S-8

As filed with the Securities and Exchange Commission on March 30, 2011

 Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

POINTER TELOCATION LTD.

(Exact name of Registrant as specified in its charter)

Israel (State or other jurisdiction of incorporation or organization) Not Applicable (I.R.S. Employer Identification No.)

14 Ha'melacha Street

Park Afek, Rosh Ha'ayin, 48091, Israel

972-3-572-3111

(Address of Registrant’s principal executive offices)

POINTER TELOCATION LTD. EMPLOYEE SHARE OPTION PLAN (2003)

(Previously named Nexus Telocation Systems Ltd. Employee Share Option Plan (2003))

(full title of the plan)

Pointer Telocation Ltd.

14 Ha'melacha Street

Park Afek, Rosh Ha'ayin, 48091, Israel

972-3-572-3111

 (Name and address of agent for service)

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

Copies to:

    Orly Tsioni, Adv.

       Yigal Arnon & Co.

1Azrieli Center

            Tel Aviv 67021, Israel

 (972-3) 608-7777

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered1	Proposed maximum offering price per share	Proposed maximum aggregate offering price per share	Amount of registration fee2
Ordinary Shares	500,000	$5.96	$2,980,000	$346

1  In addition, in accordance with Rule 416(a) under the Securities Act of 1933, this registration statement also covers such indeterminate number of shares as may become subject to options under the Pointer Telocation Ltd. Employee Share Option Plan (2003) (Previously known as Nexus Telocation Systems Ltd. Employee Share Option Plan (2003)) as a result of the adjustment provisions therein.

 

2 The registration fee for Ordinary Shares which may be purchased upon exercise of outstanding options under the plan was calculated pursuant to Rule 457(h) and pursuant to Section 6(b) of the Securities Act of 1933, as amended by taking the average of high and low prices of the Ordinary Shares on the Nasdaq Capital Market on March 28, 2011.

REGISTRATION OF ADDITIONAL SECURITIES

EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed with the Securities Exchange Commission for the purpose of registering an additional 500,000 Ordinary Shares, par value NIS 3.00 each, of Pointer Telocation Ltd. (the "Registrant"), issuable pursuant to the Registrant's Employee Share Option Plan (2003), as amended (the "Plan"). The Registrant's earlier Registration Statements on Form S-8, filed on March 9, 2004, file number 333-113420, relating to 15,000,000 of its Ordinary Shares, par value NIS 0.03 each (which after the consolidation of the share capital of the Registrant constitutes 150,000 Ordinary Shares, par value NIS 3.00 each), filed on September 9, 2004, file number 333-118897, relating to 3,000,000 of its Ordinary Shares, par value NIS 0.03 each (which after the consolidation of the share capital of the Registrant constitutes 30,000 Ordinary Shares, par value NIS 3.00 each), filed on December 29, 2006, file number 333-139717, relating to 100,000 of its Ordinary Shares, par value NIS 3.00 each, and filed on March 15, 2007, file number 333-141306, relating to 150,000 of its Ordinary Shares, par value NIS 3.00 each, issuable pursuant to the Plan, is incorporated herein by reference. These additional 500,000 Ordinary Shares, par value NIS 3.00 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 13, 2011.

PART II

INFORMATION REQRUIRED IN THE REGISTRATION STATEMENT

Item 3.             Incorporation of Certain Information by Reference

Pursuant to General Instruction E to Form S-8 the following documents filed by the Registrant are incorporated by reference in this registration statement.

Registrant’s Annual Report on Form 20-F for the year ended December 31, 2010,  filed on March 30, 2011, including any amendment or report subsequently filed by the Registrant for the purpose of updating the information contained therein.

In addition, all subsequent annual reports filed on Form 20-F prior to the termination of this offering are incorporated by reference into this Registration Statement. Also, we may incorporate by reference our future reports on Form 6-K by stating in those Forms that they are being incorporated by reference into this prospectus.

All documents subsequently filed by the registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Registration Statement and 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, are deemed to be incorporated by reference into this Registration Statement and to be part hereof from the respective dates of filing of such documents. Any statement contained in this Registration Statement or in a document incorporated by reference shall be deemed modified or superseded to the extent that a statement contained in any subsequently filed document which also is or is deemed to be incorporated byreference herein or therein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed to constitute a part hereof, except as so modified or superseded.

Item 8.	Exhibits
Exhibit 5.1  Exhibit 23.1 Exhibit 23.2   Exhibit 23.3 Exhibit 23.4 Exhibit 24.1	Opinion of Yigal Arnon & Co. Consent of Yigal Arnon & Co. (included in the opinion of Yigal Arnon & Co. filed as Exhibit 5.1 herein). Consent of Kost Forer Gabbay & Kasierer - Independent Registered Public Accounting Firm Consent of Grant Thornton Argentina S.C. Consent of Salles, Sainz – Grant Thornton, S.C. Power of Attorney (see Page II-3 of this Registration Statement)

2

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 City of Rosh Ha'ayin, State of Israel, on the 30th day of March, 2011.

POINTER TELOCATION LTD.

By: /s/ Yossi Ben Shalom

Yossi Ben Shalom,

Chairman of the Board of Directors

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Yossi Ben Shalom, his true and lawful attorney-in-fact, and agent each with power to act with or without the other, and with full power of substitution and resubstitution, to execute in the name of such person, in his capacity as a director or officer of Pointer Telocation Limited, any and all amendments to this Registration Statement on Form S-8 and all instruments necessary or incidental in connection therewith, and to file the same with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or their substitutes, may 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 the capacities and on the dates indicated:

Signature	Title	Date
/s/ Yossi Ben Shalom	Chairman of the Board of Directors	March 30, 2011
Yossi Ben Shalom
/s/ David Mahlab	Chief Executive Officer	March 30, 2011
David Mahlab
/s/ Zvi Fried	Chief Financial Officer	March 30, 2011
Zvi Fried
/s/ Barak Dotan	Director	March 30, 2011
Barak Dotan
/s/ Alicia Rotbard	Director	March 30, 2011
Alicia Rotbard
/s/ Yoel Rosenthal	Director	March 30, 2011
Yoel Rosenthal
/s/ Zvi Rotenberg	Independent Director	March 30, 2011
Zvi Rotenberg
/s/ Gil Oren	Independent Director	March 30, 2011
Gil Oren

3

EXHIBIT INDEX

Exhibit 5.1    Exhibit 23.1   Exhibit 23.2     Exhibit 23.3   Exhibit 23.4   Exhibit 24.1 Opinion of Yigal Arnon & Co. Consent of Yigal Arnon & Co. (included in the opinion of Yigal Arnon & Co. filed as Exhibit 5.1 herein). Consent of Kost Forer Gabbay & Kasierer - Independent Registered Public Accounting Firm Consent of Grant Thornton Argentina S.C. Consent of Salles, Sainz – Grant Thornton, S.C. Power of Attorney (see Page II-3 of this Registration Statement)

4

EX-5.1

    Exhibit 5.1

Tel Aviv | March 30, 2011

Direct Dial:     972-3-6087842

Direct Fax:      972-3-608-7713 or -7714

Email:             orly@arnon.co.il

Pointer Telocation Ltd.

14 Ha'melacha Street

Park Afek,

Rosh Ha'ayin, 48091

Israel

Ladies and Gentlemen:

Re:  Registration Statement on Form S-8

Dear Sirs:

We have acted as counsel for Pointer Telocation Ltd., a company organized under the laws of Israel (the "Company"), in connection with the Registration Statement on Form S-8 (the "Registration Statement") being filed by the Company under the Securities Act of 1933, for the purposes of registering an additional 500,000 of its Ordinary Shares, par value New Israeli Shekel 3.00 per share (the "Option Shares"), under the Pointer Telocation Ltd. Employee Share Option Plan 2003 (the "Plan"). 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 Option Shares under the Plan, the Company will receive consideration in an amount not less than the aggregate par value of the Option Shares covered by each such issuance.

On the basis of such investigation as we have deemed necessary, we are of the opinion that the Option Shares have been duly and validly authorized for issuance and, when issued upon due exercise of options granted or hereafter granted under the Plan in accordance with the provisions of the Plan and the related option agreements (including payment of the option exercise price provided for therein), will be fully paid and nonassessable.

The above opinion is based on facts existing on the date hereof and of which we are aware. We are members of the Israeli bar, and the opinions expressed herein are limited to questions arising under the laws of the State of Israel, and we disclaim any opinion whatsoever with respect to matters governed by 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.

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.

Sincerely,

/s/

Yigal Arnon & Co.

1 Azrieli Center, Tel Aviv 67021, Israel | Tel: (+972) 3 608 7777 | Fax: (+972) 3 608 7724

31  Hillel Street, Jerusalem 94581, Israel | Tel: (+972) 2 623 9239 | Fax: (+972) 2 623 9233

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

EX-23.2

                                                                                                                     Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement of Pointer Telocation Ltd. (the "Company") registering 500,000 Ordinary Shares of the Company, issuable pursuant to the Company's Employee Share Option Plan (2003), as amended, of our report dated March 30, 2011, with respect to the consolidated financial statements of the Company included in its Annual Report (Form 20-F), for the year ended December 31, 2010, filed with the Securities and Exchange Commission.

 /s/ Kost Forer Gabbay & Kasierer

          A Member of Ernst & Young Global

Tel Aviv, Israel

Date: March 30, 2011

EX-23.3

                                                                                                                     Exhibit 23.3

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our report dated March 29, 2011 with respect to the financial statements of Pointer Localizacion y Asistencia S.A.; such report has been included in the Annual Report of Pointer Telocation Ltd. on Form 20-F for the year ended December 31, 2010, which is incorporated by reference in this Registration Statement.  We consent to the incorporation by reference in the Registration Statement on Form S-8 of the aforementioned report, and to the use of our name as it appears under the caption “Experts”.

/s/ Grant Thornton LLP

Buenos Aires, Argentina

March 29, 2011

EX-23.4

Exhibit 23.4

Consent of Independent Auditors

We consent to the to the incorporation by reference in the Registration Statement (Form S-8) of Pointer Telocation Ltd.(the "Company") of our report dated January 25, 2008, with respect to the consolidated financial statements of the Company included in its Annual Report (Form 20-F), for the year ended December 31, 2010.

          /s/ Salles, Sainz – Grant Thornton, S.C.

Certified Public Accountants

Date: March 29, 2011