S-8

As filed with the Securities and Exchange Commission on July 3, 2006  Reg. No. 333- 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

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RF INDUSTRIES, LTD.

(Exact name of issuer as specified in its charter)

Nevada (State or other jurisdiction of incorporation or organization) 88-0168936 (I.R.S. Employer Identification No.)

7620 Miramar Road

San Diego, CA 92126

(818) 549-6340

(Address, including zip code, and telephone number,

including area code, of Registrant’s principal executive offices)

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GEORGE MARKS EMPLOYMENT AGREEMENT

(Full title of the plans)

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Howard Hill, Chief Executive Officer

RF INDUSTRIES, LTD.

7620 Miramar Road

San Diego, CA 92126

(858) 549-6340

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

Copy to:

Istvan Benko, Esq.

Troy & Gould Professional Corporation

1801 Century Park East, Suite 1600

Los Angeles, California 90067

(310) 553-4441

FAX: (310) 201-4746

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered	Proposed maximum offering price per share (1)	Proposed maximum aggregate offering price(1)	Amount of registration fee(1)
Common Stock, $.01 par value	10,000 shares	$5.13	$51,300	$5.49
Common Stock, $.01 par value	90,000 shares	$5.81	$522,900	$55.95
Total	100,000 shares		$574,200	$61.44

(1) With respect to 10,000 shares for which the offering price is known, the registration fee was determined in accordance with Rule 457(h) under the Securities Act of 1933. With respect to the remaining 90,000 shares of common stock that are issuable under this plan for which the offering price is not known, the proposed maximum offering price per share and maximum aggregate offering price for these shares were estimated pursuant to Rule 457(h) of the Securities Act on the basis of the high and low trading prices of the registrant’s common stock as reported on the Nasdaq Capital Market on June 26, 2006.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.*

Item 2. Registrant Information and Employee Plan Annual Information.*

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* Information required by Part I to be contained in the Section 10(a) prospectus is omitted from the Registration Statement in accordance with Rule 428 of the General Rules and Regulations under the Securities Act of 1933 and the Note to Part I of Form S-8.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3. Incorporation of Documents by Reference

The following documents filed by RF Industries, Ltd. (the “Company”) with the Securities and Exchange Commission (the “Commission”) under the Securities Exchange Act of 1934 (the “Exchange Act”) (Commission File No. 000-13301) are incorporated herein by reference: (a) the Company’s Annual Report on Form 10-KSB, as amended, for the fiscal year ended October 31, 2005; (b) the Current Report on Form 8-K filed with the Commission on March 22, 2006, (c) the Current Report on Form 8-K filed with the Commission on June 15, 2006, (d) the Company’s Quarterly Report on Form 10-QSB for the quarter ended January 31, 2006; (e) the Company’s Quarterly Report on Form 10-QSB for the quarter ended April 30, 2006; and (f) the description of the Company’s Common Stock contained in the Company’s Registration Statement on Form 8-A, including any amendment or report subsequently filed by the Company for the purpose of updating that description.

In addition, any document filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof, but prior to the filing of a post-effective amendment to this Registration Statement which indicates that all shares of Common Stock registered hereunder have been sold or that deregisters all such shares of Common Stock then remaining unsold, will be deemed incorporated herein by reference and to be a part hereof from the date of filing of such document.

Item 6. Indemnification of Directors and Officers

Subsection 1 of Section 78.7302 of the Nevada General Corporation Law (“NGCL”) provides that a corporation may indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (except in an action brought by or on behalf of the corporation) if that person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by that person in connection with such action, suit or proceeding, if that person acted in good faith and in a manner which that person reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceedings, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, alone, does not create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in, or not opposed to, the best interests of the corporation, and that, with respect to any criminal action or proceeding, the person had reasonable cause to believe his action was unlawful.

Subsection 2 of Section 78.7502 of the NGCL provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit brought by or on behalf of the corporation to procure a judgment in its favor because the person acted in any of the capacities set forth above, against expenses, including amounts paid in settlement and attorneys’ fees, actually and reasonably incurred by that person in connection with the defense or settlement of such action or suit, if the personal acted in accordance with the standard set forth above, except that no indemnification may be made in respect of any claim, issue or matter as to which such person shall have been adjudged by a court of competent jurisdiction after exhaustion of all appeals therefrom to be liable to the corporation or for amounts paid in settlement to the corporation unless and only to the extent that the court in which such action or suit was brought or other court of competent jurisdiction determines that, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

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Section 78.751 of the NGCL provides that unless indemnification is ordered by a court, the determination to provide indemnification must be made by the stockholders, by a majority vote of a quorum of the board of directors who were not parties to the action, suit or proceeding, or in specified circumstances by independent legal counsel in a written opinion. In addition, the articles of incorporation, bylaws or an agreement made by the corporation may provide for the payment of the expenses of a director or officer of the expenses of defending an action as incurred upon receipt of an undertaking to repay the amount if it is ultimately determined by a court of competent jurisdiction that the person is not entitled to indemnification. Section 78.751 of the NGCL further provides that, to the extent a director or officer of a corporation has been successful on the merits or otherwise in the defenses of any action, suit or proceeding referred to in subsection (1) and (2), or in the defense of any claim, issue or matter therein, that person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by that person in connection therewith; that indemnification provided for by Section 78.751 of the NGCL shall not be deemed exclusive of any other rights to which the indemnified party may be entitled and that the scope of indemnification shall continue as to directors, officers, employees or agents who have ceased to hold such positions, and to their heirs, executors and administrators.

Finally, Section 78.752 of the NGCL provides that a corporation may purchase and maintain insurance on behalf of a director, officer, employee or agent of the corporation against any liability asserted against him or incurred by him in any such capacity or arising out of his status as such whether or not the corporation would have the authority to indemnify him against such liabilities and expenses.

Article XV of the Company’s Articles of Incorporation, as amended, provides for the indemnification of directors, employees and agents to the fullest extent permissible under Nevada law. This Article also provides for the indemnification of officers, directors and third parties acting on behalf of the Company if such person acted in good faith and in a manner reasonably believed to be in and not opposed to the best interest of the Company, and, with respect to any criminal action or proceeding, the indemnified party had no reason to believe his conduct was unlawful.

The foregoing indemnification provisions are broad enough to encompass certain liabilities of directors and officers of the Company under the Securities Act of 1933.

Item 8. Exhibits

The following exhibits included herewith or incorporated herein by reference are made a part of this Registration Statement:

4.1	Option Agreement, dated December 6, 2004, between RF Industries, Ltd. and George Marks
5	Opinion of Troy & Gould Professional Corporation regarding the legality of the securities registered hereunder.
23.1	Consent of JH Cohn LLP.
23.2	Consent of Troy & Gould Professional Corporation (included in Exhibit 5.)
24.1	Power of Attorney (included on signature page).

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Item 9. Undertakings

(a)The Company hereby undertakes:

(1)To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement;

(iii)To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Company pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement.

(2)That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)To remove from registration by means of a post-effective amendment any of the securities being registered hereunder which remain unsold at the termination of the offering.

(b)The undersigned Company hereby undertakes that for purposes of determining any liability under the Securities Act of 1933, each filing of the Company’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Company 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 San Diego, California, on this 27th day of June, 2006.

RF INDUSTRIES LTD. 

By:      /s/ Howard F. Hill          

Howard F. Hill 

Chief Executive Officer 

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Howard F. Hill such person’s true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to sign on such person’s behalf, individually and in each capacity stated below, all amendments and post-effective amendments to this Registration Statement on Form S-8 and to file the same, with all exhibits thereto and any other documents in connection therewith, with the Commission under the Securities Act, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person, hereby ratifying and confirming each act that said attorney-in-fact and agent may lawfully do or cause to be done by virtue thereof.

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

Signature	Title	Date
/s/ Howard F. Hill Howard F. Hill	Chief Executive Officer and Director	June 27, 2006
/s/ Victor Powers Victor Powers	Chief Financial Officer and Principal Accounting Officer	June 27, 2006
/s/ William Reynolds William Reynolds	Director	June 27, 2006
/s/ John Ehret John Ehret	Director	June 27, 2006
/s/ Robert Jacobs Robert Jacobs	Director	June 27, 2006
/s/ Linde Kester Linde Kester	Director	June 27, 2006
/s/ Marvin Fink Marvin Fink	Director	June 27, 2006

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EX-4.1

EXHIBIT 4.1

OPTION AGREEMENT

This Option Agreement is entered into as of this 6^th day of December 2004 by and between RF Industries, Ltd., a Nevada corporation (the “Company”), and George Marks ("Employee") with reference to the following:

WHEREAS, concurrently with the execution of this Option Agreement, Employee is becoming an employee of the Company; and

WHEREAS, the Company desires to grant to Employee an option to purchase some of shares of the Company upon the terms and conditions set forth in this Option Agreement.

NOW, THEREFORE, the Company and Employee hereby agree as follows:

1.Grant of Option. In consideration for the Employee’s acceptance of the Company’s offer for employment to become the General Manager of the Bioconnect operations of the Company, the Company hereby grants to Employee an option (the "Option") to purchase up to 100,000 (the “Shares”) of the Company's common stock. The Option shall also extend to and encompass any and all shares of common stock or other securities which may be paid or issued by the Company with respect to the Shares, whether by reason of a stock split, stock dividend, merger, reorganization or similar transaction. The Option shall vest and may be exercised according to the Vesting Schedule (the “Vesting Schedule”) set forth in Section 3, below.

2.Exercise Price; Term; Manner of Exercise. The Option, which shall vest and may be exercised according to the Vesting Schedule provided for in Section 3, entitles Employee to purchase vested Shares from the Company at any time after the first anniversary of this Option Agreement (the "First Exercise Date"). The exercise price of the Shares that vest on December 6^th of each year shall be determined and automatically set on December 6^th of that year at the price of the last sale on the trading market on December 6^th of that year, or in the event December 6^th falls on a Saturday or Sunday, the last sales price on the Friday immediately preceding December 6th. The Option shall cease vesting on the termination of Employee’s employment with the Company and shall expire and terminate 90 days following such termination. The Option must be exercised within 90 days after the termination of Employee’s employment with the Company. Employee may exercise the vested portion of the Option at any time during the term of the Option after the First Exercise Date by providing the Company with a written notice stating that the Option has been exercised and by delivering to the Company a check in the amount of the purchase price for each share purchased upon the exercise of the Option. The per share exercise price shall be subject to adjustment for stock splits, stock dividends, mergers, recapitalizations or other similar events). For example, if there is a two-for-one stock split of the Company's Common Stock prior to the exercise of the Option, the exercise price per share of previously vested Option shares shall be adjusted to half that amount, and the number of shares subject to the Option will double.

3.Vesting Schedule. Provided that the Option has not been terminated prior to such date, the Option shall vest and may be exercised on the following schedule: One-tenth (1/10) of all of the Options (initially, 10,000 Shares) shall vest and may be exercised on or after the first anniversary of this Option Agreement; thereafter, for each of the next 9 years, an additional one-tenth (1/10) of all of the Options (initially, 10,000 Shares) shall vest and may be exercised on or after each anniversary of this Option Agreement. After the First Exercise Date, the Option vesting period will be prorated for days worked after December 6^th. Options that have become vested and are exercisable shall, after the date of vesting, remain subject to exercise during the term of the Option. All 100,000 Shares of the Option will have vested and may be exercised on or after the tenth anniversary of this Option Agreement.

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4.Covenants of the Company. The Company covenants and agrees with Employee that the Company shall not take or suffer any action that would jeopardize Employee's rights under this Option Agreement and that the Company shall, at all times during the term of this Option Agreement, keep a number of the Company Shares equal to the shares subject to the Option free and clear of any liens, claims, encumbrances or interests of any kind.

5.Successors and Assigns. This Option Agreement shall inure to the benefit of the successors and assigns of Employee and shall be binding on the successors and assigns of the Company.

6.Governing Law; Disputes. This Option Agreement shall be governed by and construed in accordance with the internal laws of the State of Nevada, without regard to conflicts of law principles, according to its fair meaning and not in favor of or against either the Company or Employee.

7.Legend on Shares of Common Stock. Employee hereby acknowledges and agrees that the shares to be received by Employee upon the exercise of the Option have not been registered under the Securities Act of 1933, and that the stock certificates representing such shares shall bear such restrictive legends as the Company or the Company's counsel deem necessary or advisable under applicable law. Accordingly, Employee hereby agrees and acknowledges that the shares purchased upon the exercise of the Option may not be sold until a registration statement under the Securities Act of 1933 shall have become effective for such shares or until an exemption from registration is available under the Securities Act of 1933.

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IN WITNESS WHEREOF, Employee and the Company have executed this Option Agreement on the date and year first above written.

The Company:	By:
	Howard Hill, President
Employee:	By:
	George Marks

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EX-5

EXHIBIT 5

Troy & Gould Professional Corporation

1801 Century Park East, 16th Floor

Los Angeles, California 90067

June 27, 2006

RF Industries, Ltd.

7610 Miramar Road, Building 6000

San Diego, California 92126

Re: Registration Statement on Form S-8 for RF Industries Ltd.

Ladies and Gentlemen:

The referenced Registration Statement on Form S-8 (the “Registration Statement”) is being filed by RF Industries Ltd., a Nevada corporation (the “Corporation”), with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement covers 100,000 shares of the Corporation’s common stock, $0.01 par value (the “Common Stock”), that may be issued pursuant to the an agreement, dated December 6, 2004, between the Corporation and George Marks (the “Plan”). We are rendering this opinion pursuant to Item 8 of Form S-8 and Item 601(b)(5) of Regulation S-K.

In connection with this opinion, we have examined the Articles of Incorporation of the Corporation and any amendments thereto, the By-Laws of the Corporation and any amendments thereto, records of proceedings of the Corporation’s Board of Directors and confirmatory resolutions deemed by us to be relevant to this opinion, the Registration Statement and other documents and agreements we deemed necessary for purposes of expressing the opinion set forth herein. We also have made such further legal and factual examinations and investigations as we deemed necessary for purposes of expressing the opinion set forth herein.

In our examination, we have assumed (without investigation or inquiry) the legal capacity of all natural persons, the genuineness of all signatures, the authenticity and completeness of all documents submitted to us as originals, the conformity to original documents of documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such copies. As to any facts material to the opinion expressed herein which we did not independently establish or verify, we have relied on statements and representations of officers and other representatives of the Corporation and others.

This opinion is provided to the Corporation and the Commission for their use solely in connection with the transactions contemplated by the Registration Statement and may not be used, circulated, quoted or otherwise relied upon by any other person or for any other purpose without our express written consent. The only opinion rendered by us consists of the matter set forth below, and no opinion may be implied or inferred beyond that expressly stated.

Based upon the foregoing, it is our opinion that the 100,000 shares of Common Stock covered by the Registration Statement and to be issued pursuant to the Plan, when issued by the Corporation in accordance with the terms and conditions of the Plan, will be legally and validly issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and further consent to the use of our name wherever appearing in the Registration Statement. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Troy & Gould Professional Corporation

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EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement of RF Industries Ltd. on Form S-8 of our report dated January 20, 2006, on our audits of the financial statements of RF Industries Ltd. as of October 31, 2005 and 2004, and for the years then ended, which report is included in the Company's Annual Report on Form 10-KSB.

/s/ J. H. COHN LLP 

San Diego, California

June 27, 2006

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