zk1516503.htm
As filed with the Securities and Exchange Commission on March 26, 2015
Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
ALLOT COMMUNICATIONS LTD.
(Exact name of registrant as specified in its charter)

Israel
  
Not Applicable
(State or Other Jurisdiction of
  
(I.R.S. Employer
Incorporation or Organization)
  
Identification Number)

Allot Communications Ltd.
22 Hanagar Street
Neve Ne’eman Industrial Zone B
Hod-Hasharon 4051317, Israel
 (Address of Principal Executive Offices)(Zip Code)

 2006 Incentive Compensation Plan
(Full Title of the Plan)

Allot Communications, Inc.
300 TradeCenter, Suite 4680
Woburn, MA 01801-7422
(Name and address of agent for service)

Tel: (781) 939-9300
 (Telephone number, including area code, of agent for service)

Copies to:
Colin J. Diamond, Esq.
White & Case LLP
1155 Avenue of the Americas
New York, NY 10036
Tel: (212) 819-8200
Fax: (212) 354-8113
Rael Kolevsohn, Adv.
VP Legal Affairs & General Counsel
Allot Communications Ltd.
22 Hanagar Street
Hod-Hasharon 4501317, Israel
Tel/Fax: +972 (9) 762-8419
Aaron M. Lampert, Adv.
Goldfarb Seligman & Co.
98 Yigal Alon Street
Tel Aviv, 67891 Israel
Tel: +972 (3) 608-9999
Fax: +972 (3) 608-9855
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a small reporting company. (Check one):
 
Large accelerated filer
 ¨
 
  
Accelerated filer
T
  
Non-accelerated filer
 ¨
   (Do not check if a smaller reporting company)
  
Smaller reporting company
¨
  

 
 
 

CALCULATION OF REGISTRATION FEE
 
 
Title of Securities to be Registered
  
Amount to be
Registered (1)
    
Proposed Maximum
Offering Price per Share (3)
    
Proposed Maximum
Aggregate Offering Price (3)
    
Amount of
Registration Fee (3)
  
Ordinary Shares, par value New Israeli Shekel (“NIS”) 0.10 per share (“Ordinary Shares”)
     116,428(2)     $ 9.21     $
1,072,302
     $
124.60
  
 
(1)
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers such indeterminate number of Ordinary Shares as may be offered or issued to prevent dilution resulting from stock splits, stock dividends, or similar transactions pursuant to the terms of the 2006 Incentive Compensation Plan (the “2006 Plan”).
 
(2)
Represents an automatic increase to the number of shares available for issuance under the 2006 Plan to be granted under the 2006 Plan.
 
(3) 
Calculated in accordance with Rule 457(h)(1) and 457(c) promulgated under the Securities Act, based on the average of the high and low prices (which was $9.34 and $9.07, respectively) of the registrant’s Ordinary Shares on the NASDAQ Global Select Market on March 25, 2015
 
 
 
 
 
EXPLANATORY NOTE
 
This Registration Statement is being filed to register an additional 116,428 ordinary shares, par value NIS 0.10 per share (“Ordinary Shares”), of Allot Communications Ltd. (the “Company,” the “Registrant” or “Allot Communications”) issuable pursuant to the Allot Communications Ltd. 2006 Incentive Compensation Plan (the “2006 Plan”).

In accordance with General Instruction E of Form S-8, the contents of the Registrant’s Registration Statement on Form S-8 (File No. 333-140701), filed with the Securities and Exchange Commission (the “SEC”) on February 14, 2007, as supplemented, amended or superseded by the Registrant’s Registration Statements on Form S-8 (File Nos. 333-149237, 333-159306, 333-165144, 333-172492, 333-180770 , 333-187406 and 333-194833) filed with the SEC on February 14, 2008,  May 18, 2009, March 2, 2010, February 28, 2011, April 17, 2012, March 21, 2013 and March 26, 2014, respectively, are incorporated herein by reference and the information required by Part II is omitted, except as supplemented by the information set forth below. References to “we”, “our” or “us” below refer to Allot Communications and its consolidated subsidiaries.

PART II
 
Information Required in the Registration Statement
 
Item 3.  Incorporation of Documents by Reference.
 
We hereby incorporate by reference the following documents (or portions thereof) that we have filed with or furnished to the Commission:
 
 
(a)
Our Annual Report on Form 20-F for the year ended December 31, 2014, filed with the SEC pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on March 26, 2015.
 
 
(b)
The description of our Ordinary Shares under “Item 1. Description of Registrant’s Securities to be Registered” in our registration statement on Form 8-A (File No. 001-33129), filed with the SEC on November 3, 2006, including any subsequent amendment or any report filed for purposes of updating such description.
 
All other documents filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act and, to the extent specifically designated therein, Reports of Foreign Private Issuer on Form 6-K furnished by us to the SEC that are identified in such forms as being incorporated into this Registration Statement, in each case, subsequent to the effective date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered hereunder have been sold, or deregistering all securities then remaining unsold, are also incorporated herein by reference and shall be a part hereof from the date of the filing or furnishing of such documents.

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

 
 
 
Item 8.  Exhibits.
 
Exhibit Number
  
 
Exhibit
     
4.1
  
Allot Communications Ltd. 2006 Incentive Compensation Plan (1)
4.2
  
Articles of Association of the Registrant (2)
4.4
  
Specimen ordinary share certificate of the Registrant (3)
5
  
Opinion of Goldfarb Seligman & Co. as to the legality of Allot Communications Ltd.’s Ordinary Shares being registered*
23.1
  
Consent of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global *
23.2
  
Consent of Goldfarb Seligman & Co., Israeli counsel to the Registrant (included in Exhibit 5)*
24
  
Power of Attorney (included on the signature page of this Registration Statement)*
 
    
(1)
  
Previously filed with the Securities and Exchange Commission on March 27, 2014 as Exhibit 4.5 to the Company’s Form 20-F for the year ended December 31, 2013 (File No. 001-33129) and incorporated by reference herein.
(2)
  
Previously filed with the Securities and Exchange Commission on March 27, 2014 as Exhibit 1.1 to the Company’s Form 20-F for the year ended December 31, 2013 (File No. 001-33129) and incorporated by reference herein.
(3)
  
Previously filed with the Securities and Exchange Commission on October 31, 2006 as Exhibit 4.1 to the Company’s F-1 Registration Statement (File No. 333-138313) and incorporated by reference herein.
*
  
Filed herewith

 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Hod-Hasharon, Israel on March 26, 2015.
 
 
Allot Communications Ltd.
  
       
 
By:
/s/ Andrei Elefant  
    Name: Andrei Elefant   
    Title: Chief Executive Officer and President  
       
POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned officers and directors of Allot Communications Ltd., a company organized under the laws of the State of Israel, do hereby constitute and appoint Andrei Elefant and Shmuel Arvatz, and each of them severally, their lawful attorneys-in-fact and agents with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and any one of them, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement.  Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement and to any and all instruments or documents filed as part of or in conjunction with such registration statements or amendments or supplements thereof and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and each of the undersigned hereby ratifies and confirms that all said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof.  This Power of Attorney may be signed in several counterparts.
 
IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated.
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

[Signature Page to Follow]

 
 
 
 
Signature
 
Title of Capacities
Date
/s/ Andrei Elefant                               
Andrei Elefant
Chief Executive Officer and President
 (Principal Executive Officer)
March 26, 2015
     
/s/ Shmuel Arvatz                                
Shmuel Arvatz
Chief Financial Officer
(Principal Financial Officer)
March 26, 2015
     
/s/ Shraga Katz                                
Shraga Katz
Chairman of the Board of Directors
March 26, 2015
     
/s/ Rami Hadar                                
Rami Hadar
Director
 
March 26, 2015
     
/s/ Itzhak Danziger                                
Itzhak Danziger
Director
March 26, 2015
     
/s/ Nurit Benjamini                                
Nurit Benjamini
Director
March 26, 2015
     
/s/ Steven D. Levy                                
Steven D. Levy
Director
 
March 26, 2015
     
/s/ Miron Kenneth                                
Miron Kenneth
Director
 
March 26, 2015
     
/s/Yigal Jacoby                                
Yigal Jacoby
Director
 
March 26, 2015
 
AUTHORIZED REPRESENTATIVE IN
THE UNITED STATES:
 
Allot Communications USA, Inc.
 
By: /s/Andrei Elefant
 
Andrei Elefant
Title: Director, Allot Communications, Inc.
 
Date: March 26, 2015
 
[Signatures to Power Of Attorney to Allot Communications Form S-8 Registration Statement]
 
 
 
 
EXHIBIT INDEX
 
Item 8.  Exhibits.
 
Exhibit Number
  
 
Exhibit
     
4.1
  
Allot Communications Ltd. 2006 Incentive Compensation Plan (1)
4.2
  
Articles of Association of the Registrant (2)
4.4
  
Specimen ordinary share certificate of the Registrant (3)
5
  
Opinion of Goldfarb Seligman & Co. as to the legality of Allot Communications Ltd.’s Ordinary Shares being registered*
23.1
  
Consent of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global *
23.2
  
Consent of Goldfarb Seligman & Co., Israeli counsel to the Registrant (included in Exhibit 5)*
24
  
Power of Attorney (included on the signature page of this Registration Statement)*
 
    
(1)
  
Previously filed with the Securities and Exchange Commission on March 27, 2014 as Exhibit 4.5 to the Company’s Form 20-F for the year ended December 31, 2013 (File No. 001-33129) and incorporated by reference herein.
(2)
  
Previously filed with the Securities and Exchange Commission on March 27, 2014 as Exhibit 1.1 to the Company’s Form 20-F for the year ended December 31, 2013 (File No. 001-33129) and incorporated by reference herein.
(3)
  
Previously filed with the Securities and Exchange Commission on October 31, 2006 as Exhibit 4.1 to the Company’s F-1 Registration Statement (File No. 333-138313) and incorporated by reference herein.
*
  
Filed herewith