| Registration No. 333- |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BVR SYSTEMS (1998) LTD.
(Exact name of Registrant as specified in its charter)
| Israel | Not Applicable |
| (State or other jurisdiction of incorporation | (I.R.S. Employer |
| or organization) | Identification No.) |
16 Ha'Melacha Street, Park Afek
Rosh Ha'ayin, 48091 Israel
(Address of Registrant's principal executive offices)
BVR SYSTEMS (1998) LTD. SHARE OPTION PLAN FOR PURCHASE OF SHARES (2001)
(full title of the plan)
Puglisi & Associates
850 Library Avenue, Suite 204
Newark, Delaware 19711
Tel: 302-738-6680
(Name and address of agent for service)
(Telephone number, including area code, of agent for service)
with a copy to:
Orly Tsioni, Adv.
Yigal Arnon & Co.
1 Azrieli Center
Tel Aviv 67021, Israel
(972-3) 608-7777
CALCULATION OF REGISTRATION FEE
| Title 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(2) |
|---|---|---|---|---|
| Ordinary Shares | 200,000 | $0.24 | $48,000 | $6.08 |
| 1 | In addition, in accordance with Rule 416(a) under the Securities Act of 1933, this registration statement also covers such indeterminate number of shares as may become subject to options under the BVR Systems (1998) Ltd. Share Option Plan for Purchase of Shares (2001) as a result of the adjustment provisions therein. |
| 2 | The registration fee for Ordinary Shares which may be purchased upon exercise of outstanding options under the plan was calculated pursuant to Rule 457 (h) and pursuant to Section 6(b) of the Securities Act of 1933 as follows: average of high and low prices within 5 business days prior to the date of filing multiplied by .0001267. |
This Registration Statement on Form S-8 is being filed with the Securities Exchange Commission for the purpose of registering an additional 200,000 Ordinary Shares, par value NIS 1.00 each, of BVR Systems (1998) Ltd. (the “Registrant”), issuable pursuant to the Registrant’s Share Option Plan for Purchase of Shares (2001), as amended (the “Plan”). The Registrant’s earlier Registration Statement on Form S-8, filed on June 17, 2005, file number 333-125879, relating to 5,707,900 of its Ordinary Shares, par value NIS 1.00 each, issuable pursuant to the Plan is incorporated herein by reference. These additional 200,000 Ordinary Shares have become authorized for issuance under the Plan in accordance with the resolution of the Board of Directors of the Registrant adopted in their meeting held August 13, 2006.
Pursuant to General Instruction E to Form S-8 the following documents filed by the Registrant are incorporated by reference in this registration statement.
(a) Registrant’s Registration Statement on Form S-8, filed on June 17, 2005, file number 333-125879.
(b) Registrant’s Annual Report on Form 20-F for the year ended December 31, 2005, filed on May 2, 2006, including any amendment or report subsequently filed by the Registrant for the purpose of updating the information contained therein.
(c) All other reports furnished by the Registrant pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, since May 2, 2006 including our Report of Foreign Private Issuers on Form 6-K furnished on
| Month | Filing Date |
|---|---|
| May 2006 | May 31, 2006 |
| June 2006 | June 8, 2006 |
| June 21, 2006 | |
| August 2006 | August 14, 2006 |
| September 2006 | September 11, 2006 |
| November 2006 | November 14, 2006 |
| November 20, 2006 | |
| December 2006 | December 26, 2006 |
| January 2007 | January 10, 2007 |
| Item 8. | Exhibits |
| Exhibit 5.1 | Opinion of Yigal Arnon & Co. |
| Exhibit 23.1 | Consent of Yigal Arnon & Co. (included in the opinion of Yigal Arnon & Co. filed as Exhibit 5.1 herein). |
| Exhibit 23.2 | Consent of Somekh Chaikin, Certified Public Accountants. |
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 Rosh Ha’ayin, State of Israel, on the 22 day of February, 2007.
| BVR SYSTEMS (1998)LTD. By: /s/ Aviv Tzidon —————————————— Aviv Tzidon, Chairman of the Board of Directors |
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Aviv Tzidon, his true and lawful attorney-in-fact, and agent each with power to act with or without the other, and with full power of substitution and resubstitution, to execute in the name of such person, in his capacity as a director or officer of BVR Systems (1998) Ltd., any and all amendments to this Registration Statement on Form S-8 and all instruments necessary or incidental in connection therewith, and to file the same with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, 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 dates indicated:
| Signature | Title | Date |
| (-) —————————————— Aviv Tzidon | Chairman of the Board of Directors | February22, 2007 |
| (-) —————————————— Ilan Gillies | Chief Executive Officer | February 22, 2007 |
| (-) —————————————— Reuven Shahar | Chief Financial Officer | February 22, 2007 |
| (-) —————————————— Uri Manor | Director | February 22, 2007 |
| (-) —————————————— Ken Lalo | Director | February 22, 2007 |
| (-) —————————————— Rimon Ben Shaul | Director | February 22, 2007 |
| (-) —————————————— Haim Nisim as representative of Avi Leumi | Director | February 22, 2007 |
| (-) —————————————— Nir Dor | Director | February 22, 2007 |
| (-) —————————————— Orit Stav | Independent Director | February 22, 2007 |
| (-) —————————————— Amnon Harari | Independent Director | February 22, 2007 |
