S-8

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

FORM S-8

REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933 

Silicom Ltd.

(Exact name of registrant as specified in its charter)

State of Israel	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
14 Atir Yeda Street, Kfar Sava 4464323, Israel	4464323
(Address of principal executive offices)	(Zip Code)

Global Share Incentive Plan (2013)

(Full Title of the Plans)

Mr. Eran Gilad, CFO and Company Secretary

Telephone: +972-9-764-4555

E-mail: erang@silicom.co.il

14 Atir Yeda Street,

Kfar Sava 4464323, Israel

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies of communications to:

David H. Schapiro, Esq

Yigal Arnon & Co.

1 Azrieli Center

132 Menachem Begin Road

Tel Aviv, Israel

+972-3-608-7892

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	☐	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			Proposed maximum aggregate offering price			Amount of registration fee
Ordinary Shares, par value ILS 0.01 per share		600,000	(3)	$	35.36	(2)	$	21,216,000	(3)	$	2,314.67

(1)	Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional Ordinary Shares, par value ILS 0.01 per share (“Ordinary Shares”), which may become issuable under the Global Share Incentive Plan (2013), as amended, by reason of any share dividend, share split, recapitalization, or other similar transaction effected without the receipt of consideration which results in an increase in the number of outstanding Ordinary Shares of the Registrant.
(2)	The proposed maximum offering price per share as to shares authorized for issuance pursuant to future awards solely for the purpose of calculating the registration fee, pursuant to Rule 457(h)(1) and Rule 457(c) of the Securities Act, based on the average of the high and low prices for the Registrant’s Ordinary Shares on the Nasdaq Global Market October 28, 2020.
(3)	Represents Ordinary Shares that may be issued pursuant to future awards under the Global Share Incentive Plan (2013), as amended.

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EXPLANATORY NOTE

Silicom Ltd. (the “Registrant” or the “Company”) is filing this Registration Statement on Form S-8 (the “Registration Statement”), as an amendment to the Registrant’s Registration Statement on Form S-8 (File No. 333-193034), for the purposes of registering and additional 600,000 Ordinary Shares, par value NIS 0.01 per share, of the Registrant, issuable pursuant to the Registrant’s Global Share Incentive Plan (2013), and as may be amended (the “Plan”).  These 600,000 Ordinary Shares, par value NIS 0.01 each, have become authorized for issuance under the Plan in accordance with the resolution of the Board of Directors of the Registrant adopted in their meeting held January 29, 2018. Pursuant to General Instruction E of Form S-8, this Registration Statement registers the offer and sale of such additional Ordinary Shares.

Such additional Ordinary Shares are of the same class of securities as the Ordinary Shares issuable under the Plans for which the currently effective registration statement on Form S-8 (File No. 333-193034) (the “Prior Registration Statement”).  As permitted by General Instruction E of Form S-8, the contents of the Prior Registration Statement, including any amendments thereto or filings incorporated therein, are incorporated by reference into this Registration Statement, except as amended hereby.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The following documents filed with the Commission by the Registrant pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are incorporated herein by reference:

Commission Filing	Period Covered or Date of Filing
Annual Report on Form 20-F	Year ended December 31, 2019
Current Reports on Form 6-K	April 27, 2020; April 30, 2020; June 8, 2020; July 1, 2020; July 29, 2020; October 1, 2020; October 5, 2020; and October 13, 2020
Description of Registrant’s Ordinary Shares and any amendment or report filed for the purpose of updating such description	The description of the Registrant’s Ordinary Shares contained in the Registrant’s Registration Statement on Form F-1, File No. 33-73662 (filed on December 30, 1993), as amended, including any amendment or report filed for the purpose of updating such description.

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 which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents.

Any statement contained herein or in a document all or a portion of which is incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement 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 such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

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 Item 6. Indemnification of Directors and Officers

Under the Israeli Companies Law 1999, as amended (the “Companies Law”), a company may not exculpate an office holder from liability for a breach of the duty of loyalty. An Israeli company may exculpate an office holder in advance from liability to the company, in whole or in part, for damages caused to the company as a result of a breach of duty of care but only if a provision authorizing such exculpation is included in its articles of association. Our amended and restated articles of association include such a provision. The company may not exculpate in advance a director from liability arising out of a prohibited dividend or distribution to shareholders.

Under the Companies Law, a company may indemnify an office holder in respect of the following liabilities and expenses incurred for acts performed by him or her as an office holder, either pursuant to an undertaking made in advance of an event or following an event, provided its articles of association include a provision authorizing such indemnification:

• financial liability imposed on him or her in favor of another person pursuant to a judgment, including a settlement or arbitrator’s award approved by a court. However, if an undertaking to indemnify an office holder with respect to such liability is provided in advance, then such an undertaking must be limited to events which, in the opinion of the board of directors, can be foreseen based on the company’s activities when the undertaking to indemnify is given, and to an amount or according to criteria determined by the board of directors as reasonable under the circumstances, and such undertaking shall detail the abovementioned foreseen events and amount or criteria;

• reasonable litigation expenses, including attorneys’ fees, incurred by the office holder as a result of an investigation or proceeding instituted against him or her by an authority authorized to conduct such investigation or proceeding, (1) provided that (i) no indictment was filed against such office holder as a result of such investigation or proceeding; and (ii) no financial liability was imposed upon him or her as a substitute for the criminal proceeding as a result of such investigation or proceeding; or (2) provided that (i) no indictment was filed against such office holder as a result of such investigation or proceeding; and (ii) a financial liability was imposed, but it was imposed with respect to an offense that does not require proof of criminal intent or in connection with a monetary sanction; and

• reasonable litigation expenses, including attorneys’ fees, incurred by the office holder or imposed by a court in proceedings instituted against him or her by the company, on its behalf, or by a third party, or in connection with criminal proceedings in which the office holder was acquitted, or as a result of a conviction for an offense that does not require proof of criminal intent;

• payments which the office holder is obligated to make to an injured party as set forth in Section 52(54)(a)(1)(a) of the Israeli Securities Law 1968, as amended (the “Securities Law”), and expenses the office holder incurred in connection with a proceeding under Chapters H'3, H'4 or I'1 of the Securities Law, including reasonable litigation expenses, including attorney's fees, or in connection with Article D of Chapter Four of Part Nine of the Companies Law; and

• expenses incurred by the office holder in connection with a proceeding under Chapter G'1 of the Restrictive Trade Law 1988 (the “Restrictive Trade Law”), including reasonable litigation expenses, including attorney's fees.

Under the Companies Law, a company may insure an office holder against the following liabilities incurred for acts performed by him or her as an office holder if and to the extent provided in the company’s articles of association:

• a breach of the duty of loyalty to the company, provided that the office holder acted in good faith and had a reasonable basis to believe that the act would not harm the company;

• a breach of duty of care to the company or to a third party, to the extent such a breach arises out of the negligent conduct of the office holder;

• a financial liability imposed on the office holder in favor of a third party;

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• a payment which the office holder is obligated to make to an injured party as set forth in Section 52(54)(a)(1)(a) of the Securities Law  and expenses that the office holder incurred in connection with a proceeding under Chapters H'3, H'4 or I'1 of the Securities Law, including reasonable litigation expenses, including attorney's fees, or in connection with Article D of Chapter Four of Part Nine of the Companies Law; and

• Expenses incurred by the office holder in connection with a proceeding under Chapter G'1, of the Restrictive Trade Law, including reasonable litigation expenses, including attorney's fees.

Under the Companies Law, a company may not indemnify or insure an office holder against any of the following:

• a breach of the duty of loyalty, except for indemnification and insurance for a breach of the duty of loyalty to the company to the extent that the office holder acted in good faith and had a reasonable basis to believe that the act would not harm the company;

• a breach of duty of care committed intentionally or recklessly, excluding a breach arising out of the negligent conduct of the office holder;

• an act or omission committed with intent to derive illegal personal benefit; or

• a fine or forfeit levied against the office holder.

Further, the Securities Law, prohibits companies from exempting or indemnifying in advance or entering into a contract to insure the liability of an office holder of the company for (A) financial sanctions pursuant to the provisions of Chapter H’3 of the Securities Law; (B) administrative infringements pursuant to the provisions of Chapter H’4 of the Securities Law or (C) infringements pursuant to the provisions of Chapter I’1 of the Securities Law.

Under the Israeli Companies Law, exculpation, indemnification and insurance of office holders in a public company must be approved by the compensation committee and the board of directors and, with respect to certain office holders or under certain circumstances, also by the shareholders.

The Company’s amended and restated articles of association permit it to exculpate, indemnify and insure its office holders to the fullest extent permitted or to be permitted by the Israeli Companies Law.

The Company has obtained directors’ and officers’ liability insurance for the benefit of its office holders and intends to continue to maintain such coverage and pay all premiums thereunder to the fullest extent permitted by the Israeli Companies Law.

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Item 8. Exhibits

Exhibit Number	Description	Method of Filing
4.1	Amended and Restated Articles of Association	Filed as an Exhibit to our registration statement on Form S-8, as filed with the Securities and Exchange Commission on February 11, 2008, and incorporated herein by reference.
4.2	Amendment to Articles of Association of the Registrant.	Incorporated by reference to Proposal 5 found in Exhibit 2 to the Form 6-K as filed with the Securities and Exchange Commission on March 1, 2012, and incorporated herein by reference
4.3	Amendment to Articles of Association of the Registrant	Incorporated by reference to Annex B found in Exhibit 2 to the Form 6-K as filed with the Securities and Exchange Commission on April 26, 2016, and incorporated herein by reference.
5.1	Opinion of Yigal Arnon & Co., Israeli counsel to the Registrant, as to the validity of the Ordinary Shares (including consent).	Filed herewith.
10.1	Silicom Ltd. - Global Share Incentive Plan (2013)	Incorporated by reference to Exhibit 4.3 to the Registrants Registration Statement on Form S-8 (File No. 333-193034), filed with the Commission on December 23, 2013.
23.1	Consent of Somekh Chaikin, Independent Registered Public Accounting Firm	Filed herewith.
24.1	Powers of Attorney (included on signature pages hereof).	Filed herewith.

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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 Kfar-Sava, State of Israel on October 29, 2020.

SILICOM LTD.
By:	/s/ Shaike Orbach
Name:	Shaike Orbach
Title:	Director, President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, each director and officer whose signature appears below constitutes and appoints, Shaike Orbach, Avi Eizenman, Eran Gilad or any of them, his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, to sign in any and all capacities any and all amendments or post-effective amendments to this registration statement on Form S-8 and to file the same with all exhibits thereto and other documents in connection therewith with the Securities Exchange Commission, granting such attorneys-in-fact and agents, and each of them, full power and authority to do all such other acts and execute all such other documents as they, or any of them, may deem necessary or desirable in connection with the foregoing, as fully as the undersigned might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

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

Signature	Title	Date
/s/ Avi Eizenman	Active Chairman of the Board	October 29, 2020
Avi Eizenman
/s/ Shaike Orbach	Director, President and Chief Executive Officer	October 29, 2020
Shaike Orbach	(Principal Executive Officer)
/s/ Eran Gilad	Chief Financial Officer	October 29, 2020
Eran Gilad	(Principal Financial and Accounting Officer)
/s/ Eli Doron	Director	October 29, 2020
Eli Doron
/s/ Ilan Erez	Director	October 29, 2020
Ilan Erez
/s/ Ayelet Aya Hayak	Director	October 29, 2020
Ayelet Aya Hayak

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EX-5.1

Exhibit 5.1

 

Yigal Arnon (1929-2014) Dror Vigdor Amalia Meshi Amnon Lorch Hagai Shmueli Barry Levenfeld David H. Schapiro Hagit Bavly Orna Sasson Barak Tal Shiri Shaham Doron Tamir Daniel Abarbanel David Osborne Gil Oren Ronit Amir Yaniv Orly Tsioni Mordehai Baicz Barak Platt Benjamin Horef Yoran Gill Asaf Eylon Daniel Marcovici Adrian Daniels Yuval Shalheveth Jacob Ben Chitrit Peter Sugarman Ben Sandler Boaz Fiel Joeri Kreisberg Simon Weintraub Ruth Loven Yarom Romem Adam Spruch Yuval Bargil Eliran Furman Eran Lempert Ofir Levy
Daniel Green Hanital Belinson Yoheved Novogroder
Oren Roth
Dror Varsano Odelia Sidi Shira Lahat Micki Shapira Eran Zach Ido Chitman Aner Hefetz David Akrish Nir Rosner Assaf Mesica Liron Hacohen Guy Fuhrer Ezra Gross David Roness Eli Greenbaum Lee Maor
Nimrod Vromen Guy Sagiv Shani Rapoport Lior Gelbard Keren Tal Naftali Nir Yael Hoefler Sagi Schiff Netanella Treistman Daniel Damboritz Yulia Lazbin Joshua Lieberman Eyal Aichel Roy Masuri
Avi Anouchi Sivan Gilron Dotan Tomer Bar-Nathan Edan Regev Michal Sagmon Hila Rot
Neta Goshen Chen Lanir Daphna Livneh Tamar Gilboa
Adi Samuel Alona Toledano
Elad Offek Yuval Shamir Lihi Katzenelson
Inbar Hakimian-Nahari Shahar Uziely Yehudit Biton Gitit Ramot-Adler
Omri Schnaider Rinat Michael Adi Attar Daniella Milner Amos Oseasohn Guy Kortany Ofir Paz Goor Koren
Adi Daniel Dafna Shaham Miriam Friedmann Roni Osborne Ortal Zanzuri Roey Sasson Shir Eshkol Nir Rodnizky Noam Shochat Noa Slavin
Michael Horowitz Guy Fatal
Shani Lorch Itamar Cohen
Shai Margalit Yonatan Whitefield Moshe Lankry
Nir Kamhi Shira Teger Rachel Lerman Ravid Saar Sophie Blackston Elad Morgenstern
Ron Ashkenazi Sara Haber Carmel Nudler Shmuel Brill Yehonatan Cohen David Shmulevitz Tair Cherbakovsky Ophir Dagan Guy Ziv-Shalom Liad Kalderon Nataly Damary Shiran Glitman Dani Weissberg Lareine Khoury Nohar Hadar Shirley Youseri Nitzan Kahana
Tali Har-Oz Tal Alon Ohad  Sarusi Mor Ido Nechemia Englman Tomer Tako
Natalie Korenfeld Moshe Pasker Mazi Ohayon Nitzan Fisher-Conforti Victoria Savu Derora Tropp Hila Amiel Chaim Cohen Michal Mor Daniel Siso Maytal Spivak Avraham Schoen Elan Loshinsky Ariel Even Noah Zivan Josh Hauser Eitan Cohen Itai Guttel Dror Kanarik Sarig Royi Heilig Maor Alev Tamar Drori Vered Glaubach Yair Taitelbaum Gabi Priel Regina Pevzner
Sophy Litvin Igal Lavi Maor Layani Areen Nashef Tal Slabbaert David Chesterman Ido Zahavi Guy Yarom Ben Nachshon Danielle Berkowicz Inbar Rosenthal Hadar Stein Dan Shimon Matan Zigel Avital Salzman Aharon Topper Rotem Cohen Idan Adar Shahar Iluz Itay Ashkenazi Roei Brizel Ido Sella Evyatar Latz Hadil Nassif Maayan Malka Rublin Ran Aziel Dima Trostianesky Gidon Weinstock Of Counsel Roy Keidar Of Counsel Tamar Tavory Of Counsel Paul H. Baris (1934-2010) Rami Kook Nira Kuritzky Eran Ilan

Tel Aviv | October 29, 2020

Silicom Ltd.

14 Atir Yeda Street,

Kfar Sava 4464323, Israel

Re: Registration Statement on Form S-8

Dear Sirs:

We have acted as Israeli counsel for Silicom Ltd., a company organized under the laws of the State of Israel (the “Company”), in connection with the registration statement on Form S-8 (the “Registration Statement”) filed with the Securities and Exchange Commission under the Securities Act of 1933 (the “Securities Act”) for the purpose of registering an additional 600,000 ordinary shares of the Company, par value NIS 0.01 per share (the “Ordinary Shares”), that may be issued pursuant to equity-based awards granted under the Company’s Global Share Incentive Plan (2013) (hereinafter, the “Plan”). The Ordinary Shares referred to above are referred to herein as the “Award Shares.”

In rendering an opinion on the matters hereinafter set forth, we have assumed the authenticity of all original documents submitted to us as certified, conformed or photographic copies thereof, the genuineness of all signatures and the due authenticity of all persons executing such documents. We have assumed the same to have been properly given and to be accurate, we have assumed the truth of all facts communicated to us by the Company, and we have also assumed that all consents, minutes and protocols of meetings of the Company’s board of directors and shareholders meetings of the Company which have been provided to us are true, accurate and have been properly prepared in accordance with the Company’s incorporation documents and all applicable laws. In addition, we have assumed that in connection with the issuance of Ordinary Shares under the Plan, the Company will either (i) receive consideration in an amount not less than the aggregate par value of the Award Shares covered by each such issuance, or (ii) otherwise act as required pursuant to the Israeli Companies Law 5799-1999 to record on the Company’s balance sheet under shareholder’s equity, the aggregate par value of the Award Shares covered by each such issuance.

On the basis of such investigation as we have deemed necessary, and subject to the assumptions set forth above, we are of the opinion that the Award Shares have been duly and validly authorized for issuance and, when issued upon due exercise in accordance with the applicable award agreement and governing Plan, will be legally issued, fully paid and non-assessable.

We hereby 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 come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, or the Rules and Regulations of the Securities and Exchange Commission thereunder.

The above opinion is based on facts existing on the date hereof and of which we are aware. We express no opinion as to any laws other than the laws of the State of Israel as the same are in force on the date hereof and we have not, for purpose of giving this opinion, made any investigation of the laws of any other jurisdiction. This opinion is limited to the matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated.

This opinion letter is rendered as of the date hereof and we disclaim any obligation to advise you of facts, circumstances, events or developments that may be brought to our attention after the effective date of the Registration Statement that may alter, affect or modify the opinions expressed herein.

Very truly yours,

/s/ Yigal Arnon & Co.

——————————————

Yigal Arnon & Co.

     1 Azrieli Center, Tel Aviv, 6702101 | Phone: +972-3-6087777  | Fax: +972-3-6087724

     31 Hillel Street, Jerusalem, 9458131 | Phone: +972-2-6239239  | Fax: +972-2-6239233

     www.arnon.co.il | info@arnon.co.il

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EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Silicom Ltd.:

We consent to the use of our report with respect to the consolidated financial statements and the effectiveness of internal control over financial reporting incorporated by reference herein.

Our report refers to a change to the method of accounting for leases.

/s/ Somekh Chaikin

Somekh Chaikin

Certified Public Accountants (Israel)

A member firm of KPMG International

Tel Aviv, Israel

October 29, 2020