EXPLANATORY NOTE
This Registration Statement is being filed to register an additional 1,225,000 ordinary shares, par value NIS 0.01 per share (“Ordinary Shares”), of CyberArk Software Ltd. (the “Registrant,” “we,” “our” or “us”) issuable pursuant to the CyberArk Software Ltd. 2014 Share Incentive Plan, as amended (the “2014 Plan”).
On November 19, 2014, we filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-8 (File No. 333-200367) registering 219,358 Ordinary Shares issuable under the 2014 Plan and 224,000 Ordinary Shares issuable upon the exercise of options granted under the 2014 Plan. Subsequently, on March 18, 2015, we filed with the Commission a registration statement on Form S-8 (File No. 333-202850) registering 610,027 Ordinary Shares issuable under the 2014 Plan. On April 21, 2015, our board of directors (our “Board”) and the compensation committee of our Board adopted, subject to shareholders approval, and on June 10, 2015, our shareholders approved, an amendment to the 2014 Plan to (a) increase the number of Ordinary Shares for issuance under the 2014 Plan by 610,027 Ordinary Shares as of January 1, 2015, and (b) amend the provision in the 2014 Plan regarding the maximum aggregate number of Ordinary Shares that may be issued pursuant to awards under the 2014 Plan to provide that the number of Ordinary Shares available for issuance under the 2014 Plan will automatically increase on January 1 of each calendar year during the term of the 2014 Plan, commencing on January 1, 2016, by the lesser of (i) an amount determined by our Board, if so determined prior to January 1 of the calendar year in which the increase is set to occur, (ii) 4% of the total number of our Ordinary Shares outstanding on December 31 of the immediately preceding calendar year, and (iii) 4,000,000 Ordinary Shares. Therefore, we filed with the Commission registration statements on Form S-8 on March 16, 2017 (File No. 333-216755) registering 3,311,644 Ordinary Shares, on March 16, 2018 (File No. 333-223729) registering 1,200,000 Ordinary Shares, on March 14, 2019 (File No. 333-230269) registering 1,300,000 Ordinary Shares and on March 5, 2020 (File No. 333-236909) registering 50,000 Ordinary Shares, all issuable under the 2014 Plan.
The purpose of this Registration Statement is for the Registrant to register an additional 1,225,000 Ordinary Shares issuable under the 2014 Plan following the above-described amendment, representing an automatic increase effective as of January 1, 2021 pursuant to the 2014 Plan.
Pursuant to Instruction E of Form S-8, the contents of our prior registration statements on Form S-8 (File Nos. 333-200367, 333-202850, 333-216755, 333-223729, 333-230269 and 333-236909) are incorporated herein by reference, and the information required by Part II is omitted, except as supplemented by the information set forth below.
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, 2020, filed with the Commission on March 11, 2021; and |
| | (b) | 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 16, 2014. |
All other documents filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, and, to the extent designated therein, Reports of Foreign Private Issuer on Form 6-K furnished by us to the Commission that are identified in such forms as being incorporated into this Registration Statement, 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 herein or in a document all or a portion of which is 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.
