As
filed with the Securities and Exchange Commission on August 25,
2022
Registration No. 333-264612
Registration No. 333-253994
Registration No. 333-237291
Registration No. 333-231985
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO:
Form S-8 Registration Statement No. 333-264612
Form S-8 Registration Statement No. 333-253994
Form S-8 Registration Statement No. 333-237291
Form S-8 Registration Statement No. 333-231985
UNDER
THE SECURITIES ACT OF 1933
TUFIN SOFTWARE TECHNOLOGIES LTD.
(Exact name of
registrant as specified in its charter)
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Israel
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Not
Applicable
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(State or Other
Jurisdiction of
Incorporation
or Organization)
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(I.R.S.
Employer
Identification
Number)
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5
HaShalom Road, ToHa Tower
Tel
Aviv 6789205, Israel
(Address
of Principal Executive Offices) (Zip Code)
Tufin
Software Technologies Ltd. 2007 Israeli Share Option Plan (as
amended by the Global Addendum (Non-Israeli and Non-U.S.
Taxpayers))
Tufin
Software Technologies Ltd. 2008 U.S. Stock Plan
Tufin
Software Technologies Ltd. 2018 Equity-Based Incentive Plan
Tufin
Software Technologies Ltd. 2019 Equity-Based Incentive Plan
(Full title of
the plans)
Tufin
Software North America, Inc.
10
Summer Street, Suite 605
Boston,
Massachusetts 02110-1292
(Name and
address of agent for service)
+1
(877) 270-7711
(Telephone number, including area code, of agent for
service)
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Colin
J. Diamond, Esq.
Scott
Levi, Esq.
White
& Case LLP
1221
Avenue of the Americas
New
York, New York 10020-1095
Tel: +1
(212) 819-8200
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Dr.
Shachar Hadar, Adv.
Meitar
| Law Offices
16 Abba
Hillel Silver Rd.
Ramat
Gan 5250608, Israel
Tel:
+972-3-610-3100
Fax:
+972-3-610-3111
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Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, a smaller reporting company or an emerging
growth company. See the definitions of “large accelerated filer,”
“accelerated filer,” “smaller reporting company,” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☐
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Accelerated filer
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☒
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☒
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If an emerging growth company,
indicate by check mark if the registrant has elected not to use the
extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section
7(a)(2)(B) of the Securities Act. ☒
DEREGISTRATION OF UNSOLD SECURITIES
These Post-Effective Amendments are
being filed by Tufin Software Technologies Ltd., a company
organized under the laws of the State of Israel (the
“Registrant”), to withdraw from registration all unsold
ordinary shares, par value NIS 0.015, of the Registrant
(“Ordinary Shares”) that were registered on the following
Registration Statements on Form S-8 (each, a “Registration
Statement,” and collectively, the “Registration
Statements”) filed by the Registrant with the Securities and
Exchange Commission:
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Registration Statement on Form S-8 (File No. 333-231985),
filed on June 6, 2019, pertaining to registration of (i) 4,456,283
Ordinary Shares that were available for issuance upon the exercise
of options granted prior to the date thereof under the Registrant’s
2007 Israeli Share Option Plan (as amended by the Registrant’s
Global Addendum (Non-Israeli and Non-U.S. Taxpayers), the “2007
Plan”), (ii) 2,212,491 Ordinary Shares that were available for
issuance upon the exercise of options granted prior to the date
thereof under the Registrant's 2008 U.S. Stock Plan (the “2008
Plan”) (iii) 336,645 Ordinary Shares that were reserved for
issuance under the Registrant’s 2018 Equity-Based Incentive Plan
(the “2018 Plan”), (iv) 2,646,848 Ordinary Shares that were
reserved for issuance under the Registrant’s 2019 Equity-Based
Incentive Plan (the “2019 Plan” and together with the 2007
Plan, the 2008 Plan and the 2018 Plan, the “Plans”);
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Registration Statement on Form S-8 (File No. 333-237291),
filed on March 20, 2020, pertaining to registration of an
additional 1,761,512 Ordinary Shares, which were reserved for
issuance under the 2019 Plan;
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Registration Statement on Form S-8 (File No. 333-253994),
filed on March 8, 2021, pertaining to registration of an additional
1,798,624 Ordinary Shares, which were reserved for issuance under
the 2019 Plan; and
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Registration Statement on Form S-8 (File No. 333-264612),
filed on May 2, 2022, pertaining to registration of an additional
1,892,556 Ordinary Shares, which were reserved for issuance under
the 2019 Plan.
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On April 5, 2022, the Registrant
entered into an Agreement and Plan of Merger (the “Merger
Agreement”) with Talon MidCo 3 Limited, a private company
incorporated in England and Wales with company registration number
14006063 (“Parent”), and Talon Merger Sub Ltd., a company
organized under the laws of the State of Israel and a wholly owned
subsidiary of Parent (“Merger Sub”), pursuant to which
Merger Sub merged with and into the Registrant , with the
Registrant surviving the merger as a wholly owned subsidiary of
Parent (the “Merger”). Parent and Merger Sub are
subsidiaries of investment funds advised by Turn/River Capital, a
U.S.-based private equity firm. The Merger became effective on
August 25, 2022.
In connection with the closing of
the Merger, the offerings of Ordinary Shares pursuant to the
Registration Statements have been terminated. Accordingly, the
Registrant hereby terminates the effectiveness of the Registration
Statements, and in accordance with undertakings made by the
Registrant in the Registration Statements to remove from
registration by means of a post-effective amendment any of the
securities that had been registered but remained unsold at the
termination of the offerings, hereby removes from registration any
and all securities registered but unsold under the Registration
Statements as of the date hereof.
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 Post-Effective
Amendment to the Registration Statements to be signed on its behalf
by the undersigned, thereunto duly authorized, in Tel Aviv, Israel,
on this 25th
day of August, 2022.
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Tufin Software
Technologies Ltd.
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By:
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/s/ Reuven Kitov
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Name: Reuven Kitov
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Title: Chief Executive Officer and
Chairman of the Board
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No other person is required to sign
this Post-Effective Amendment to the Registration Statements in
reliance upon Rule 478 of the Securities Act of 1933, as
amended.