AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON August 7, 2009
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FUNDTECH LTD.
(Exact name of registrant as specified in its charter)
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| Israel | Not Applicable |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
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12 HA’HILAZON STREET, 5TH FLOOR, RAMAT GAN
(Address of Principal Executive Offices) (Zip Code)
FUNDTECH LTD. 2005 INTERNATIONAL SHARE OPTION AND RESTRICTED SHARE PLAN
FUNDTECH LTD. 2005 ISRAELI SHARE OPTION AND RESTRICTED SHARE PLAN
(Full title of the plan)
Fundtech Corporation
30 Montgomery Street
Jersey City, NJ 07302
(Name and address of agent for service)
(201) 946-1100
(Telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b2 of the Exchange Act.
Large accelerated filer £ | | Accelerated filer T |
Non-accelerated filer £ | (Do not check if a smaller reporting company) | Smaller reporting company £ |
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CALCULATION OF REGISTRATION FEE
| Title of securities to be registered | Amount to be registered | Proposed maximum offering price per share | Proposed maximum aggregate offering price | Amount of registration fee |
| Ordinary Shares, par value NIS 0.01 per share | 1,000,000 | $ 10.15 | $ 10,150,000 | $ 566.37 |
| (*) | Estimated in accordance with Rule 457(c) and 457(h) of the Securities Act of 1933, as amended, solely for the purpose of calculating the filing fee on the basis of $10.15 per share, which represents the average of the high and low prices of the Ordinary Shares as reported on the NASDAQ Global Market on August 5, 2009, which is within five (5) business days prior to the date of this Registration Statement. |
EXPLANATORY NOTE
This Registration Statement relates to an increase of an additional 1,000,000 ordinary shares, par value NIS 0.01 per share, of Fundtech Ltd. that are being issued and sold or may be issued and sold by the Company to participants in the Fundtech Ltd. 2005 International Share Option and Restricted Share Plan and Fundtech Ltd. 2005 Israeli Share Option and Restricted Share Plan (the "Plan").
The Plan currently provides for the grant of options to purchase, as well as restricted share grants of, an aggregate of 4,892,815 ordinary shares, of which 1,000,000 are hereby registered hereunder and 3,892,815 were registered under the Forms S-8 filed by the Company on February 25, 2000 (file No. 333-31130), July 8, 2004 (file No. 333-117241), July 29, 2005 (file No. 333-127027) and September 25, 2008 (file No. 333-153668). The contents of all such prior Registration Statements are incorporated by reference into this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
The following exhibits are filed herewith:
| | 5.1 | Opinion of Joseph J. Aulenti, counsel to the registrant, as to the legality of the securities being offered under this Registration Statement. |
| | 23.1 | Consent of Brightman Almagor & Co. |
| | 23.2 | Consent of Joseph J. Aulenti (contained in Exhibit 5.1 herein). |
| | 24.1 | Powers of Attorney (contained in the signature page herein). |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 New York, New York, on August 10, 2009.
| | FUNDTECH LTD. |
| | | |
| | | |
| | | |
| | By: | /s/ Yoram Bibring |
| | | Yoram Bibring |
| | | Chief Financial Officer |
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints each of Yoram Bibring and Joseph Aulenti, his or her true and lawful attorney-in-fact and agent with 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 this Registration Statement and any and all future amendments (including post-effective amendments) to the Registration Statement, and to file the same with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, 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 attorney-in-fact and agents, or his or her 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 in the capacities and on the dates indicated:
| /s/ Avi Fisher | | Chairman of the Board of Directors | |
| Avi Fisher | | | August 10, 2009 |
| | | | |
/s/ Gideon Argov | | Vice Chairman of the Board of Directors | |
| Gideon Argov | | | |
| | | | |
| /s/ Reuven Ben Menachem | | Director and Chief Executive Officer | |
| Reuven Ben Menachem | | (principal executive officer) | |
| | | | |
/s/ Yoram Bibring | | Chief Financial Officer | |
| Yoram Bibring | | (principal financial officer and principal accounting officer) | |
| | | | |
| /s/ Yaffa Krindel | | Director | |
| Yaffa Krindel | | | |
| | | | |
| /s/ Robert Cobuzzi | | Director | |
| Robert Cobuzzi | | | |
| | | | |
| /s/ Stanley Stern | | Director | |
| Stanley Stern | | | |
| | | | |
| /s/ Gil Weiser | | Director | |
| Gil Weiser | | | |
| | | | |
/s/ Gerald Dogon | | Director | |
| Gerald Dogon | | | |
| | | | |
/s/ Peter Radcliff | | Director | |
| Peter Radcliff | | | |
Authorized Representative in the
United States:
Fundtech Corporation
Yoram Bibring
Chief Financial Officer
EXHIBIT INDEX
| | | Opinion of Joseph J. Aulenti, counsel to the registrant, as to the legality of the securities being offered under this Registration Statement. |
| | | Consent of Brightman Almagor & Co. |
| | 23.2 | Consent of Joseph J. Aulenti (contained in Exhibit 5.1 herein). |
| | 24.1 | Powers of Attorney (contained in the signature page herein). |
