Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan — Form S-8 Filing Table of Contents
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S-8 — Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan
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)
Israel
(State or Other Jurisdiction of Incorporation or Organization)
Not Applicable
(I.R.S. Employer Identification No.)
8 Hanagar St., P.O.Box 2164
Kfar-Sava 44425, Israel.
(Address of Principal Executive Offices)
U.S. Share Option Plan (2000)
Share Option Plan (2004)
(Full Title of Plans)
Silicom Connectivity Solutions, Inc.
6 Forest Avenue Paramus
New Jersey, USA, 07652
Tel: 201-843-1175
Facsimile: 201-843-1457
(Name, address and telephone number of agent for service)
Copies of all Correspondence to:
DAVID H. SCHAPIRO, ESQ.
Yigal Arnon & Co.
1 Azrieli Center
Tel Aviv, 67021 Israel
Tel: 972-3-608-7856
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
NIS 0.01 per share
To be issued under the
Registrant's U.S. Share
Option Plan (2000)
191,200
(2)
$
15.21
(3)
$
2,908,152
$
114.29
To be issued under the
Registrant's Share Option
Plan (2004), as amended
143,750
(4)
$
15.21
(3)
$
2,186,437.50
$
85.93
Issued under the
Registrant's U.S. Share
Option Plan (2000)
8,800
(5)(6)
$
4.06
(7)
$
35,728
$
1.40
Issued under the
Registrant's Share Option
Plan (2004), as amended
439,000
(8)(6)
$
6.51
(9)
$
2,857,890
$
112.32
TOTAL:
782,750
$
313.94
(1)
This
registration statement shall also cover any additional Ordinary Shares which
may become issuable under the U.S. Share Option Plan (2000) and Share Option
Plan (2004), 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)
Represents
Ordinary Shares that may be issued pursuant to future awards under the U.S.
Share Option Plan (2000).
(3)
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(c) and Rule 457(h)(1) of the Securities
Act of 1933, as amended (the “Securities Act”), based on the average
of the high and low prices for the Registrant’s Ordinary Shares on the
Nasdaq Capital Market on February 8, 2008.
(4)
Represents
Ordinary Shares that may be issued pursuant to future awards under the Share
Option Plan (2004), as amended.
(5)
Represents
Ordinary Shares underlying options granted under the U.S. Share Option Plan
(2000).
(6)
To
the extent outstanding awards terminate, expire or otherwise cease to exist
without having been exercised, the Ordinary Shares subject to such awards will
become available for future issuance.
The
proposed maximum offering price per share has been estimated, solely for the
purpose of calculating the registration fee pursuant to Rule 457(h) of the
Securities Act, based on a weighted average exercise price of the 8,800
Ordinary Shares underlying options granted under the U.S. Share Option Plan
(2000).
(8)
Represents
Ordinary Shares underlying options granted under the Share Option Plan (2004),
as amended.
(9)
The
proposed maximum offering price per share has been estimated, solely for the
purpose of calculating the registration fee pursuant to Rule 457(h) of the
Securities Act, based on a weighted average exercise price of the 439,000
Ordinary Shares underlying options granted under the Share Option Plan (2004),
as amended.
INFORMATION REQUIRED
IN THE SECTION 10(a) PROSPECTUS
EXPLANATORY NOTE
Item 1.
Plan information
As permitted by the rules of the
Securities and Exchange Commission, this Registration Statement omits the information
specified in Part I of Form S-8.
Item 2.
Information and employee plan annual information
The Registrant will provide without
charge to each person to whom a copy of a Section 10(a) Prospectus hereunder is delivered,
upon the oral or written request of such person, a copy of any document incorporated in
this Registration Statement by reference. Requests for such information should be directed
to 8 Hanagar St., P.O. Box 2164 Kfar-Sava 44425, Israel. Our telephone number is
972-9-764-4555.
THE COMPANY HAS RECEIVED FROM THE
SECURITIES AUTHORITY OF THE STATE OF ISRAEL AN EXEMPTION PURSUANT TO THE PREVAILING LAWS
OF THE STATE OF ISRAEL, WITH RESPECT TO THE OFFERING OF SECURITIES DESCRIBED IN THIS
PROSPECTUS. NOTHING IN SUCH EXEMPTION SHALL BE CONSTRUED AS AUTHENTICATING THE MATTERS
CONTAINED IN THIS PROSPECTUS OR AS AN APPROVAL OF THEIR RELIABILITY OR ADEQUACY OR AS AN
EXPRESSION OF OPINION AS TO THE QUALITY OF THE SECURITIES OFFERED HEREBY.
INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT
Item 3.
Incorporation of Certain Documents By Reference
The
following documents filed with the Securities and Exchange Commission (the
“Commission”) by the Registrant, Silicom Ltd., a company organized under the
laws of the State of Israel (the “Company”), pursuant to the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), are incorporated by reference in
this registration statement:
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 Company 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 shares offered hereby have been sold or which deregisters all 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. Any statement
contained in a document 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 incorporated or 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.
The
Israeli Companies Law-1999, or the Companies Law, provides that a company may include in
its articles of association provisions allowing it to:
1.
partially
or fully, exempt in advance, an office holder of the company from his responsibility for
damages caused by the breach of his duty of care to the company, except for
damages caused to the company due to any breach of such office holder's duty of
care towards the company in a "distribution" (as defined in the Companies Law).
2.
enter
into a contract to insure the liability of an office holder of the company by reason of
acts or omissions committed in his capacity as an office holder of the company
with respect to the following:
(a)
the
breach of his duty of care to the company or any other person;
(b)
the
breach of his fiduciary duty to the company to the extent he acted in good
faith and had a reasonable basis to believe that the act or omission would
not prejudice the interests of the company; and
(c)
monetary
liabilities or obligations which may be imposed upon him in favor of other
persons.
monetary
liabilities or obligations imposed upon, or actually incurred by, such
officer holder in favor of other persons pursuant to a court judgment,
including a compromise judgment or an arbitrator’s decision approved
by a court, by reason of acts or omissions of such officer holder in his
or her capacity as an office holder of the company;
(b)
reasonable
litigation expenses, including attorneys’ fees, actually incurred by
such office holder due to an investigation or a proceeding instituted
against such office holder by an authority competent to administrate such
an investigation or proceeding, and that was finalized without the filing
of an indictment against such office holder and without any financial
obligation imposed on such office holder in lieu of criminal proceedings,
or that was finalized without the filing of an indictment against such
office holder but with financial obligation imposed on such office holder
in lieu of criminal proceedings of a crime which does not require proof of
criminal intent, in each case by reason of acts of such officer holder in
his or her capacity as an office holder of the company; and
reasonable
litigation expenses, including attorney’s fees, actually incurred by
such office holder or imposed upon him or her by a court, in an action,
suit or proceeding brought against him or her by or on behalf of us or by
other persons, or in connection with a criminal action from which he or she
was acquitted, or in connection with a criminal action which does not
require criminal intent in which he was convicted, in each case by reason
of acts or omissions of such officer holder in his or her capacity as an
office holder.
The
Companies Law provides that a company’s articles of association may provide for
indemnification of an office holder post-factum and may also provide that a company may
undertake to indemnify an office holder in advance, as described in:
i.
sub-section
3(a) above, provided such undertaking is limited to and actually sets
forth the types of occurrences, which, in the opinion of the company’s
board of directors based on the current activity of the company, are, at
the time such undertaking is provided, foreseeable, and to an amount and
degree that the board of directors has determined is reasonable for such
indemnification under the circumstances; and
ii.
sub-sections
3(b) and 3(c) above.
The
Companies Law provides that a company may not indemnify or exempt the liabilities of an
office holder or enter into an insurance contract which would provide coverage for the
liability of an office holder with respect to the following:
š
a
breach of his fiduciary duty, except to the extent described above;
š
a
breach of his duty of care, if such breach was done intentionally, recklessly or with
disregard of the circumstances of the breach or its consequences, but excluding a breach
due to negligence only;
š
an
act or omission done with the intent to unlawfully realize personal gain; or
š
a
fine or monetary settlement imposed upon him.
Under
the Companies Law, the term “office holder” means a director, managing director,
general manager, chief executive officer, executive vice president, vice president, other
managers directly subordinate to the managing director and any other person fulfilling or
assuming any such position or responsibility without regard to such person’s title.
The
grant of an exemption, an undertaking to indemnify or indemnification of, and procurement
of insurance coverage for, an office holder of a company requires, pursuant to the
Companies Law, the approval of our audit committee and board of directors, and, in certain
circumstances, including if the office holder is a director, the approval of our
shareholders.
Our
Amended and Restated Articles of Association allow us to indemnify and insure our office
holders to the fullest extent permitted by the Companies Law. We have entered into
agreements with our office holders according to which we have undertaken to indemnify them
to such extent. We have never had the occasion to indemnify any of our office holders and
are not aware of any pending or threatened litigation or proceeding involving any our
office holders in which indemnification is sought. We also maintain a directors and
officers insurance policy.
Consent
of Yigal Arnon & Co. (included in the opinion filed as
Exhibit 5.1).
23.2
Consent
of Somekh Chaikin, Independent Registered Public
Accounting Firm.
24.1
Power
of Attorney (set forth on signature page).
Item 9.
Undertakings.
(a)
The undersigned Registrant 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
hereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in this Registration Statement. Notwithstanding
the foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum aggregate offering
price set forth in the “Calculation of Registration Fee” table in the
effective registration statement; and
(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 (a)(1)(i) and (a)(1)(ii) do not apply if the registration
statement is on Form S-8, and the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished to the
Commission by the Registrant 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 herein, 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 which remain unsold at the termination of the
offering.
(4) That,
for the purpose of determining liability under the Securities Act of 1933 to
any purchaser:
Each
prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be
deemed to be part of the registration statement as of the date the filed
prospectus was deemed part of and included in the registration statement;
and
B.
Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or
(b)(7) as part of a registration statement in reliance on Rule 430B
relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x)
for the purpose of providing the information required by section 10(a) of
the Securities Act of 1933 shall be deemed to be part of and included in
the registration statement as of the earlier of the date such form of
prospectus is first used after effectiveness or the date of the first
contract of sale of securities in the offering described in the
prospectus. As provided in Rule 430B, for liability purposes of the issuer
and any person that is at that date an underwriter, such date shall be
deemed to be a new effective date of the registration statement relating
to the securities in the registration statement to which that prospectus
relates, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof. Provided, however, that no
statement made in a registration statement or prospectus that is part of
the registration statement or made in a document incorporated or deemed
incorporated by reference into the registration statement or prospectus
that is part of the registration statement will, as to a purchaser with a
time of contract of sale prior to such effective date, supersede or modify
any statement that was made in the registration statement or prospectus
that was part of the registration statement or made in any such document
immediately prior to such effective date; or
If
the Registrant is subject to Rule 430C, each prospectus filed pursuant to
Rule 424(b) as part of a registration statement relating to an offering,
other than registration statements relying on Rule 430B or other than
prospectuses filed in reliance on Rule 430A, shall be deemed to be part of
and included in the registration statement as of the date it is first used
after effectiveness. Provided, however, that no statement made in a
registration statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed incorporated by
reference into the registration statement or prospectus that is part of
the registration statement will, as to a purchaser with a time of contract
of sale prior to such first use, supersede or modify any statement that
was made in the registration statement or prospectus that was part of the
registration statement or made in any such document immediately prior to
such date of first use.
(5) That,
for the purpose of determining liability of the Registrant under the Securities
Act of 1933 to any purchaser in the initial distribution of the securities: The
undersigned Registrant undertakes that in a primary offering of securities of
the undersigned Registrant pursuant to this registration statement, regardless
of the underwriting method used to sell the securities to the purchaser, if the
securities are offered or sold to such purchaser by means of any of the
following communications, the undersigned Registrant will be a seller to the
purchaser and will be considered to offer or sell such securities to such
purchaser:
i.
Any
preliminary prospectus or prospectus of the undersigned Registrant relating
to the offering required to be filed pursuant to Rule 424;
ii.
Any
free writing prospectus relating to the offering prepared by or on behalf of
the undersigned Registrant or used or referred to by the undersigned
Registrant;
iii.
The
portion of any other free writing prospectus relating to the offering
containing material information about the undersigned Registrant or its
securities provided by or on behalf of the undersigned Registrant; and
Any
other communication that is an offer in the offering made by the undersigned
Registrant to the purchaser.
(b)
The undersigned Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the
Registrant’s annual reports 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
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant 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 Registrant 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 such Act and will be governed by the final adjudication
of such issue.
Pursuant
to the requirements of 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 Kfar-Sava, Israel on the 10th day of
February, 2008.
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.
