As filed with the Securities and Exchange Commission on July 28, 2020 |
Registration No. 333- |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION | ||
Washington, D.C. 20549 | ||
FORM S-8 | ||
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 | ||
Check Point Software Technologies 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.) |
5 Shlomo Kaplan Street, Tel Aviv, Israel (Address of Principal Executive Offices) | 6789159 (Zip Code) |
Check Point Software Technologies Ltd. Employee Stock Purchase Plan (Non-U.S. Employees) | ||
(Full title of the plan) | ||
John Slavitt, Esq. General Counsel Check Point Software Technologies, Inc. 959 Skyway Road, Suite 300 San Carlos, CA 94070 (650) 628-2110 |
(Name, address and telephone number, including area code, of agent for service) |
Copy to: |
Rezwan D. Pavri, Esq. Wilson Sonsini Goodrich & Rosati, P.C. 650 Page Mill Road Palo Alto, California 94304 (650) 493-9300 | Tuvia J. Geffen, Adv. Naschitz, Brandes, Amir & Co. 5 Tuval Street Tel Aviv 6789717, Israel (+972) 3-623-5000 |
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(2) | Proposed maximum aggregate offering price(2) | Amount of registration fee |
Ordinary shares, par value NIS 0.01 per share issuable under the Check Point Software Technologies Ltd. Employee Stock Purchase Plan (Non-U.S. Employees) | 1,000,000 (3) | $126.285 | $126,285,000 | $16,391.79 |
(1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement on Form S-8 (this “Registration Statement”) shall also cover any additional number of ordinary shares, par value NIS 0.01 per share, of the registrant which become issuable under the Check Point Software Technologies Ltd. Employee Stock Purchase Plan (Non-U.S. Employees) (the “Plan”) by reason of any future share dividend, share split, recapitalization or other similar transaction effected without the registrant’s receipt of consideration that results in an increase in the number of outstanding ordinary shares. |
(2) | Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) under the Securities Act, based upon $126.285, the average of the high and low sales prices of the registrant’s ordinary shares on the NASDAQ Global Select Market on July 22, 2020. |
(3) | Additional ordinary shares of the registrant authorized for issuance pursuant to awards made under the Plan as a result of the amendment of the Plan. |
EXPLANATORY NOTE
This Registration Statement on Form S-8 (this “Registration Statement”) is filed by Check Point Software Technologies Ltd., a company organized under the laws of Israel (the “Registrant”), to register under the Securities Act an additional 1,000,000 ordinary shares, par value NIS 0.01 per share (“Ordinary Shares”), of the Registrant for issuance pursuant to awards under the Check Point Software Technologies Ltd. Employee Stock Purchase Plan (Non-U.S. Employees) (the “Plan”). In accordance with General Instruction E of Form S-8, the contents of the Registrant’s Registration Statement on Form S-8 (No. 333-211113) filed with the Securities and Exchange Commission (the “Commission”) on May 4, 2016, are incorporated herein by reference, and the information required by Part II is omitted, except as supplemented by the information set forth below.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents and information previously filed with the Commission by the Registrant are incorporated herein by reference into this Registration Statement:
• | the description of the Registrant’s Ordinary Shares contained in the Registrant’s Registration Statement on Form F-1 (File No. 333-6412) filed with the Commission on February 7, 1997, under the Securities Act, including any amendment or report filed for the purpose of updating such description; |
• | the Registrant’s Annual Report on Form 20-F for the fiscal year ended December 31, 2019, filed with the Commission on April 2, 2020; and |
• | the Registrant’s Reports on Form 6-K filed with the Commission on April 27, 2020, May 28, 2020, June 18, 2020, June 30, 2020 and July 22, 2020, except, in each case, to the extent that information therein is furnished to and not filed with the Commission. |
All documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment indicating that all of the securities offered hereunder have been sold or deregistering all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part of this Registration Statement (in the case of any Report on Form 6-K, if and to the extent the Registrant identifies in the Report on Form 6-K that it is being incorporated by reference herein) from the date of filing of such documents. Any statement contained in a document 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 subsequently filed document that is also 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.
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Item 8. Exhibits.
Exhibit | ||
No. | Description | |
4.1 | Articles of Association of Check Point Software Technologies Ltd. (incorporated by referenced to Exhibit 1 of the Registrant’s Annual Report on Form 20-F for the year ended December 31, 2005). | |
4.2 | Check Point Software Technologies Ltd. Employee Stock Purchase Plan (Non-U.S. Employees) (incorporated by referenced to Exhibit 4.5 of the Registrant’s Annual Report on Form 20-F for the year ended December 31, 2017). | |
5.1 | Opinion of Naschitz, Brandes, Amir & Co., Advocates. | |
23.1 | Consent of Naschitz, Brandes, Amir & Co., Advocates (included in Exhibit 5.1). | |
23.2 | Consent of Kost, Forer, Gabbay & Kasierer, a Member of Ernst & Young Global. | |
24.1 | Power of Attorney (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;
(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 thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the 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 the Registration Statement or any material change to such information in the Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment 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.
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(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.
(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the 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 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 Commission such indemnification is against public policy as expressed in the Securities 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 the Securities Act and will be governed by the final adjudication of such issue.
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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 Tel Aviv, Israel, on July 28, 2020.
Check Point Software Technologies Ltd. | |||
By: | /s/ Gil Shwed | ||
Gil Shwed | |||
Chief Executive Officer |
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KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints GIL SHWED, TAL PAYNE and JOHN SLAVITT, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person’s name, place and stead, and in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting to said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, or their, his or her substitute or substitutes, may lawfully do or cause to be done by virtue thereof.
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/ Gil Shwed | Chief Executive Officer | July 28, 2020 | ||
Gil Shwed | (Principal Executive Officer and Director) | |||
/s/ Tal Payne | Chief Financial Officer | July 28, 2020 | ||
Tal Payne | (Principal Financial and Accounting Officer) | |||
/s/ Marius Nacht | Chairman of the Board | July 28, 2020 | ||
Marius Nacht | ||||
/s/ Jerry Ungerman | Director | July 28, 2020 | ||
Jerry Ungerman | ||||
/s/ Yoav Chelouche | Director | July 28, 2020 | ||
Yoav Chelouche | ||||
/s/ Irwin Federman | Director | July 28, 2020 | ||
Irwin Federman | ||||
/s/ Guy Gecht | Director | July 28, 2020 | ||
Guy Gecht | ||||
/s/ Dan Propper | Director | July 28, 2020 | ||
Dan Propper | ||||
/s/ Ray Rothrock | Director | July 28, 2020 | ||
Ray Rothrock | ||||
/s/ Tal Shavit | Director | July 28, 2020 | ||
Tal Shavit |
/s/ Shai Weiss | Director | July 28, 2020 | ||
Shai Weiss | ||||
/s/ John Slavitt | Authorized Representative in the United States | July 28, 2020 | ||
John Slavitt, on behalf of Check Point Software Technologies, Inc. |
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INDEX TO EXHIBITS
Exhibit | ||
No. | Description | |
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