S-8

As filed with the Securities and Exchange Commission on March 26, 2020

Registration No. 333-

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

ALLOT LTD.

(Exact name of registrant as specified in its charter)

Israel	Not Applicable
(State or Other Jurisdiction of	(I.R.S. Employer
Incorporation or Organization)	Identification Number)

Allot  Ltd.

22 Hanagar Street

Neve Ne’eman Industrial Zone B

Hod-Hasharon 4051317, Israel

 (Address of Principal Executive Offices)(Zip Code)

 2016 Incentive Compensation Plan

(formerly 2006 Incentive Compensation Plan)

(Full Title of the Plan)

Allot Communications, Inc.

1500 District Avenue

Burlington, MA 01803 (Name and address of agent for service)

Tel: (781) 939-9300

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

Copies to:

Colin J. Diamond, Esq. White & Case LLP 1221 Avenue of the Americas New York, NY 10020 Tel: (212) 819-8200 Fax: (212) 354-8113 Rael Kolevsohn, Adv. VP Legal Affairs & General Counsel Allot Ltd. 22 Hanagar Street Hod-Hasharon 4501317, Israel Tel/Fax: +972 (9) 762-8419 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

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.

Large accelerated filer	◻		Accelerated filer	☒
Non-accelerated filer	◻	(Do not check if a smaller reporting company)	Smaller reporting company	◻
Emerging growth company	◻

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. ◻

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered (1)			Proposed Maximum Offering Price per Share (3)		Proposed Maximum Aggregate Offering Price (3)		Amount of Registration Fee (3)
Ordinary Shares, par value New Israeli Shekel (“NIS”) 0.10 per share (“Ordinary Shares”)		690,000	(2)	$	7.285	$	5,026,650	$	652.46	1

(1) 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 2016 Incentive Compensation Plan (the “2016 Plan”).

(2) Represents an automatic increase to the number of shares available for issuance under the 2016 Plan to be granted under the 2016 Plan.

(3) 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 $ 7.79 and $ 6.78, respectively) of the registrant’s Ordinary Shares on the NASDAQ Global Select Market on March 20, 2020.

EXPLANATORY NOTE

This Registration Statement is being filed to register an additional 690,000 Ordinary Shares of Allot Ltd. (the “Company”) issuable pursuant to the 2016 Plan representing an automatic increase effective as of January 1, 2020.

In accordance with General Instruction E of Form S-8, the contents of the Registrant’s Registration Statement on Form S-8 (File No. 333-140701), filed with the Securities and Exchange Commission (the “Commission”) on February 14, 2007, as supplemented, amended or superseded by the Registrant’s Registration Statements on Form S-8 (File Nos. 333-149237, 333-159306, 333-165144, 333-172492, 333-180770, 333-187406, 333-194833, 333-203028,  333-210420, 333-216893, 333-223838 and 333-230391) filed with the Commission on February 14, 2008,  May 18, 2009, March 2, 2010, February 28, 2011, April 17, 2012, March 21, 2013, March 26, 2014, March 26, 2015,  March 28, 2016, March 23, 2017, March 22, 2018 and March 19, 2019 respectively, are incorporated herein by reference and the information required by Part II is omitted, except as supplemented by the information set forth below. References to “we”, “our” or “us” below refer to Allot Ltd. and its consolidated subsidiaries.

PART II

Information Required in the Registration Statement

Item 3.  Incorporation of Documents by Reference.

We hereby incorporate by reference the following documents (or portions thereof) that we have filed with or furnished to the Commission:

(a) Our Annual Report on Form 20-F for the year ended December 31, 2019, filed with the Commission pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on March 26, 2020.

(b) 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.²

All other documents filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act and, to the extent specifically designated therein, Reports of Foreign Private Issuer on Form 6-K furnished by us to the Commission that are identified in such forms as being incorporated into this Registration Statement, in each case, subsequent to the effective date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered hereunder have been sold, or deregistering all securities then remaining unsold, are also incorporated herein by reference and shall be a part hereof from the date of the filing or furnishing of such documents.

Any statement contained in a document incorporated or deemed 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 other subsequently filed document which also is or is deemed to be 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 exhibits listed on the exhibit index at the end of this Registration Statement are included in this Registration Statement.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Hod-Hasharon, Israel on March 26, 2020.

Allot Ltd.

By: /s/ Erez Antebi

Name: Erez Antebi
Title: Chief Executive Officer and President

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that the undersigned officers and directors of Allot  Ltd., a company organized under the laws of the State of Israel, do hereby constitute and appoint Erez Antebi and Ziv Leitman, and each of them severally, their 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, determine may be necessary or advisable or required to enable said corporation 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 such registration statements or amendments or supplements thereof and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and each of the undersigned hereby ratifies and confirms that 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 has 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 Page to Follow]

Signature	Title of Capacities	Date
/s/ Erez Antebi           Erez Antebi	Chief Executive Officer and President (Principal Executive Officer)	March 26, 2020
/s/ Ziv Leitman           Ziv Leitman	Chief Financial Officer (Principal Financial Officer)	March 26, 2020
/s/ Yigal Jacoby           Yigal Jacoby	Chairman of the Board of Directors	March 26, 2020
/s/ Manuel Echanove           Manuel Echanove	Director	March 26, 2020
/s/ Itzhak Danziger           Itzhak Danziger	Director	March 26, 2020
/s/ Nurit Benjamini           Nurit Benjamini	Director	March 26, 2020
/s/ Steven D. Levy           Steven D. Levy	Director	March 26, 2020
/s/ Miron Kenneth           Miron Kenneth	Director	March 26, 2020
/s/ Nadav Zohar           Nadav Zohar	Director	March 26, 2020

AUTHORIZED REPRESENTATIVE IN
THE UNITED STATES:

Allot Communications USA, Inc.

By: /s/ Erez Antebi

Erez Antebi

Title: Director, Allot Communications USA, Inc.

Date: March 26, 2020

[Signatures to Power Of Attorney to Allot Form S-8 Registration Statement]

EXHIBIT INDEX

Exhibit Number	Exhibit
4.1	Allot Ltd. 2016 Incentive Compensation Plan (1)
4.2	Articles of Association of the Registrant (2)
4.4	Specimen ordinary share certificate of the Registrant (3)
5	Opinion of Goldfarb Seligman & Co.as to the legality of Allot Ltd.’s Ordinary Shares being registered*
23.1	Consent of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global*
23.2	Consent of Goldfarb Seligman & Co., Israeli counsel to the Registrant (included in Exhibit 5)
24	Power of Attorney (included on the signature page of this Registration Statement)

(1)	Previously filed with the Securities and Exchange Commission on March 22, 2018 as Exhibit 4.2 to the Company’s Form 20-F for the year ended December 31, 2017 (File No. 001-33129) and incorporated by reference herein.
(2)	Previously included in Exhibit 99.3 to the report of foreign private issuer on Form 6-K furnished to the Securities and Exchange Commission on November 1, 2018 and incorporated by reference herein.
(3)	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.
*	Filed herewith

EX-5

Exhibit 5

	TEL AVIV	ZURICH	WWW.GOLDFARB.COM
	Ampa Tower, 98 Yigal Alon St.	14 Mittelstrasse
	Tel Aviv 6789141, Israel	Zurich 8008, Switzerland
	Tel +972 (3) 608-9999	Tel +41 (44) 818 08 00
	Fax +972 (3) 608-9909	Fax +41 (44) 818 08 01
	INFO@GOLDFARB.COM	ZURICH@GOLDFARB.COM

March 25, 2020

Allot Ltd.

22 Hanagar Street

Neve Ne’eman Industrial Zone B

Hod Hasharon 4501317, Israel

Ladies and Gentlemen:

We refer to the Registration Statement on Form S-8 (the “Registration Statement”) to be filed on or about the date hereof with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), on behalf of Allot Ltd. (the “Company”), relating to an additional 690,000 of the Company’s Ordinary Shares, par value NIS 0.10 per share (the “Shares”), issuable upon the exercise or conversion of awards granted or to be granted under the Company’s 2016 Incentive Compensation Plan, as amended (the “Plan”).

We are members of the Israel Bar and we express no opinion as to any matter relating to the laws of any jurisdiction other than the laws of Israel.

In connection with this opinion, we have examined such corporate records, other documents and such questions of Israeli law as we have considered necessary or appropriate for the purposes of this opinion. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all copies submitted to us, the authenticity of the originals of such copies, the due constitution of the Company’s board of directors and, as to matters of fact, the accuracy of all statements and representations made by the directors and officers of the Company. We have also assumed that each individual grant under the Plan that will be made after the date hereof will be duly authorized by all necessary corporate action.

Based on the foregoing and subject to the limitations, qualifications and assumptions stated herein, we advise you that, in our opinion, the Shares have been duly authorized and when, and if, paid for and issued in accordance with the terms of the Plan, will be validly issued, fully paid and non-assessable.

This opinion is rendered as of the date hereof, and we undertake no obligation to advise you of any changes in applicable law or any other matters that may come to our attention after the date hereof that may affect this opinion.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. This consent is not to be construed as an admission that we are a person whose consent is required to be filed with the Registration Statement under the provisions of the Act.

Very truly yours,

/s/   Goldfarb Seligman & Co.

Goldfarb Seligman & Co.

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 pertaining to the 2016 Incentive Compensation Plan of Allot Ltd. of our reports dated March 26, 2020, with respect to the consolidated financial statements of Allot Ltd., and the effectiveness of internal control over financial reporting of Allot Ltd., included in its Annual Report on Form 20-F for the year ended December 31, 2019, filed with the Security and Exchange Commission.

	/s/ KOST FORER GABBAY & KASIERER
Tel Aviv, Israel	KOST FORER GABBAY & KASIERER
March 26, 2020	A Member of Ernst & Young Global