Israel
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Not Applicable
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(State or Other Jurisdiction of
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(I.R.S. Employer
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Incorporation or Organization)
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Identification Number)
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Colin J. Diamond, Esq.
White & Case LLP
1155 Avenue of the Americas
New York, NY 10036
Tel: (212) 819-8200
Fax: (212) 354-8113
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Rael Kolevsohn, Adv.
VP Legal Affairs & General Counsel
Allot Communications Ltd.
22 Hanagar Street
Hod-Hasharon 4501317, Israel
Tel/Fax: +972 (9) 762-8419
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Aaron M. Lampert, Adv.
Goldfarb Seligman & Co.
98 Yigal Alon Street
Tel Aviv, 67891 Israel
Tel: +972 (3) 608-9999
Fax: +972 (3) 608-9855
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Large accelerated filer
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¨
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Accelerated filer
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T
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Non-accelerated filer
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¨ (Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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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 (3)
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Proposed Maximum
Aggregate Offering Price (3)
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Amount of
Registration Fee (3)
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Ordinary Shares, par value New Israeli Shekel (“NIS”) 0.10 per share (“Ordinary Shares”)
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155,000 | (2) | $ | 5.15 | $ | 798,250 | $ | 80.38 |
(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers such indeterminate number of Ordinary Shares as may be offered or issued to prevent dilution resulting from stock splits, stock dividends, or similar transactions pursuant to the terms of the 2006 Incentive Compensation Plan (the “2006 Plan”).
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(2)
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Represents an automatic increase to the number of shares available for issuance under the 2006 Plan to be granted under the 2006 Plan.
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(3)
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Calculated in accordance with Rule 457(h)(1) and 457(c) promulgated under the Securities Act, based on the average of the high and low prices (which was $ 5.33 and $ 4.97, respectively) of the registrant’s Ordinary Shares on the NASDAQ Global Select Market on March 22, 2016.
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(a)
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Our Annual Report on Form 20-F for the year ended December 31, 2015, filed with the Commission pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on March 28, 2016.
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(b)
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The description of our Ordinary Shares under “Item 1. Description of Registrant’s Securities to be Registered” in our registration statement on Form 8-A (File No. 001-33129), filed with the Commission on November 3, 2006, including any subsequent amendment or any report filed for purposes of updating such description.
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Allot Communications Ltd.
By: /s/ Andrei Elefant
Name: Andrei Elefant
Title: Chief Executive Officer and President
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Signature
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Title of Capacities
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Date
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/s/ Andrei Elefant
Andrei Elefant
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Chief Executive Officer and
President (Principal
Executive Officer)
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March 28, 2016
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/s/ Shmuel Arvatz
Shmuel Arvatz
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Chief Financial Officer
(Principal Financial Officer)
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March 28, 2016
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/s/ Shraga Katz
Shraga Katz
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Chairman of the Board of
Directors
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March 28, 2016
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/s/ Rami Hadar
Rami Hadar
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Director
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March 28, 2016
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/s/ Itzhak Danziger
Itzhak Danziger
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Director
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March 28, 2016
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/s/ Nurit Benjamini
Nurit Benjamini
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Director
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March 28, 2016
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/s/ Steven D. Levy
Steven D. Levy
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Director
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March 28, 2016
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/s/ Miron Kenneth
Miron Kenneth
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Director
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March 28, 2016
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/s/ Yigal Jacoby
Yigal Jacoby
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Director
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March 28, 2016
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Exhibit Number
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Exhibit
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4.1
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Allot Communications Ltd. 2006 Incentive Compensation Plan (1)
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4.2
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Articles of Association of the Registrant (2)
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4.4
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Specimen ordinary share certificate of the Registrant (3)
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5
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Opinion of Goldfarb Seligman & Co. as to the legality of Allot Communications Ltd.’s Ordinary Shares being registered*
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23.1
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Consent of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global *
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23.2
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Consent of Goldfarb Seligman & Co., Israeli counsel to the Registrant (included in Exhibit 5)
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24
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Power of Attorney (included on the signature page of this Registration Statement)
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(1)
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Previously filed with the Securities and Exchange Commission on March 21, 2013 as Exhibit 4.5 to the Company’s Form 20-F for the year ended December 31, 2012 (File No. 001-33129) and incorporated by reference herein..
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(2)
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Previously filed with the Securities and Exchange Commission on March 26, 2014 as Exhibit 1.1 to the Company’s Form 20-F for the year ended December 31, 2013 (File No. 001-33129) and incorporated by reference herein.
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(3)
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Previously filed with the Securities and Exchange Commission on October 31, 2006 as Exhibit 4.1 to the Company’s F-1 Registration Statement (File No. 333-138313) and incorporated by reference herein.
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*
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Filed herewith
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March 28, 2016
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Very truly yours,
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/s/ Goldfarb Seligman & Co.
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Goldfarb Seligman & Co.
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![]() |
Kost Forer Gabbay & Kasierer
3 Aminadav St.
Tel-Aviv 6706703, Israel
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Tel: +972-3-6232525
Fax: +972-3-5622555
www.ey.com
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/s/ Kost Forer Gabbay & Kasierer
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KOST FORER GABBAY & KASIERER
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A Member of Ernst & Young Global
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