S-8

As filed with the Securities and Exchange Commission on, May 11, 2011

Registration No. 333-____________

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CAMTEK LTD.

(Exact name of Registrant as specified in its charter)

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

Industrial Zone

P.O. Box 544

Migdal Ha’Emek 23150, Israel

(972) 4-604-8100

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Camtek Ltd. 2003 Share Option Plan

Camtek Ltd. 2003 Share Option Plan - Sub-Plan for Grantees Subject to United States Taxation

Camtek Ltd. 2003 Share Option Plan - Sub-Plan for Grantees Subject to Israeli Taxation

 (Full title of the Plans)

Camtek USA, Inc.

2000 Wyatt Dr.,

Santa Clara, CA 95054

(Name and address of agent for service)

(408) 986-9640

 (Telephone number, including area code, of agent for service)

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.

Large accelerated filer  o	Accelerated Filer  o
Non-accelerated filer    x	Smaller reporting company  o

Copies of all communications, including all communications sent to the agent for service, should be sent to:

Richard H. Gilden Kramer Levin Naftalis & Frankel LLP 1177 Avenue of the Americas New York, New York 10036 Tel: 212-715-9486 Fax: 212-715-8085 Shelly Blatt Zak, Adv. Shibolet & Co. Museum Tower, 4 Berkowitz Street, Tel-Aviv 64238, Israel Tel: + 972-3-777-8333

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered(1)(2)	Proposed Maximum Offering Price per Share(3)	Proposed Maximum Aggregate Offering Price(3)	Amount of Registration Fee(3)
Ordinary Shares, NIS 0.01 par value	600,000 shares	$3.28(*)	$1,968,000(*)	$228.48(*)

(1) 600,000 Ordinary Shares to be registered under the Camtek Ltd. 2003 Share Option Plan and its sub-plans.

(2)This Registration Statement shall also cover any additional Ordinary Shares which become issuable under the Registrant’s  2003 Share Option Plan, by reason of any share 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 Registrant’s Ordinary Shares.

(3) Estimated in accordance with Rule 457(c) and 457(h) of the Securities Act of 1933, as amended, solely for the purpose of calculating the filing fee on the basis of $3.28 per share, which represents the average of the high and low prices of the Ordinary Shares as reported on  the NASDAQ Global Market on May 9, 2011, which is within five (5) business days prior to the date of this Registration Statement.

EXPLANATORY NOTE

On February 26, 2004, Camtek Ltd. (the “Registrant”) filed with the Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-8 (File No. 333-113139) relating to 998,800 ordinary shares to be offered and sold under the Registrant’s 2003 Share Option Plan, 2003 Share Option Plan - Sub-Plan for Grantees Subject to United States Taxation, and 2003 Share Option Plan - Sub-Plan for Grantees Subject to Israeli Taxation (the “Plans”).

The contents of such prior Registration Statement is incorporated herein by reference into this Registration Statement.

This Registration Statement relates to an additional 600,000 ordinary shares to be offered and sold under the Plans.

PART II

Information Required in the Registration Statement

Item 8.  Exhibits

The following exhibits are filed herewith:

Exhibit Number	Description
5.0	Opinion of Shibolet & Co.
23.1	Consent of Shibolet & Co. (contained in their opinion constituting Exhibit 5.0).
23.2	Consent of Somekh Chaikin, Independent Registered Public Accounting Firm, a member firm of KPMG International.
24.1	Power of Attorney (included in signature page).

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 the City of Migdal Ha’Emek, Israel on this 11 day of May, 2011.

CAMTEK LTD.
By:	/s/ Roy Porat
	Roy Porat
	Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

That each person whose signature appears below, does hereby constitute and appoint Roy Porat and Mira Rosenzweig and each of them acting alone, the lawful attorneys-in-fact and agents with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and any one of them acting alone, determine may be necessary or advisable or required to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement.  Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms that any or all said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof.  This Power of Attorney may be signed in several counterparts.

IN WITNESS WHEREOF, each of the undersigned have executed this power of attorney as of the date indicated.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Roy Porat
Roy Porat	Chief Executive Officer (Principal Executive Officer)	May  11, 2011
/s/ Rafi Amit
Rafi Amit	Active Chairman of the Board of Directors	May  11, 2011
/s/ Mira Rosenzweig
Mira Rosenzweig	Vice President and Chief Financial Officer (Principal Accounting Officer)	May  11, 2011
/s/ Yotam Stern
Yotam Stern	Executive Vice President, Business & Strategy and Director	May  11, 2011

II-2

Signature	Title	Date
/s/ Gabriela Heller

Gabriela Heller	Director	May  11, 2011
/s/ Rafi Koriat
Rafi Koriat	Director	May  11, 2011
/s/ Eran Bendoly
Eran Bendoly	Director	May  11, 2011

AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Camtek USA, Inc. 2000 Wyatt Dr., Santa Clara, CA 95054 /s/ Roy Porat
Roy Porat	Director	May 11, 2011

II-3

EX-5.0

EXHIBIT 5.0

[Shibolet & Co. letterhead]

Tel Aviv, May 11, 2011

Camtek Ltd.

P.O. Box 631

Migdal Haemek, 10556

Israel

Re: Camtek Ltd. – Registration Statement on Form S-8 for the Registration of an Aggregate of 600,000 Ordinary Shares and Registrant’s 2003 Share Option Plan, 2003 Share Option Plan - Sub-Plan for Grantees Subject to United States Taxation, and 2003 Share Option Plan - Sub-Plan for Grantees Subject to Israeli Taxation.

Ladies and Gentlemen:

We have acted as Israeli counsel to Camtek Ltd., an Israeli company (the “Company”), in connection with the registration on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended, of an aggregate of 600,000 Ordinary Shares of the Company, par value of NIS 0.01 each (the “Shares”) authorized for issuance under the Company’s 2003 Share Option Plan, 2003 Share Option Plan - Sub-Plan for Grantees Subject to United States Taxation, and 2003 Share Option Plan - Sub-Plan for Grantees Subject to Israeli Taxation (the “Plans”).

This opinion is being furnished in accordance with the requirements of Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.

In our capacity as your Israeli counsel in connection with your preparation and filing of the Registration Statement, we have examined the Company’s Articles of Association, the Plans, and protocols of meetings of the board of directors of the Company and its shareholders with respect to the

Plans and the allocation of options to employees under the Plans, which were presented to us by the Company. We have assumed that the Company presented to us all such protocols and documents relating to or having any bearing on the Plans.

In connection with the authorization, issuance and sale of the Shares pursuant to the Plans, and for purposes of this opinion, we have assumed, without having conducted any independent investigation or verification, that the documents we examined are in full force and effect and have not been amended or otherwise modified and that all actions, resolutions, documents and other instruments required under the Plans and all related documents have been and shall be, with regard to future actions, duly and validly taken by the Company and authorized by all relevant persons and entities and have been or shall be duly, validly and timely completed in the manner required both with regard to their adoption procedures and to their contents. In our examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the correctness and completeness of certificates of public officials and the representations set forth therein, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as copies.

We are opining herein as to the effect on the subject transaction only of the internal laws of the State of Israel, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction.

Subject to the foregoing, we are of the opinion that, if, as and when the Shares have been issued by the Company and the consideration therefor received pursuant to the provisions of option agreements duly authorized under the Plans, and otherwise in accordance with all the terms and conditions of the Plans and applicable laws, such Shares will be duly authorized, legally issued, fully paid and nonassessable.

We consent to the filing of this opinion letter as Exhibit 5.0 to the Registration Statement.

This opinion letter is rendered as of the date first written above and we disclaim any obligation to advise you of facts, circumstances, events or developments, including, without limitation, in the law, which hereafter may be brought to our attention and which may alter, affect or modify the opinion expressed herein.  Our opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company, the Plans, or the Shares.

Very truly yours,

/s/ Shibolet & Co.,

Shibolet & Co.,

Advocates & Notary

EX-23.2

EXHIBIT 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors

Camtek Ltd:

We consent to the use of our report dated April 6, 2011, with respect to the consolidated balance sheets of Camtek Ltd. as of December 31, 2010 and 2009, and the related consolidated statements of operations,  shareholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2010, incorporated herein by reference.

Our report refers to the adoption by Camtek Ltd. of FASB Statement No. 141R,  included in ASC Topic 805Business Combinations, related to business combinations and noncontrolling interests, as of January 1, 2009.

/s/ Somekh Chaikin

Certified Public Accountants (Israel)

A Member firm of KPMG International

Tel Aviv, Israel

May 11, 2011