhibit 3.5 to the Registrant’s Form F-1, Commission File No. 333-137930, filed on October 10, 2006).
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4.3
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Amended and Restated Articles of Association of the Registrant (incorporated herein by reference to Exhibit 99.1 to the Registrant’s Form 6-K for November 13, 2013, filed on November 19, 2013).
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4.4
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RR Media Ltd. 2006 Israel Equity Incentive Plan (incorporated herein by reference to Exhibit 10.2 to the Registrant’s Form F-1, Commission File No. 333-137930, filed on October 10, 2006).
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4.5
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Amendment to RR Media Ltd.2006 Israel Equity Incentive Plan, dated May 15, 2011 (incorporated herein by reference to Exhibit 4.4 to the Registrant’s Form S-8, Commission File No. 333-175357, filed on July 6, 2011).
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4.6
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Amendment No. 2 to RR Media Ltd. 2006 Israel Equity Incentive Plan, dated June 26, 2012 (incorporated herein by reference to Exhibit 4.6 to the Registrant’s Form S-8, Commission File No. 333-183324, filed on August 15, 2012).
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4.7
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Amendment No. 3 to RR Media Ltd. 2006 Israel Equity Incentive Plan, dated August 27, 2013 (incorporated herein by reference to Exhibit 4.7 to the Registrant’s Form S-8, Commission File No. 333-191111, filed on September 12, 2013).
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4.8
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Amendment No. 4 to RR Media Ltd. 2006 Israel Equity Incentive Plan, dated January 28, 2015 (incorporated herein by reference to Exhibit 4.6 to the Registrant’s Annual Report on Form 20-F for the year ended December 31, 2014, filed on March 16, 2015).
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4.9
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Amendment No. 5 to RR Media Ltd. 2006 Israel Equity Incentive Plan, dated June 11, 2015.
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5.1
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Opinion of Naschitz, Brandes, Amir & Co., Advocates.
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23.1
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Consent of Naschitz, Brandes, Amir & Co., Advocates (included in Exhibit 5.1).
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23.2
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Consent of Somekh Chaikin, Member Firm of KPMG International, Independent Registered Public Accounting Firm.
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24.1
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Power of Attorney (on signature page).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Airport City, Israel, on June 24, 2015.
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RR Media Ltd.
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By:
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/s/ Avi Cohen |
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Avi Cohen
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Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints DR. SHLOMO SHAMIR, AVI COHEN and SHMULIK KOREN, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and his name, place and stead, and in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting to said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
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Title |
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/s/ Dr. Shlomo Shamir
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Dr. Shlomo Shamir
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Chairman of the Board
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/s/ Avi Cohen
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Chief Executive Officer
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Avi Cohen
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(Principal Executive Officer)
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/s/ Shmulik Koren
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Chief Financial Officer
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Shmulik Koren
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(Principal Financial and Accounting Officer)
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/s/ David Assia
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Director
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| David Assia |
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/s/ Harel Beit-On
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Director
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| Harel Beit-On |
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/s/ Yigal Berman
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Director
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Yigal Berman
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| ______________ |
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Director
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| Vered Levy-Ron |
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| ______________ |
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Director
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Alex Milner
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/s/ Ron Oren
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Director
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Ron Oren
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/s/ Tim Richards
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Director
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| Tim Richards |
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/s/ David Rivel
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Director
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David Rivel
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/s/ Yaron Sheinman
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Director
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Yaron Sheinman
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/s/ Ayal Shiran
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Director
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Ayal Shiran
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Authorized Representative in the United States
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RR Media Inc.
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By: Douglas Parrish
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President RR Media Inc.
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4.1
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Memorandum of Association of the Registrant and an amendment thereto (translated from Hebrew)(incorporated herein by reference to Exhibit 3.1 to the Registrant’s Form F-1, Commission File No. 333-137930, filed on October 10, 2006).
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4.2
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Amendment to Memorandum of Association of the Registrant (translated from Hebrew)(incorporated herein by reference to Exhibit 3.5 to the Registrant’s Form F-1, Commission File No. 333-137930, filed on October 10, 2006).
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4.3
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Amended and Restated Articles of Association of the Registrant (incorporated herein by reference to Exhibit 99.1 to the Registrant’s Form 6-K for November 13, 2013, filed on November 19, 2013).
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4.4
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RR Media Ltd. 2006 Israel Equity Incentive Plan (incorporated herein by reference to Exhibit 10.2 to the Registrant’s Form F-1, Commission File No. 333-137930, filed on October 10, 2006).
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4.5
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Amendment to RR Media Ltd.2006 Israel Equity Incentive Plan, dated May 15, 2011 (incorporated herein by reference to Exhibit 4.4 to the Registrant’s Form S-8, Commission File No. 333-175357, filed on July 6, 2011).
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4.6
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Amendment No. 2 to RR Media Ltd. 2006 Israel Equity Incentive Plan, dated June 26, 2012 (incorporated herein by reference to Exhibit 4.6 to the Registrant’s Form S-8, Commission File No. 333-183324, filed on August 15, 2012).
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4.7
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Amendment No. 3 to RR Media Ltd. 2006 Israel Equity Incentive Plan, dated August 27, 2013 (incorporated herein by reference to Exhibit 4.7 to the Registrant’s Form S-8, Commission File No. 333-191111, filed on September 12, 2013).
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4.8
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Amendment No. 4 to RR Media Ltd. 2006 Israel Equity Incentive Plan, dated January 28, 2015 (incorporated herein by reference to Exhibit 4.6 to the Registrant’s Annual Report on Form 20-F for the year ended December 31, 2014, filed on March 16, 2015).
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4.9
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Amendment No. 5 to RR Media Ltd. 2006 Israel Equity Incentive Plan, dated June 11, 2015.
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5.1
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Opinion of Naschitz, Brandes, Amir & Co., Advocates.
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23.1
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Consent of Naschitz, Brandes, Amir & Co., Advocates (included in Exhibit 5.1).
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23.2
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Consent of Somekh Chaikin, Member Firm of KPMG International, Independent Registered Public Accounting Firm.
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24.1
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Power of Attorney (on signature page).
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RR Media Ltd.
Amendment No. 5 to 2006 Israel Equity Incentive Plan
Adopted June 11, 2015
The RR Media Ltd. 2006 Israel Equity Incentive Plan (the “Plan”) is hereby amended as follows (the “Amendment”):
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1.
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The first sentence of Section 3(a) of the Plan is deleted in its entirety and replaced with the following:
“Subject to the provisions of Section 18 of the Plan, the maximum aggregate number of Shares which may be issued under the Plan is 2,181,794 Shares.”
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2.
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Except as explicitly amended by this Amendment, all other terms of the Plan shall remain in full force and effect.
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Tel-Aviv, June 24, 2015
RR Media Ltd.
RR Media Building
Hanegev Street, POB 1056
Airport City 70100
Israel
Ladies and Gentlemen:
RR Media Ltd., a company organized under the laws of the State of Israel (the “Company”), has filed with the Securities and Exchange Commission a Registration Statement on Form S-8 (the “Registration Statement”), for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), an additional 500,000 of its Ordinary Shares, par value NIS 0.01 per share (the “Shares”), issuable under the RR Media Ltd. 2006 Israel Equity Incentive Plan, as amended (the “Plan”).
As special Israeli counsel to the Company, we have examined such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purpose of our opinion. Upon the basis of such examination, we are of the opinion that, when the Shares are issued and sold pursuant to the terms of the Plan and in accordance with the Registration Statement, the Shares will be legally and validly issued, fully paid and non-assessable.
The opinion expressed herein is limited to Israeli law, and we not express any opinion as to the laws of any other jurisdiction.
We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.
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Very truly yours,
Naschitz, Brandes, Amir & Co., Advocates
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CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors
RR Media Ltd. (Formerly “RRsat Global Communications Network Ltd.”)
We consent to the use of our report dated March 15, 2015, with respect to the consolidated balance sheets of RR Media Ltd. (formerly “RRsat Global Communications Network Ltd.) and subsidiaries as of December 31, 2014 and 2013, and the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2014, incorporated herein by reference.
Somekh Chaikin
Certified Public Accountants (Israel)
Member Firm of KPMG International
Tel-Aviv, Israel
June 24, 2015
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