As filed with the Securities and Exchange Commission on April 30, 2014
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SODASTREAM INTERNATIONAL LTD.
(Exact Name of Registrant as Specified in Its Charter)
Israel | N/A |
(State or Other Jurisdiction of | (I.R.S. Employer |
Incorporation or Organization) | Identification Number) |
Daniel Birnbaum
Chief Executive Officer
SodaStream International Ltd.
Gilboa Street, Airport City,
Ben Gurion Airport, Israel 7010000
+972 (3) 976-2301
(Address of Principal Executive Offices) (Zip Code)
2010 EMPLOYEE SHARE OPTION PLAN
(Full Title of the Plans)
SodaStream USA, Inc.
200 East Park Drive, Suite 600
Mount Laurel, NJ 08054
1-800-763-2258
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
Copy to:
Eyal Shohat Chief Legal Officer SodaStream International Ltd. Gilboa Street Airport City 7010000, Israel Tel: +972 (3) 976-2301 Fax: +972 (3) 973-6673 |
Colin J. Diamond White & Case LLP 1155 Avenue of the Americas New York, New York Tel: (212) 819-8200 Fax: (212) 354-8113 |
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 x | Accelerated filer ¨ | |
Non-accelerated filer ¨ (Do not check if smaller reporting company) | Smaller reporting company ¨ |
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered | Amount To Be Registered | Proposed Maximum Offering Price Per Share | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee | ||||||||||||
Ordinary Shares, par value NIS 0.645 | 188,854 (1) | $ 46.64 (2) | $ | 8,808,150.50 (2) | $ | 1,134.49 | ||||||||||
Ordinary Shares, par value NIS 0.645 | 101,146 | $ 44.04 (3) | $ | 4,454,469.80 | $ | 573.74 | ||||||||||
Total | 290,000 | $ | 1,708.23 |
(1) | This Registration Statement shall also cover any additional Ordinary Shares which become issuable under the 2010 Employee Share Option Plan (the “2010 Plan”) of SodaStream International Ltd. (the “Registrant”) by reason of any share dividend, share 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 outstanding Ordinary Shares. |
(2) | Calculated pursuant to Rule 457(h) under the Securities Act of 1933, as amended (the “Securities Act”) based on the $46.64 weighted average exercise price of the 188,854 Ordinary Shares issuable upon exercise of outstanding options under the 2010 Plan as of the date of this Registration Statement. |
(3) | The Proposed Maximum Offering Price Per Share is calculated in accordance with Rules 457(c) and 457(h) under the Securities Act, solely for purposes of calculating the registration fee on the basis of $44.04 per share, the average of the high and low price of the Registrant’s Ordinary Shares as reported on the Nasdaq Global Select Market on April 28, 2014. |
EXPLANATORY NOTE
The purpose of this Registration Statement on Form S-8 (this “Registration Statement”) is for SodaStream International Ltd. (the “Registrant”) to register an additional 290,000 Ordinary Shares for issuance under the 2010 Employee Share Option Plan (the “2010 Plan”).
In accordance with General Instruction E of Form S-8, the contents of the Registrant’s Registration Statements on Form S-8 (File No. 333-170299 and File No. 333-190655), filed with the Securities and Exchange Commission (the “SEC”) on November 3, 2011 and August 16, 2013, respectively, are incorporated herein by reference and the information required by Part II is omitted, except as supplemented by the information set forth below.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. | Incorporation of Documents by Reference. |
The Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed with the Commission:
(a) The Registrant’s Annual Report on Form 20-F (File No. 001-34929) for the fiscal year ended December 31, 2013, filed with the Commission on April 30, 2014;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since the end of the fiscal year covered by the Registrant’s documents referred to in (a) above; and
(c) The description of the Registrant’s Ordinary Shares contained in the Registrant’s Registration Statement on Form 8-A12B (File No. 001-34929) filed with the Commission on October 25, 2010, pursuant to Section 12(b) of the Exchange Act, including any amendment or report filed for the purpose of updating such description.
In addition to the foregoing, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment indicating that all securities offered hereby have been sold or deregistering all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents, except as to specific sections of such statements as set forth therein. Any statement contained herein or in a document all or a portion of which is incorporated or deemed to be incorporated by reference herein or in any 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 to this Registration Statement are listed in the Exhibit Index hereto and are incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Airport City, Israel, on the 30th day of April, 2014.
SODASTREAM INTERNATIONAL LTD. | ||
By: | /s/ Eyal Shohat | |
Name: Eyal Shohat Title: Chief Legal Officer |
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Daniel Birnbaum, Daniel Erdreich and Eyal Shohat, and each of them severally, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done 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 dates indicated.
Signatures |
Title |
Date |
/s/ Daniel Birnbaum | Chief Executive Officer and Director | April 30, 2014 |
Daniel Birnbaum | (Principal Executive Officer) | |
/s/ Daniel Erdreich | Chief Financial Officer | April 30, 2014 |
Daniel Erdreich | (Principal Financial Officer and Principal Accounting Officer) | |
/s/ Yuval Cohen | Chairman of the Board | April 30, 2014 |
Yuval Cohen | ||
/s/ Eytan Glazer | Director | April 30, 2014 |
Eytan Glazer | ||
/s/ Lauri Hanover | Director | April 30, 2014 |
Lauri Hanover | ||
/s/ David Morris | Director | April 30, 2014 |
David Morris | ||
SODASTREAM USA INC.
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||
By: /s/ Daniel Birnbaum Name: Daniel Birnbaum |
Authorized Representative in the United States | April 30, 2014 |
EXHIBIT INDEX
Exhibit Number | Name | |
4.1 | Amended and Restated Articles of Association of the Registrant (incorporated herein by reference to Exhibit 3.2 to the Registrant’s Registration Statement on Form F-1, as amended (File No. 333-170007), as filed with the SEC on October 19, 2010) | |
5.1 | Opinion of Gornitzky & Co., Israeli counsel to the Registrant, as to the validity of the Ordinary Shares (including consent) | |
23.1 | Consent of Somekh Chaikin, a member firm of KPMG International, Independent Registered Public Accounting Firm | |
23.2 | Consent of Gornitzky & Co. (included in Exhibit 5.1 to this Registration Statement) | |
24.1 | Power of Attorney (included on the signature page to this Registration Statement) | |
99.1 | SodaStream International Ltd. 2010 Employee Share Option Plan (incorporated herein by reference to Exhibit 10.2(b) to the Registrant’s Registration Statement on Form F-1, as amended (File No. 333-170007), as filed with the SEC on October 26, 2010) |
Exhibit 5.1
To: April 30, 2014 SodaStream International Ltd. Ben Gurion Airport Israel, 7010000
Re: Registration Statement on Form S-8 Ladies and Gentlemen:
We refer to the registration statement on Form S-8 (the “Registration Statement”) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), on behalf of SodaStream International Ltd. (the “Company”) on or about the date hereof, relating to the registration of an additional 290,000 ordinary shares, par value NIS 0.645 per share of the Company, issuable pursuant to the Company’s 2010 Employee Share Option Plan (the “Plan).
This opinion letter is rendered pursuant to Item 8(a) of Form S-8 prescribed under the United States Securities Act of 1933, as amended (the “Act”).
In connection herewith, we have examined the originals, or photostatic or copies, certified or otherwise identified to our satisfaction, of: (i) the form of the Registration Statement; (ii) copies of the articles of association of the Company, as currently in effect; (iii) the Plan; (iv) resolutions of the board of directors of the Company and of the shareholders of the Company increasing the number of shares to be reserved for the Plan and which relate to the Registration Statement (the “Resolutions”); and (v) such other corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company and have made inquiries of such officers and representatives, as we have deemed relevant and necessary as a basis for the opinions hereafter set forth.
In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as photostatic or certified copies, and the authenticity of the originals of such latter documents. As to all questions of fact material to the opinions hereafter set forth that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives of the Company. We have also assumed that the copies of the Resolutions submitted to us for examination are true, complete and up-to-date copies, have not been amended or rescinded and are in full force and effect and no other action has been taken which may affect any of the matters passed upon in the Resolutions and that each individual grant under the Plan that has been made prior to the date hereof and will be made after the date hereof was and will be duly authorized by all necessary corporate action.
Based upon the foregoing and subject to the qualifications, limitations and assumptions stated herein, we are of the opinion that the shares being registered pursuant to the Registration Statement have been duly authorized for issuance, and, when issued and paid for in accordance with the Plan and the awards made thereunder, will be validly issued, fully paid and non-assessable.
We are members of the Bar of the State of Israel and we do not express any opinion as to the laws of any other jurisdiction other than those of the State of Israel. This opinion letter is limited to the matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated herein to be our opinion. This opinion letter is effective only as of its date, and we disclaim any obligation to advise you of any change of law that occurs, or of any facts, circumstances, events or developments of which we become aware, after the date of this opinion letter, even if they would alter, affect or modify the opinions expressed herein.
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We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the United States Securities and Exchange Commission.
Very truly yours,
/s/ Gornitzky & Co.
EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors
SodaStream International Ltd.:
We consent to the incorporation by reference in this registration statement on Form S-8 of SodaStream International Ltd. of our report dated April 30, 2014 with respect to the consolidated balance sheets of SodaStream International Ltd. and subsidiaries as of December 31, 2012 and 2013, and the related consolidated statements of operations, comprehensive income, changes in shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2013, and to the effectiveness of internal control over financial reporting.
/s/ Somekh Chaikin
Somekh Chaikin
Certified Public Accountants (Isr.)
A Member Firm of KPMG International
Tel Aviv, Israel
April 30, 2014
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