As filed with the Securities and Exchange Commission on December 31, 2015
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SODASTREAM INTERNATIONAL LTD.
(Exact Name of Registrant as Specified in its Charter)
| Israel | N/A |
| (State or Other Jurisdiction of | (I.R.S. Employer |
| Incorporation or Organization) | Identification Number) |
Daniel Birnbaum
Chief Executive Officer
SodaStream International Ltd.
Gilboa Street, Airport City,
Ben Gurion Airport, Israel 7010000
+972 (3) 976-2301
(Address of Principal Executive Offices) (Zip Code)
2010 EMPLOYEE SHARE OPTION PLAN
(Full Title of the Plans)
SodaStream USA, Inc.
200 East Park Drive, Suite 600
Mount Laurel, NJ 08054
1-800-763-2258
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Dotan Bar-Natan Head of Legal Department SodaStream International Ltd. Gilboa Street Airport City 7010000, Israel Tel: +972 (3) 976-2309 Fax: +972 (3) 973-6667 | Colin J. Diamond White & Case LLP 1155 Avenue of the Americas New York, New York Tel: (212) 819-8200 Fax: (212) 354-8113 |
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 12b-2 of the Exchange Act.
| Large accelerated filer ¨ | Accelerated filer x |
| Non-accelerated filer ¨ (Do not check if smaller reporting company ) | Smaller reporting company ¨ |
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered | Amount To Be Registered(1) | Proposed Maximum Offering Price Per | Proposed Maximum Aggregate Offering Price(2) | Amount of Registration Fee | ||||||||||||
| Ordinary Shares, par value NIS 0.645 | 505,000 | $ | 17.42 | $ | 8,797,100 | $ | 885.87 | |||||||||
| Total | 505,000 | $ | 885.87 | |||||||||||||
| (1) | This Registration Statement shall also cover any additional Ordinary Shares which become issuable under the 2010 Employee Share Option Plan (the “2010 Plan”) of SodaStream International Ltd. (the “Registrant”) by reason of any share dividend, share split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration which results in an increase in the number of the Registrant’s outstanding Ordinary Shares. |
| (2) | The Proposed Maximum Offering Price Per Share is calculated in accordance with Rules 457(c) and 457(h) under the Securities Act of 1933, as amended (the “Securities Act”), solely for purposes of calculating the registration fee on the basis of $17.42 per share, the average of the high and low price of the Registrant’s Ordinary Shares as reported on the Nasdaq Global Select Market on December 28, 2015. |
EXPLANATORY NOTE
The purpose of this Registration Statement on Form S-8 (this “Registration Statement”) is for SodaStream International Ltd. (the “Registrant”) to register an additional 505,000 Ordinary Shares, par value NIS 0.645, for issuance under the Registrant’s 2010 Employee Share Option Plan (the “2010 Plan”).
In accordance with General Instruction E of Form S-8, the contents of the Registrant’s Registration Statements on Form S-8 (File No. 333-170299, File No. 333-190655 and File No. 333-195578), filed with the Securities and Exchange Commission (the “Commission”) on November 3, 2011, August 16, 2013 and April 30, 2014, respectively, are incorporated herein by reference and the information required by Part II is omitted, except as supplemented by the information set forth below.
PART I
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 Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed with the Commission:
(a) The Registrant’s Annual Report on Form 20-F (File No. 001-34929) for the fiscal year ended December 31, 2014, filed with the Commission on April 20, 2015;
(b) The Registrant’s Report of Foreign Private Issuer on Form 6-K furnished to the Commission on December 22, 2015;
(c)The Registrant’s Report of Foreign Private Issuer on Form 6-K/A furnished to the Commission on November 30, 2015;
(d) The condensed consolidated balance sheets, the International Financial Reporting Standards information contained in the condensed consolidated statements of operations and the condensed consolidated statements of cash flows contained in the press releases attached as Exhibit 99.1 to the Reports of Foreign Private Issuer on Form 6-K furnished by theRegistrant to the Commission on May 6, 2015, August 5, 2015 and November 4, 2015; and
(e) The description of the Registrant’s Ordinary Shares contained in the Registrant’s Registration Statement on Form 8-A12B (File No. 001-34929) filed with the Commission on October 25, 2010, pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.
In addition to the foregoing, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act,and, to the extent specifically designated therein, Reports of Foreign Private Issuer on Form 6-K furnished by theRegistrant to the Commission, in each caseprior to the filing of a post-effective amendment indicating that all securities offered hereby have been sold or deregistering all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents, except as to specific sections of such statements as set forth therein. Any statement contained herein or in a document all or a portion of which is incorporated or deemed to be incorporated by reference herein or in any 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. |
The Exhibits to this Registration Statement are listed in the Exhibit Index hereto and are incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Airport City, Israel, on the 31st day of December, 2015.
| SODASTREAM INTERNATIONAL LTD. | ||
| By: | /s/ Dotan Bar-Natan | |
Name: Dotan Bar-Natan Title: Head of Legal Department | ||
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Daniel Birnbaum, Daniel Erdreich, Eyal Shohat and Dotan Bar-Natan, and each of them severally, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his 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 other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done 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.
Signatures | Title | Date |
| /s/ Daniel Birnbaum | Chief Executive Officer and Director | December 31, 2015 |
| Daniel Birnbaum | (Principal Executive Officer) | |
| /s/ Daniel Erdreich | Chief Financial Officer | December 31, 2015 |
| Daniel Erdreich | (Principal Financial Officer and Principal Accounting Officer) | |
| /s/ Stanley Stern | Chairman of the Board | December 31, 2015 |
| Stanley Stern | ||
| /s/ Eytan Glazer | Director | December 31, 2015 |
| Eytan Glazer | ||
| /s/ Lauri Hanover | Director | December 31, 2015 |
| Lauri Hanover | ||
| /s/ David Morris | Director | December 31, 2015 |
| David Morris | ||
| /s/ Jonathan Kolodny | Director | December 31, 2015 |
| Jonathan Kolodny | ||
| /s/ Richard Hunter | Director | December 31, 2015 |
| Richard Hunter | ||
| SODASTREAM USA INC. | ||
By:/s/ Daniel Birnbaum | Authorized Representative in the United States | December 31, 2015 |
| Name: Daniel Birnbaum Title: Director |
EXHIBIT INDEX
| Exhibit No. | Description | |
| 4.1 | Amended and Restated Articles of Association of the Registrant (incorporated herein by reference to Exhibit 3.2 to the Registrant’s Registration Statement on Form F-1, as amended (File No. 333-170007), as filed with the Commission on October 19, 2010) | |
| 5.1 | Opinion of Gornitzky & Co., Israeli counsel to the Registrant, as to the validity of the Ordinary Shares (including consent) | |
| 23.1 | Consent of Somekh Chaikin, a member firm of KPMG International, Independent Registered Public Accounting Firm | |
| 23.2 | Consent of Gornitzky & Co. (included in Exhibit 5.1 to this Registration Statement) | |
| 24.1 | Power of Attorney (included on the signature page to this Registration Statement) | |
| 99.1 | SodaStream International Ltd. 2010 Employee Share Option Plan (the “2010 Plan”) (incorporated herein by reference to Exhibit 10.2(b) to the Registrant’s Registration Statement on Form F-1, as amended (File No. 333-170007), as filed with the Commission on October 26, 2010) | |
| 99.2 | Amendment No. 1 to the 2010 Plan (incorporated herein by reference to Exhibit 4.2(c) to the Registrant’s annual report on Form 20-F filed with the SEC on April 30, 2014) | |
| 99.3 | Amendment No. 2 to the 2010 Plan |