As filed with the Securities and Exchange Commission on July 28, 2020
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Registration No. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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FORM S-8
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REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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Check Point Software Technologies Ltd.
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(Exact name of registrant as specified in its charter)
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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)
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6789159
(Zip Code) |
Check Point Software Technologies Ltd. Employee Stock Purchase Plan (Non-U.S. Employees)
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(Full title of the plan)
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John Slavitt, Esq.
General Counsel Check Point Software Technologies, Inc. 959 Skyway Road, Suite 300 San Carlos, CA 94070
(650) 628-2110
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(Name, address and telephone number, including area code, of agent for service)
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Copy to:
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Rezwan D. Pavri, Esq.
Wilson Sonsini Goodrich & Rosati, P.C.
650 Page Mill Road
Palo Alto, California 94304
(650) 493-9300
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Tuvia J. Geffen, Adv.
Naschitz, Brandes, Amir & Co. 5 Tuval Street Tel Aviv 6789717, Israel (+972) 3-623-5000 |
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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Emerging growth company ☐
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CALCULATION OF REGISTRATION FEE
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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)
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1,000,000 (3)
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$126.285
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$126,285,000
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$16,391.79
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(1)
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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.
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(2)
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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.
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(3)
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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.
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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;
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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
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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.
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Exhibit
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No.
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Description
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4.1
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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).
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4.2
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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).
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5.1
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Opinion of Naschitz, Brandes, Amir & Co., Advocates.
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23.1
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Consent of Naschitz, Brandes, Amir & Co., Advocates (included in Exhibit 5.1).
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23.2
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Consent of Kost, Forer, Gabbay & Kasierer, a Member of Ernst & Young Global.
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24.1
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Power of Attorney (on signature page).
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Check Point Software Technologies Ltd.
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By:
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/s/ Gil Shwed
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Gil Shwed
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Chief Executive Officer
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Signature
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Title
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Date
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/s/ Gil Shwed
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Chief Executive Officer
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July 28, 2020
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Gil Shwed
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(Principal Executive Officer and Director)
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/s/ Tal Payne
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Chief Financial Officer
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July 28, 2020
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Tal Payne
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(Principal Financial and Accounting Officer)
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/s/ Marius Nacht
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Chairman of the Board
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July 28, 2020
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Marius Nacht
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/s/ Jerry Ungerman
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Director
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July 28, 2020
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Jerry Ungerman
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/s/ Yoav Chelouche
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Director
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July 28, 2020
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Yoav Chelouche
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/s/ Irwin Federman |
Director
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July 28, 2020
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Irwin Federman
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/s/ Guy Gecht
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Director
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July 28, 2020
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Guy Gecht
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/s/ Dan Propper
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Director
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July 28, 2020
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Dan Propper
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/s/ Ray Rothrock
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Director
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July 28, 2020
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Ray Rothrock
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/s/ Tal Shavit
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Director
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July 28, 2020
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Tal Shavit
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/s/ Shai Weiss
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Director
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July 28, 2020
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Shai Weiss
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/s/ John Slavitt
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Authorized Representative in the United States
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July 28, 2020
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John Slavitt, on behalf of Check Point Software Technologies, Inc.
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Exhibit
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No.
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Description
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