Incredimail Ltd. - Securities Registration: Employee Benefit Plan (S-8)
30 Giugno 2008 - 12:05PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on June 30, 2008
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Registration No. 333-
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SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF
1933
INCREDIMAIL 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 No.)
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4 HaNechoshet Street, Tel Aviv, Israel
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69710
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(Address of Principal Executive Offices)
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(Zip Code)
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THE 2003 ISRAELI SHARE
OPTION PLAN
(Full title of the plan)
Jeff Holtzman
IncrediMail Inc.
211 East 43
rd
Street, Suite 2300
New York, NY 10017
(Name and address of agent for
service)
(212)682-1995
(Telephone number, including area code, of agent for service)
Copy to:
Michael Rimon
Meitar Liquornik Geva & Leshem Brandwein
16 Abba Hillel Silver Road
Ramat Gan 52506, Israel
Telephone No.: (972-3) 610-3100
Telecopier No.: (972-3) 610-3687
Approximate date of commencement of
proposed sale to public: From time to time after the effective date of this Registration
Statement.
CALCULATION OF REGISTRATION FEE
Title of Each Class of
Securities to be Registered
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Amount to
be Registered(1)
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Proposed Maximum
Offering Price
per Share
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Proposed Maximum
Aggregate Offering
Price
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Amount of
Registration Fee
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Ordinary Shares, par value NIS 0.01 per share
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1,000,000
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$
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2.98 (2)
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$
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2,980,000
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$
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117
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(1)
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This
registration statement shall also cover such indeterminate number of Ordinary
Shares as may be issued to prevent dilution resulting from stock dividends,
stock splits or similar transactions effected without the registrants
receipt of consideration, which transactions result in an increase in the
number of outstanding Ordinary Shares of the registrant, in accordance with
Rule 416 under the Securities Act of 1933, as amended (the Securities Act).
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(2)
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Estimated solely for the purpose
of calculating the registration fee on the basis of, pursuant to Rule 457(c) and (h)
under the Securities Act, the average of the high and low sale prices of the Ordinary
Shares on the Nasdaq Global Market on June 27, 2008 with respect to 1,000,000 Ordinary
Shares subject to future grants under the plan underlying this registration statement.
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EXPLANATORY NOTE
The contents of the registrants
Registration Statement on Form S-8, File No. 333-133968, filed with the Securities and
Exchange Commission on May 10, 2006, are hereby incorporated by reference into this
Registration Statement with the exception of Exhibits 5.1, 23.1, 23.2, and 24.1, which are
provided herewith.
ADDITIONAL
INFORMATION
On December 27, 2007, the number of
Ordinary Shares underlying the registrants 2003 Israeli Share Option Plan was
increased by 1,000,000 to a total of 2,368,000 Ordinary Shares.
PART II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
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Incorporation of Documents by Reference.
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The following documents filed by the
registrant with the Securities and Exchange Commission are hereby incorporated by
reference in this Registration Statement:
(a) Our
Annual Report on Form 20-F for the fiscal year ended December 31, 2007; and
(b) Our
report on Form 6-K filed on June 2, 2008, containing the registrants press release
of June 2, 2008 covering financial results of the registrant for the first quarter of
2008 (excluding all financial information not prepared in accordance with US generally
accepted accounting principles (GAAP), identified as Non-GAAP financial information or
measures).
In addition, all subsequent annual
reports filed on Form 20-F prior to the termination of this offering are incorporated by
reference into this Registration Statement. Also, we may incorporate by reference our
future reports on Form 6-K by stating in those Forms that they are being incorporated by
reference into this prospectus.
All documents subsequently filed by
the registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after
the date of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, are deemed to be incorporated by reference into this
Registration Statement and to be part hereof from the respective dates of filing of such
documents. Any statement contained in this Registration Statement or in a document
incorporated by reference shall be deemed modified or superseded to the extent that a
statement contained in any subsequently filed document which also is or is deemed to be
incorporated by reference herein or therein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed to constitute a part hereof,
except as so modified or superseded.
5.1
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Opinion
of Erdinast, Ben Nathan & Co., Advocates, Israeli counsel to the registrant, as to the
legality of the securities being offered under this Registration
Statement.
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23.1
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Consent
of Kost Forer Gabbay & Kasierer, Member of Ernst & Young Global.
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23.2
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Consent
of Erdinast, Ben Nathan & Co. (included in Exhibit 5.1).
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24.1
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Power
of Attorney (see Page II-1 of this Registration Statement).
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II-1
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 on Form S-8 to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Tel Aviv, State of Israel on
this 26 day of June, 2008.
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INCREDIMAIL LTD.
By: /s/ Ofer Adler
Ofer Adler
Chief Executive Officer
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POWER OF ATTORNEY
Each
person whose signature appears below constitutes and appoints Ofer Adler and Yacov
Kaufman, and each of them with power of substitution, as his attorney-in-fact, in all
capacities, to sign any amendments to this Registration Statement (including
post-effective amendments) and to file the same, with exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that said attorney-in-facts or their substitutes may do or cause to be done
by virtue hereof.
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 date indicated:
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Signature
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Title
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Date
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/s/ Ofer Adler
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Chief Executive Officer and Director
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Ofer Adler
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(principal executive officer)
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June 26, 2008
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/s/ Yacov Kaufman
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Chief Financial Officer (principal
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Yacov Kaufman
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financial and accounting officer)
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June 26, 2008
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/s/ Tamar Gottlieb
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Tamar Gottlieb
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Chairperson and Director
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June 26, 2008
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/s/ Yair M. Zadik
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Yair M. Zadik
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Director
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June 26, 2008
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/s/ Gittit Guberman
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Gittit Guberman
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Director
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June 26, 2008
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/s/ David Jutkowitz
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David Jutkowitz
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Director
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June 26, 2008
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/s/ James H. Lee
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James H. Lee
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Director
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June 26, 2008
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SIGNATURE OF
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant
to the Securities Act of 1933, the undersigned, the duly authorized representative in the
United States of IncrediMail Ltd., has signed this Registration Statement on Form S-8 on
June 26, 2008.
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INCREDIMAIL INC.
By: /s/ Jeff Holtzman
Jeff Holtzman
President
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EXHIBIT INDEX
Description
5.1
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Opinion
of Erdinast, Ben Nathan & Co., Advocates, Israeli counsel to the registrant, as to the
legality of the securities being offered under this Registration Statement.
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23.1
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Consent
of Kost Forer Gabbay & Kasierer, Member of Ernst & Young Global.
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23.2
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Consent
of Erdinast, Ben Nathan & Co. (included in Exhibit 5.1).
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24.1
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Power
of Attorney (see Page II-1 of this Registration Statement).
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II-3
Grafico Azioni Incredimail (NASDAQ:MAIL)
Storico
Da Giu 2024 a Lug 2024
Grafico Azioni Incredimail (NASDAQ:MAIL)
Storico
Da Lug 2023 a Lug 2024