UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
8-A
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT
TO SECTION 12(b) OR 12(g) OF THE
SECURITIES
EXCHANGE ACT OF 1934
INCREDIMAIL
LTD.
(Exact
name of Registrant as specified in Its Charter)
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Israel
(State
of Incorporation or Organization)
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N/A
(IRS
Employer Identification Number)
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2
Kaufman Street
Tel
Aviv, Israel 68012
(Address
of Principal Executive Offices including Zip Code)
If
this
form relates to the registration of a class of securities pursuant to Section
12(b) of the Exchange Act and is effective pursuant to General Instruction
A.(c), please check the following box. ¨
If
this
form relates to the registration of a class of securities pursuant to Section
12(g) of the Exchange Act and is effective pursuant to General Instruction
A.(d), please check the following box. [X]
Securities
Act registration statement file number to which this form relates: 333-129246
(if applicable)
Securities
to be registered pursuant to Section 12(b) of the Act:
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Title
Of Each Class
To
Be So Registered
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Name
Of Each Exchange On Which
Each
Class Is To Be Registered
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Securities
to be registered pursuant to Section 12(g) of the Act:
Ordinary
Shares, par value NIS 0.01 per share
(Title
of
Class)
(Title
of
Class)
INFORMATION
REQUIRED IN
REGISTRATION
STATEMENT
Item
1. Description
of Registrant’s Securities to be Registered.
A
description of the ordinary shares of IncrediMail Ltd. (the “Registrant”) is set
forth under the caption “Description of Share Capital” in the preliminary
prospectus included in the registration statement on Form F-1 (File No.
333-129246) filed by the Registrant with the Securities and Exchange Commission
on October 25, 2005, as amended from time to time (the “Registration
Statement”), which is hereby incorporated herein by reference. The final
prospectus will be filed pursuant to Rule 424(b) under the Securities Act
of
1933, as amended, and, upon filing, shall be deemed incorporated by reference
herein.
The
following exhibits to this registration statement have been filed as exhibits
to
the Registration Statement and are hereby incorporated herein by
reference:
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1
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Form
of Articles of Association of Registrant to become effective
upon the
closing of the Registrant’s initial public offering (incorporated by
reference to Exhibit 3.5 of the Registration
Statement)
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SIGNATURES
Pursuant
to the requirements of Section 12 of the Securities Exchange Act of 1934,
the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized.
INCREDIMAIL
LTD.
Title:
Chief
Executive Officer
