As filed with the Securities and Exchange Commission on March 14, 2024
Registration No. 333- _____________           
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933


CYBERARK SOFTWARE LTD.
(Exact name of registrant as specified in its charter)

 
Israel
 
Not Applicable
(State or Other Jurisdiction of
Incorporation or Organization)
 
(I.R.S. Employer
Identification Number)
 
CyberArk Software Ltd.
9 Hapsagot St.
Park Ofer 2, P.O. Box 3143
Petach Tikva 4951041, Israel
Tel: +972 (3) 918-0000
(Address of Principal Executive Offices) (Zip Code)
 
CyberArk Software Ltd. 2020 Employee Share Purchase Plan
(Full Title of the Plan)
 
CyberArk Software, Inc.
60 Wells Avenue
Newton, Massachusetts 02459
(Name and address of agent for service)
 
Tel: (617) 965-1544
(Telephone number, including area code, of agent for service)
 
Copies to:
 
Josh Kiernan, Esq.
Julia A. Thompson, Esq.
Latham & Watkins LLP
99 Bishopsgate
London EC2M 3XF
United Kingdom
Tel: +44-20-7710-1000
Fax: +44-20-7374-4460
Donna Rahav
Chief Legal Officer
CyberArk Software Ltd.
9 Hapsagot St.
Park Ofer 2, P.O. Box 3143
Petach Tikva 4951041, Israel
Tel: +972-3-918-0000
Fax: +972-3-924-0111
Dan Shamgar, Adv.
Dr. Shachar Hadar, Adv.
Meitar | Law Offices
16 Abba Hillel Silver Rd.
Ramat Gan 5250608, Israel
Tel: +972-3-610-3100
Fax: +972-3-610-3111


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
 
This Registration Statement is being filed to register an additional 150,000 ordinary shares, par value NIS 0.01 per share (“Ordinary Shares”), of CyberArk Software Ltd. (the “Registrant,” “we,” “our” or “us”) issuable pursuant to the CyberArk Software Ltd. 2020 Employee Share Purchase Plan (the “2020 ESPP”).
 
On March 11, 2021, we filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-8 (File No. 333-254152) registering 125,000 Ordinary Shares, and on March 2, 2023, we filed with the Commission a registration statement on Form S-8 (File No. 333-270222) registering 200,000 Ordinary Shares, all issuable under the 2020 ESPP.
 
Pursuant to Instruction E of Form S-8, the contents of our prior registration statements on Form S-8 (File Nos. 333-254152 and 333-270222) 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.
 
We hereby incorporate by reference the following documents (or portions thereof) that we have filed with or furnished to the Commission:
 
 
(a)
Our Annual Report on Form 20-F for the year ended December 31, 2023, filed with the Commission on March 13, 2024; and

 
(b)
The description of our Ordinary Shares under “Item 1. Description of Registrant’s Securities to be Registered” in our Registration Statement on Form 8-A, filed with the Commission on September 16, 2014.

All other documents filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, and, to the extent designated therein, Reports of Foreign Private Issuer on Form 6-K furnished by us to the Commission that are identified in such forms as being incorporated into this Registration Statement, 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 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 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
Number
  
Exhibit








 
(1)
Incorporated by reference to Exhibit 1.1 to the Registrant’s Annual Report on Form 20-F for the year ended December 31, 2023, filed with the Commission on March 13, 2024.
(2)
Incorporated by reference to Appendix A to the Company’s proxy statement for the 2020 annual general meeting of shareholders, furnished as Exhibit 99.1 to the Company’s Report of Foreign Private Issuer on Form 6-K filed with the Commission on May 26, 2020.
(3)
Incorporated by reference to Exhibit 4.1 to Amendment No. 2 to the Registration Statement on Form F-1, filed with the Commission on August 26, 2014.
*
Filed herewith.
  

 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 Boston, Massachusetts, on this 14th day of March, 2024.
 
CyberArk Software Ltd.
 
By:
 
/s/ Matthew Cohen
  
Name:
 
Matthew Cohen
  
Title:
 
Chief Executive Officer
  
 
POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned officers and directors of CyberArk Software Ltd., an Israeli corporation, do hereby constitute and appoint Matthew Cohen, Chief Executive Officer, and Joshua Siegel, Chief Financial Officer, and each of them, their lawful attorneys-in-fact and agents with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and any one of them, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, including post-effective amendments, and supplements to this Registration Statement and to any and all instruments or documents filed as part of or in conjunction with such registration statements or amendments or supplements thereof and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and each of the undersigned hereby ratifies and confirms that all said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts.
 
IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated.
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
 
[Signature Page to Follow]

Signature
  
Title
 
Date
 
       
/s/ Ehud Mokady
  
Executive Chairman of the Board
 
March 14, 2024
  
Ehud Mokady
  
 
 
 
  
           
/s/ Matthew Cohen
  
Chief Executive Officer
  
March 14, 2024
  
Matthew Cohen

          
/s/ Joshua Siegel
  
Chief Financial Officer (Principal Financial and Accounting Officer)
 
March 14, 2024
 
Joshua Siegel
  
 
 
 
 
 
 
 
 
/s/ Gadi Tirosh
  
Lead Independent Director
 
March 14, 2024
 
Gadi Tirosh
  
 
 
 
 
 
 
 
 
/s/ Ron Gutler
  
Director
 
March 14, 2024
 
Ron Gutler
  
 
 
 
 
 
 
 
 
/s/ Kim Perdikou
  
Director
 
March 14, 2024
 
Kim Perdikou
  
 
 
 
 
 
 
 
 
/s/ Amnon Shoshani
  
Director
 
March 14, 2024
 
Amnon Shoshani
  
 
 
 
 
           
/s/ François Auque
  
Director
  
March 14, 2024
  
François Auque
          
           
/s/ Avril England
  
Director
  
March 14, 2024
  
Avril England
          
           
/s/ Mary Yang
  
Director
  
March 14, 2024
  
Mary Yang
          
 
AUTHORIZED REPRESENTATIVE IN
THE UNITED STATES:
 
Cyber-Ark Software, Inc.
 
By:
 
/s/ Matthew Cohen
  
Name:
 
Matthew Cohen
  
Title:
 
Chief Executive Officer
  
       
Date:
 
March 14, 2024
  
 
[Signatures to Power of Attorney to CyberArk Form S-8 Registration Statement] 
 
Exhibit 5.1
 
 
CyberArk Software Ltd.
9 Hapsagot St.
Park Ofer 2, P.O. Box 3143
Petach Tikva 4951041, Israel
March 14, 2024                            
 
Re:
Registration Statement on Form S-8
 
Ladies and Gentlemen:
 
We have acted as Israeli counsel to CyberArk Software Ltd., a company organized under the laws of the State of Israel (the “Company”), in connection with its registration statement on Form S-8 (the “Registration Statement”) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”) covering up to 150,000 ordinary shares of the Company, par value New Israeli Shekel 0.01 per share (“Ordinary Shares”) that are available for issuance under the CyberArk Software Ltd. 2020 Employee Share Purchase Plan (the “Plan”).
 
In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the Plan, the Registration Statement, the Company’s Articles of Association (as in effect as of the date hereof), and such other agreements, certificates, resolutions, minutes and other statements of corporate officers and other representatives of the Company and others and other documents provided to us by the Company as we have deemed necessary or appropriate as a basis for this opinion.
 
In rendering an opinion on the matters hereinafter set forth, we have assumed the authenticity of all original documents submitted to us as certified, conformed or photographic copies thereof, the genuineness of all signatures and the due authenticity of all persons executing such documents. We have assumed the same to have been properly given and to be accurate. We have also assumed the truth of all facts communicated to us by the Company and that all consents, minutes and protocols of meetings of the Company’s board of directors which have been provided to us are true and accurate and have been properly prepared in accordance with the Company’s Articles of Association (as amended) and all applicable laws. In addition, we have assumed that the Company will receive the full consideration for the Shares (which may consist, in part or in full, of services performed for the Company).
 
Members of our firm are admitted to the Bar in the State of Israel, and we do not express any opinion as to the laws of any other jurisdiction. This opinion is limited to the matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated.
 
Based upon and subject to the foregoing, we are of the opinion that the Ordinary Shares have been duly authorized and reserved for issuance and, when issued and paid for, will be legally issued, fully paid and non-assessable.
 
We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement. In giving this opinion and such consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, the rules and regulations of the Securities and Exchange Commission promulgated thereunder or Item 509 of Regulation S-K promulgated under the Securities Act.
 
This opinion letter is rendered as of the date hereof and we disclaim any obligation to advise you of facts, circumstances, events or developments that may be brought to our attention after the effective date of the Registration Statement that may alter, affect or modify the opinions expressed herein.
 
Very truly yours,
  
 
  
/s/ Meitar | Law Offices
  
Meitar | Law Offices
  

 
Exhibit 23.1
 
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the CyberArk Software Ltd. 2020 Employee Share Purchase Plan of our reports dated March 13, 2024, with respect to the consolidated financial statements of CyberArk Software Ltd. and the effectiveness of internal control over financial reporting of CyberArk Software Ltd. included in its Annual Report (Form 20-F) for the year ended December 31, 2023, filed with the Securities and Exchange Commission.
 
Tel Aviv, Israel
/s/ Kost Forer Gabbay & Kasierer
March 14, 2024
A Member of EY Global

Exhibit 107
 
CALCULATION OF FILING FEE TABLE
 
FORM S-8
(Form Type)
 
CYBERARK SOFTWARE 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
Maximum Aggregate Offering Price
Fee Rate
Amount of Registration Fee
Equity
Ordinary Shares, par value New Israeli Shekel $0.01 per share (“Ordinary Shares”)
Other
150,000 (2)
$260.05 (3)
$39,007,500.00
0.00014760
$5,757.51
Total Offering Amounts
 
$39,007,500.00
 
$5,757.51
Total Fee Offsets
 
 
 
$0.00
Net Fee Due
 
 
 
$5,757.51
 

 (1)
In accordance with Rule 416(a) under the Securities Act of 1933, as amended (“Securities Act”), this registration statement shall be deemed to cover such indeterminate number of Ordinary Shares as may be offered or issued to prevent dilution resulting from stock splits, stock dividends, or similar transactions pursuant to the terms of the CyberArk Software Ltd. 2020 Employee Share Purchase Plan (the “2020 ESPP”).
 

 (2)
Represents 150,000 Ordinary Shares added to the 2020 ESPP, representing an automatic increase effective as of January 1, 2024, pursuant to the 2020 ESPP.
 

 (3)
Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h)(1) of the Securities Act and based upon the average of the high and low prices ($264.49 and $255.61) of the Ordinary Shares as reported on the Nasdaq Global Select Market on March 7, 2024.