As filed with the Securities and Exchange Commission on July 15, 2019
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Registration No. 333-____
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Israel
(State or Other Jurisdiction of Incorporation or Organization)
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None
(I.R.S. Employer Identification Number)
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Large accelerated filer ☐
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Accelerated filer ☒
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Non-accelerated filer ☐
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Smaller reporting company ☐
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(Do not check if a smaller reporting company)
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Emerging growth company ☐ |
Title of Each Class of Securities to be Registered
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Amount
to be Registered
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Proposed Maximum Offering Price Per Share
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Proposed Maximum Aggregate Offering Price
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Amount of Registration Fee
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Ordinary Shares, par value NIS 0.05 per share
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410,000
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(1)
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$
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24.24
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(2)
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$
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9,938,400
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$
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1,204.53
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(3)(4)
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(1)
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Plus such number of Ordinary Shares, par value NIS 0.05 per share (the "Ordinary Shares") of the Registrant, as may be issued to prevent dilution resulting from stock dividends, stock
splits or similar transactions in accordance with Rule 416 under the Securities Act of 1933, as amended (the "Securities Act").
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(2)
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Estimated in accordance with Rules 457(c) and 457(h)(1) promulgated under the Securities Act, solely for the purpose of calculating the registration fee, based on the average of the high
and low prices of the Ordinary Shares as reported on the Nasdaq Global Select Market on July 9, 2019, a date within 5 business days prior to the filing of this Registration Statement.
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(3)
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Calculated pursuant to Section 6 of the Securities Act as follows: proposed maximum aggregate offering price multiplied by 0.0001212.
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(4)
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The registration fee that would otherwise be payable under Rule 457 with regard to this Registration Statement is hereby offset against the Registrant’s balance of $7,817.47 for amounts
paid to the Securities and Exchange Commission in excess of registration fees payable for the Registrant's previously filed Registration Statements on Form S-8.
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Exhibit Number
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Description
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4.1
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Radware Ltd. Key Employee Share Incentive Plan (1997), as amended and restated (A)
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4.2
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2010 Addendum to Radware Ltd. Key Employee Share Incentive Plan (1997) (B)
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5.1
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Opinion of Goldfarb Seligman & Co.
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23.1
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Consent of Goldfarb Seligman & Co. (included in Exhibit 5.1 above).
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23.2
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Consent of Kost, Forer, Gabbay & Kasierer (a Member of Ernst & Young Global), Independent Registered Public Accounting Firm.
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24.1
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Power of Attorney (contained in Signature Page hereto).
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RADWARE LTD.
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By:
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/s/Roy Zisapel
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Name:
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Roy Zisapel
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Title:
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CEO & President
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Signature
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Title
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Date
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/s/ Yehuda Zisapel
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Chairman of the Board of Directors
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July 15, 2019
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Yehuda Zisapel | ||||
/s/ Roy Zisapel
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Chief Executive Officer, President and Director
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July 15, 2019
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Roy Zisapel | (Principal Executive Officer) | |||
/s/ Doron Abramovitch
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Chief Financial Officer
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July 15, 2019
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Doron Abramovitch |
(Principal Financial and Accounting Officer)
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/s/ David Rubner
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Director
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July 15, 2019
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David Rubner | ||||
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Director
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Yair Tauman | ||||
/s/ Yael Langer
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Director
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July 15, 2019
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Yael Langer | ||||
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Director
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Joel Maryles | ||||
/s/ Avraham Asheri
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Director
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July 15, 2019
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Avraham Asheri | ||||
Authorized Representative in the United States
RADWARE INC.
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By: /s/ Roy Zisapel
Name: Roy Zisapel
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July 15, 2019 |
Exhibit Number
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Description
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