As filed with the Securities and Exchange Commission on July 29, 2005 |
| | Registration No. __________ |
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549 |
FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |
FUNDTECH 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 No.) |
| | |
12 Ha’hilazon Street, 5th Floor Ramat Gan, Israel | 52522 |
| (Address of Principal Executive Offices) | (Zip Code) |
FUNDTECH LTD. 1999 EMPLOYEE OPTION 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) |
Joseph J. Aulenti Fundtech Corporation 30 Montgomery Street Jersey City, NJ 07302 Telephone No.: 201-946-1100 Telecopier No.: 201-946-1313 | Clifford M.J. Felig Meitar Liquornik Geva & Leshem Brandwein 16 Abba Hillel Silver Road Ramat Gan 52506, Israel Telephone No.: (972-3) 610-3100 Telecopier No.: (972-3) 610-3111 |
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Approximate date of commencement of proposed sale to public: From time to time after the effective date of this Registration Statement. |
CALCULATION OF REGISTRATION FEE |
Title of Each Class of Securities to be Registered | Amount to be Registered (1) | Proposed Maximum Offering Price per Share | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee |
| Ordinary Shares, par value NIS 0.01 per share | 500,000 | $9.895 (2) | $4,947,500 | $582.32 |
| (1) | This Registration Statement shall also cover such indeterminate number of Ordinary Shares as may be issued to prevent dilution resulting from stock dividends, stock splits or similar transactions effected without the registrant's receipt of consideration, which transactions result in an increase in the number of outstanding Ordinary Shares of the registrant, in accordance with Rule 416 under the Securities Act of 1933. |
| (2) | Estimated solely for the purpose of calculating the registration fee on the basis of, pursuant to Rule 457(c) and (h) promulgated under the Securities Act of 1933, the average of the high and low sale prices per Ordinary Share on the Nasdaq National Market on July 25, 2005, with respect to 500,000 Ordinary Shares subject to future grants under the plan underlying this Registration Statement. |
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
INCORPORATION BY REFERENCE
The contents of the registrant’s Registration Statement on Form S-8, File No. 333-117241, filed with the Securities and Exchange Commission on July 8, 2004, are hereby incorporated by reference with the exception of Exhibits 5.1, 23.1, 23.2, and 24.1, which are provided herewith.
ADDITIONAL INFORMATION
On December 21, 2004, the number of Ordinary Shares underlying the Fundtech Ltd. 1999 Employee Option Plan was increased by 500,000, to a total of 3,155,815 Ordinary Shares.
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 Ramat-Gan, State of Israel, on this 29 day of July, 2005.
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| | FUNDTECH LTD. |
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| | | /s/ Yoram Bibring |
| | Yoram Bibring |
| | Title: Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints each of Yoram Bibring and Joseph J. Aulenti, and each of them with power of substitution, as his attorney-in-fact, in all capacities, to sign any amendments to this Registration Statement (including post-effective amendments) and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-facts or their substitutes may do or cause to be done by virtue hereof.
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 date indicated.
Signature | Title | Date |
/s/ Gideon Argov
Gideon Argov | Chairman of the Board of Directors | July 29, 2005 |
/s/ Reuven Ben Menachem
Reuven Ben Menachem | Director and Chief Executive Officer (principal executive officer) | July 29, 2005 |
/s/ Yoram Bibring
Yoram Bibring | Chief Financial Officer (principal financial officer and principal accounting officer) | July 29, 2005 |
/s/ Yaffa Krindel
Yaffa Krindel | Director | July 29, 2005 |
/s/ George M. Lieberman
George M. Lieberman | Director | July 29, 2005 |
/s/ Stanley Stern
Stanley Stern | Director | July 29, 2005 |
/s/ Gil Weiser
Gil Weiser | Director | July 29, 2005 |
/s/ Ben-Zion Zilberfarb
Ben-Zion Zilberfarb | Director | July 29, 2005 |
| | Authorized Representative in the U.S: |
| | |
| | Fundtech Corporation |
| | |
By: | /s/ Yoram Bibring |
Name: | Yoram Bibring |
Title: | Chief Financial Officer |
| | |
Date: | July 29, 2005 |
EXHIBIT INDEX
Exhibit Number | | Description |
| 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 (included in Exhibit 5.1). |
| 24.1 | | Power of Attorney (see page 2 of this Registration Statement). |
