As filed with the Securities and Exchange Commission on March 30, 2023
 
Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
______________________

FORM S-8

REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
______________________

Wix.com Ltd.
(Exact name of registrant as specified in its charter)

State of Israel
(State or other jurisdiction of
incorporation or organization)
98-0685109
(I.R.S. Employer
Identification No.)
 
5 Yunitsman St.
Tel Aviv, Israel
(Address of principal executive offices)
 
6936024
(Zip Code)

Wix.com Ltd. Amended and Restated 2013 Employee Stock Purchase Plan
(Full Title of the Plan)

Wix.com, Inc.
100 Gansevoort St.
New York, NY 10014
(415) 643-6479
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies of communications to:

Joshua G. Kiernan, Esq.
Latham & Watkins LLP
99 Bishopsgate
London EC2M 3XF, UK
Tel: +44 20 7710-5820
Fax: +44 20 7374-4460
Naama Kaenan, Adv.
General Counsel
Wix.com Ltd.
5 Yunitsman St.
Tel Aviv, 6936024 Israel
Tel: +972 (3) 545-4900
Fax: +972 (3) 546 6407
Tuvia J. Geffen, Adv.
Naschitz, Brandes, Amir & Co.,
Advocates
5 Tuval St.
Tel Aviv 6789717 Israel
Tel: +972 (3) 623-5000
Fax: +972 (3) 623-5005

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. ☐


 EXPLANATORY NOTE

Wix.com Ltd. (the “Company” or the “Registrant”) is filing this Registration Statement with the Securities and Exchange Commission (the “Commission”) to register 563,054 additional ordinary shares, par value NIS 0.01, under the Wix.com Ltd. Amended and Restated 2013 Employee Stock Purchase Plan (the “2013 ESPP”), pursuant to the provisions of the 2013 ESPP providing for an automatic increase in the number of shares reserved for issuance under such plan. Pursuant to General Instruction E of Form S-8, this Registration Statement hereby incorporates by reference the contents of the Company’s registration statements on Form S-8 filed with the Commission on May 16, 2022 (Registration No. 333-264975), May 10, 2021 (Registration No. 333-255947), May 14, 2020 (Registration No. 333-238251), May 15, 2019 (Registration No. 333-231499), May 9, 2018 (Registration No. 333-224769), May 10, 2017 (Registration No. 333-217821), May 5, 2016 (Registration No. 333-211144), August 27, 2015 (Registration No. 333-206610) and August 6, 2014 (Registration No. 333-197899), and the information required by Part II is omitted, except as supplemented by the information set forth below.
 
PART I
 
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
 
Item 1.          Plan Information*
 
Item 2.          Registrant Information and Employee Plan Annual Information*
 
* The documents containing the information specified in this Part I of Form S-8 (plan information and registration information and employee plan annual information) will be sent or given to employees as specified by the Commission pursuant to Rule 428(b)(1) of the Securities Act. Such documents are not required to be, and are not, filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. The Registrant will provide a written statement to participants advising them of the availability, without charge, upon written or oral request, of the documents incorporated by reference in Item 3 of Part II hereof and including the statement in the preceding sentence. The written statement to all participants will indicate the availability, without charge, upon written or oral request, of other documents required to be delivered pursuant to Rule 428(b), and will include the address and telephone number to which the request is to be directed.
 
PART II
 
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
Item 3.          Incorporation of Documents by Reference
 
The following documents filed by the Company are incorporated herein by reference:
 

 (i)
the Company’s annual report on Form 20-F for the year ended December 31, 2022 filed with the Commission on March 30, 2023;
 

 (ii)
the description of the Company’s ordinary shares contained in Item 1 of the Registration Statement on Form 8-A (File No. 001-36158) filed with the Commission on October 29, 2013.
 
In addition to the foregoing, all documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, and, to the extent specifically designated therein, Reports of Foreign Private Issuer on Form 6-K furnished by us to the Commission, 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 under the Registration Statement 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 herein or in a document all or a portion of which is incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement 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 such 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 No.
Description
 
 








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 the City of Tel Aviv, State of Israel, on March 30, 2023.
 
 
WIX.COM LTD.

By: /s/ Lior Shemesh
Name:  Lior Shemesh
Title:    Chief Financial Officer


POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature appears below hereby constitutes and appoints Avishai Abrahami, Lior Shemesh or Naama Kaenan, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his or her or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons on March 30, 2023 in the capacities indicated:
 
 
Name
Title
By:  
/s/ Avishai Abrahami
Chief Executive Officer and Director
 
Avishai Abrahami
(Principal Executive Officer)
     
By:  
/s/ Lior Shemesh
Chief Financial Officer
 
Lior Shemesh
(Principal Financial Officer and Principal Accounting Officer)
     
By:  
/s/ Mark Tluszcz
Chairman of the Board
 
Mark Tluszcz
  
     
By:  
/s/ Gavin Patterson
Director
 
Gavin Patterson
  
     
By:  
/s/ Allon Bloch
Director
 
Allon Bloch
  
     
By:  
/s/ Ron Gutler
Director
 
Ron Gutler
  
     
By:  
/s/ Diane Greene
Director
 
Diane Greene
  
     
By:  
/s/ Francesco de Mojana
Director
 
Francesco de Mojana
  
     
By:  
/s/ Deirdre Bigley
Director
 
Deirdre Bigley
  
     
By:  
/s/ Ferran Soriano
Director
 
Ferran Soriano
  

WIX.COM, INC.
      
By:
 
/s/ Nir Zohar
  
 
Authorized Representative in the United States
  
 
Name: Nir Zohar
Title: Director
 
 
  





Exhibit 5.1

Tel-Aviv, March 30, 2023

Wix.com Ltd.
5 Yunitsman St.
Tel Aviv 6936024
Israel

Ladies and Gentlemen:
 
Wix.com 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”), 563,054 of its Ordinary Shares, par value NIS 0.01 per share (the “Shares”), issuable under the Wix.com Ltd. 2013 Amended and Restated Employee Stock Purchase Plan (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 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
We consent to the incorporation by reference in the Registration Statements (Form S-8) pertaining to the Wix.com Ltd. Amended and Restated 2013 Employee Stock Purchase Plan and the Wix.com Ltd. 2013 Incentive Compensation Plan of our reports dated March 30, 2023, with respect to the consolidated financial statements of Wix.com Ltd. and the effectiveness of internal control over financial reporting of Wix.com Ltd. included in its Annual Report (Form 20-F) for the year ended December 31, 2022, filed with the Securities and Exchange Commission.

Tel Aviv, Israel  
March 30, 2023
 /s/ Kost Forer Gabbay & Kasierer
Kost Forer Gabbay & Kasierer
A Member of Ernst & Young Global
 


Exhibit 107

Calculation of Filing Fee Table
 
Form S-8
(Form Type)

Wix.com Ltd.
(Exact Name of Registrant as Specified in its Charter)
 
Table 1: Newly Registered Securities
 
Security Type
Security Class Title
Fee
Calculation Rule
Amount
Registered(1)
Proposed
Maximum
Offering Price
Per Share(2)
Maximum
Aggregate
Offering
Price
Fee Rate
Amount of
Registration
Fee
Equity
Ordinary Shares, par value NIS 0.01
Other
563,054
$95.11
$53,552,065.94
0.00011020
$5,901.44
Total Offering Amounts
  
$53,552,065.94
  
$5,901.44
Total Fee Offsets
      
—
Net Fee Due
      
$5,901.44

(1)
This Registration Statement on Form S-8 covers (i) 563,054 ordinary shares that may be issued under the Wix.com Ltd. Amended and Restated 2013 Employee Stock Purchase Plan (the “2013 ESPP”) and (ii) pursuant to Rule 416(a) under the Securities Act of 1933, as amended, an indeterminate number of additional shares that may become issuable under the terms of the 2013 ESPP by reason of any share split, share dividend, 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 of the Registrant.

(2)
Calculated solely for the purpose of determining the registration fee pursuant to Rule 457(c) and (h) on the basis of the average of the high and low prices ($93.84 and $96.38) of the Registrant’s ordinary shares as quoted on the Nasdaq Global Select Market on March 27, 2023.