As filed with the Securities and Exchange Commission on March 16, 2017
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ENZYMOTEC LTD.
(Exact name of registrant as specified in its charter)
Israel | Not Applicable | |
(State or Other Jurisdiction of | (I.R.S. Employer | |
Incorporation or Organization) | Identification Number) |
Enzymotec Ltd.
Sagi 2000 Industrial Area
P.O. Box 6
Migdal Ha’Emeq 2310001, Israel
+972-74-717-7177
(Address of Principal Executive Offices)(Zip Code)
Enzymotec Ltd. 2013 Omnibus Equity Incentive Plan
(Full Title of the Plan)
Enzymotec USA, Inc.
55 Madison Avenue, Suite 400
Morristown, NJ 07960
(Name and address of agent for service)
Tel: (973) 912-9400
(Telephone number, including area code, of agent for service)
Copies to:
Colin J. Diamond, Esq. White & Case LLP 1155 Avenue of the Americas New York, NY 10036 Tel: (212) 819-8200 Fax: (212) 354-8113 | Ron Mosberg, Adv. Enzymotec Ltd. Sagi 2000 Industrial Area, Migdal Ha'Emeq, P.O. Box 6, 2310001, Israel Tel: +972-7-47177177 Fax: +972-7-47177001 | Dan Shamgar, Adv. David S. Glatt, Adv. Meitar Liquornik Geva Leshem Tal 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 or a small reporting company. (Check one):
Large accelerated filer | ¨ | Accelerated filer | þ | |||
Non-accelerated filer | ¨ (Do not check if a 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 Share | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee | |||||||||||||
Ordinary Shares, par value New Israeli Shekel (“NIS”) 0.01 per share (“Ordinary Shares”) | 911,418 | (2) | $ | 9.05 | (3) | $ | 8,248,333 | (3) | $ | 955.98 | (3) |
(1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers 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 Enzymotec Ltd. 2013 Omnibus Equity Incentive Plan (the “2013 Plan”). |
(2) | Represents automatic increases to the number of shares available for issuance under the 2013 Plan pursuant to the “evergreen” provision under the 2013 Plan, effective January 1, 2016 and January 1, 2017. |
(3) | Calculated in accordance with Rule 457(h)(1) and 457(c) promulgated under the Securities Act, based on the average of the high and low prices (which was $9.15 and $8.95, respectively) of the registrant’s Ordinary Shares on the NASDAQ Global Select Market on March 13, 2017. |
EXPLANATORY NOTE
This Registration Statement (the “Registration Statement”) is being filed pursuant to Instruction E of Form S-8, promulgated pursuant to the Securities Act of 1933, as amended, to register an additional 454,367 and 457,051 ordinary shares, par value NIS 0.01 per share (“Ordinary Shares”), of Enzymotec Ltd. (the “Company,” the “Registrant” or “Enzymotec”) issuable pursuant to the Enzymotec Ltd. 2013 Omnibus Equity Incentive Plan (the “2013 Plan”), representing automatic increases effective as of January 1, 2016 and as of January 1, 2017, respectively. The contents of the Company’s Registration Statement on Form S-8 (File No. 333-193118) filed with the Securities and Exchange Commission (the “Commission”) on December 30, 2013 and the Company’s Registration Statement on Form S-8 (File No. 333-202839) filed with the Commission on March 18, 2015 are incorporated herein by reference, and the information required by Part II is omitted, except as supplemented by the information set forth below. References to “we”, “our” or “us” below refer to Enzymotec and its consolidated subsidiaries.
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, 2016 filed with the Commission on March 16, 2017 pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and |
(b) | The information contained in our Current Report of Foreign Private Issuer on Form 6-K furnished to the Commission on March 9, 2017; and |
(c) | 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 17, 2013. |
All other documents filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act and, to the extent specifically designated therein, Reports of Foreign Private Issuer on Form 6-K furnished by us to the Commission, 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 in a document 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 |
5 | Opinion of Meitar Liquornik Geva Leshem Tal as to the legality of Enzymotec Ltd.’s Ordinary Shares being registered |
23.1 | Consent of Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited, an independent registered public accounting firm |
23.2 | Consent of Meitar Liquornik Geva Leshem Tal (included in Exhibit 5) |
24 | Power of Attorney (included on the signature page of this Registration Statement) |
99.1 | Enzymotec Ltd. 2013 Omnibus Equity Incentive Plan (1) |
(1) | Incorporated by reference to Exhibit 10.15 to Amendment No. 1 to the Registrant’s Registration Statement on Form F-1 (Commission File No. 333-190781) filed with the Commission on September 16, 2013. |
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 Migdal Ha’Emeq, State of Israel, on this 16 day of March, 2017.
Enzymotec Ltd. By: /s/ Ariel Katz Name: Ariel Katz Title: Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned officers and directors of Enzymotec Ltd., an Israeli corporation, do hereby constitute and appoint Ariel Katz, Chief Executive Officer, and Oren Bryan, 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, both pre-effective and post-effective, 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/ Ariel Katz Ariel Katz | Chief Executive Officer (Principal Executive Officer) | March 16, 2017 | ||
/s/ Oren Bryan Oren Bryan | Chief Financial Officer (Principal Financial and Accounting Officer) | March 16, 2017 | ||
/s/ Steve Dubin Steve Dubin | Chairman of the Board | March 16, 2017 | ||
/s/ Nir Belzer Nir Belzer | Director | March 16, 2017 | ||
Tamar Howson | Director | |||
/s/ Holger Liepmann Holger Liepmann | Director | March 16, 2017 | ||
/s/ Dov Pekelman Dov Pekelman | Director | March 16, 2017 | ||
/s/ Yossi Peled Yossi Peled | Director | March 16, 2017 | ||
/s/ Michal Silverberg Michal Silverberg | Director | March 16, 2017 | ||
/s/ Joseph Tenne Joseph Tenne | Director | March 16, 2017 | ||
/s/ Mani Wasserman Mani Wasserman | Director | March 16, 2017 |
AUTHORIZED REPRESENTATIVE IN
THE UNITED STATES:
Enzymotec USA, Inc.
THE UNITED STATES:
Enzymotec USA, Inc.
By: /s/ Ariel Katz
Name: Ariel Katz
Title: Director
Date: March 16, 2017
[Signatures to Enzymotec Form S-8 Registration Statement]
EXHIBIT INDEX
Item 8. Exhibits.
Exhibit Number | Exhibit |
5 | Opinion of Meitar Liquornik Geva Leshem Tal as to the legality of Enzymotec Ltd.’s Ordinary Shares being registered |
23.1 | Consent of Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited, an independent registered public accounting firm |
23.2 | Consent of Meitar Liquornik Geva Leshem Tal (included in Exhibit 5) |
24 | Power of Attorney (included on the signature page of this Registration Statement) |
99.1 | Enzymotec Ltd. 2013 Omnibus Equity Incentive Plan (1) |
(1) | Incorporated by reference to Exhibit 10.15 to Amendment No. 1 to the Registrant’s Registration Statement on Form F-1 (Commission File No. 333-190781) filed with the Commission on September 16, 2013. |