As filed with the Securities and Exchange Commission on December 2, 2019
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 Ha’solelim Street, Tel Aviv, Israel
(Address of Principal Executive Offices)
6789705
(Zip Code)

Check Point Software Technologies Ltd. Employee Stock Purchase Plan, as amended and restated
(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, as amended and restated
568,478 (3)
$118.00
$67,080,404
$8,707.04
(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, as amended and restated (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 $118.00, the average of the high and low sales prices of the registrant’s ordinary shares on the NASDAQ Global Select Market on November 27, 2019.
(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 568,478 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, as amended and restated (the “Plan”).  In accordance with General Instruction E of Form S-8, the contents of the Registrant’s Registration Statements on Form S-8 (Nos. 333-7260 and 333-207335) filed with the Securities and Exchange Commission (the “Commission”) on July 16, 1997 and October 8, 2015, respectively, 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
 
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, 2018, filed with the Commission on April 23, 2019; and
 

the Registrant’s Reports on Form 6-K filed with the Commission on April 18, 2019, May 3, 2019, May 16, 2019, June 19, 2019, July 24, 2019, October 28, 2019, November 14, 2019 and December 2, 2019, 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.
 
2

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, as amended and restated (incorporated by referenced to Exhibit 4.1 of the Registrant’s Registration Statement on Form S-8 (No. 333-207335) filed with the Commission on October 8, 2015).
 
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.
 
3

(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.
 
4

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 December 2, 2019.
 
 
Check Point Software Technologies Ltd.
 
       

By:
/s/ Gil Shwed  
    Gil Shwed  
    Chief Executive Officer  
       
5

 
POWER OF ATTORNEY
 
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
  December 2, 2019
Gil Shwed
  (Principal Executive Officer and Director)    
         
/s/ Tal Payne
  Chief Financial Officer   December 2, 2019
 Tal Payne   (Principal Financial and Accounting Officer)    
         
/s/ Marius Nacht  
Chairman of the Board
  December 2, 2019
Marius Nacht  
   
         
/s/ Jerry Ungerman  
Director
  December 2, 2019
Jerry Ungerman        
         
 /s/ Yoav Chelouche   Director   December 2, 2019
Yoav Chelouche        
         
 /s/ Irwin Federman   Director   December 2, 2019
Irwin Federman        
         
 /s/ Guy Gecht   Director   December 2, 2019
Guy Gecht        
         
 /s/ Dan Propper   Director   December 2, 2019
Dan Propper        
         
 /s/ Ray Rothrock   Director   December 2, 2019
Ray Rothrock        
         
 /s/ Tal Shavit   Director   December 2, 2019
Tal Shavit        
         
/s/ Shai Weiss
  Director   December 2, 2019
Shai Weiss
       
         
/s/ John Slavitt  
Authorized Representative in the United States
  December 2, 2019
John Slavitt, on behalf of Check Point Software Technologies, Inc.
       

6

INDEX TO EXHIBITS
 
Exhibit No.
Description
 
4.1
 
4.2
 
5.1
 
23.1
 
23.2
 
24.1
 
7

 

  
Exhibit 5.1
    
  
Tel-Aviv, December 2, 2019
 
Check Point Software Technologies Ltd.
5 Ha’solelim Street
Tel Aviv
Israel 

Ladies and Gentlemen:
    
Check Point Software Technologies Ltd., a company organized under the laws of the State of Israel (the “Company”), has filed with the Securities and Exchange Commission a Registration Statement on Form S-8 (the “Registration Statement”), for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), an additional 568,478 of its Ordinary Shares, par value NIS 0.01 per share (the “Shares”), issuable under the Check Point Software Technologies Ltd. Employee Stock Purchase Plan, as amended and restated (the “Plan”).
  
As special Israeli counsel to the Company, we have examined such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purpose of our opinion. Upon the basis of such examination, we are of the opinion that, when the Shares are issued and sold pursuant to the terms of the Plan and in accordance with the Registration Statement, the Shares will be legally and validly issued, fully paid and non-assessable.
 
The opinion expressed herein is limited to Israeli law, and we do not express any opinion as to the laws of any other jurisdiction.
 
We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.
   
 
Very truly yours,

 
/s/  Naschitz, Brandes, Amir & Co., Advocates
 
Naschitz, Brandes, Amir & Co., Advocates
 
 




Exhibit 23.2
   
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form S-8) to register additional 568,478 ordinary shares, par value NIS 0.01 per share, for issuance pursuant to awards under the Check Point Software Technologies Ltd. Employee Stock Purchase Plan, of our reports dated April 23, 2019, with respect to the consolidated financial statements of Check Point Software Technologies Ltd. and subsidiaries and the effectiveness of internal control over financial reporting of Check Point Software Technologies Ltd. and subsidiaries included in its Annual Report (Form 20-F) for the year ended December 31, 2018, filed with the Securities and Exchange Commission.

Tel Aviv, Israel
December 2, 2019
 
 
/s/ KOST FORER GABBAY & KASIERER
KOST FORER GABBAY & KASIERER
A Member of Ernst & Young Global