As filed with the Securities and Exchange Commission on March 19, 2020
Registration No. 333- _____________
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TUFIN SOFTWARE TECHNOLOGIES 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 Number) |
5 HaShalom Road, ToHa Tower
Tel Aviv 6789205, Israel
(Address of Principal Executive Offices) (Zip Code)
Tufin Software Technologies Ltd. 2019 Equity-Based Incentive Plan
(Full Title of the Plan)
Tufin Software North America, Inc.
10 Summer Street, Suite 605
Boston, Massachusetts 02110-1292
(Name and address of agent for service)
Tel: +1 (877) 270-7711
(Telephone number, including area code, of agent for service)
Copies to:
Colin J. Diamond, Esq. White & Case LLP 1221 Avenue of the Americas New York, New York 10020-1095 Tel: +1 (212) 819-8200 Fax: +1 (212) 354-8113 | | Dr. Shachar Hadar, Adv. Meitar | Law Offices 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, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ⌧ | Smaller reporting company | ☐ |
| Emerging growth company | ⌧ | | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ⌧
| CALCULATION OF REGISTRATION FEE | |
Title of Securities to be Registered | | | | | Proposed Maximum Offering Price per Share | | | Proposed Maximum Aggregate Offering Price | | | Amount of Registration Fee | |
Ordinary Shares, par value New Israeli Shekel (“NIS”) 0.015 per share (“Ordinary Shares”)
| | | | | | | | | | $ | 12,048,743 | | | $ | 1,564 | |
| (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 Tufin Software Technologies Ltd. 2019 Equity-Based Incentive Plan (the “2019 Plan”). |
| (2) | Represents 1,761,512 Ordinary Shares added to the 2019 Plan, representing an automatic increase effective as of January 1, 2020 pursuant to the 2019 Plan. |
| (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 ($7.60 and $6.08) of the Registrant’s Ordinary Shares on the New York Stock Exchange, LLC on March 16, 2020. |
EXPLANATORY NOTE
This Registration Statement is being filed to register an additional 1,761,512 ordinary shares, par value NIS 0.015 per share (“Ordinary Shares”), of Tufin Software Technologies Ltd. (the “Registrant,” “we,” “our” or “us”) issuable pursuant to the Tufin Software Technologies Ltd. 2019 Equity-Based Incentive Plan (the “2019 Plan”).
On June 6, 2019, we filed with the Securities and Exchange Commission (the “Commission”) a registration
statement on Form S-8 (File No. 333-231985) registering, among others, 2,646,848 ordinary shares that may be issued under the 2019 Plan.
The 2019 Plan provides that the number of Ordinary Shares available for issuance under the 2019 Plan will automatically increase on January 1 of each calendar year during the term of the 2019 Plan by the lesser of: (i) an amount determined by our board of directors, if so determined prior to the January 1 of the calendar year in which the increase will occur, (ii) 5% of the total number of shares outstanding on December 31 of the immediately preceding calendar year and (iii) 5,000,000 shares.
The purpose of this Registration Statement is for the Registrant to register an additional 1,761,512 Ordinary Shares issuable
under the 2019 Plan, representing an automatic increase effective as of January 1, 2020 pursuant to the 2019 Plan.
Pursuant to Instruction E of Form S-8, the contents of our prior registration statement on Form S-8 (File No. 333-231985) is 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, 2019, filed with the Commission on March 18, 2020; 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 April 9, 2019.
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.
Item 8. Exhibits.
Exhibit
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 Tel Aviv, Israel, on this 19th day of March, 2020.
| | Tufin Software Technologies Ltd. | |
| | | | |
| By: | /s/ Reuven Kitov
| |
| | | Name: Reuven Kitov
| |
| | | Title: Chief Executive Officer and Chairman of the Board | |
| | | | |
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned officers and directors of Tufin Software Technologies Ltd., an Israeli corporation, do hereby constitute and appoint Reuven Kitov, Chief Executive Officer and Jack Wakileh, 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, including post-effective amendments, 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 | | Title | | Date |
| | | | | |
/s/ Reuven Kitov | | Chief Executive Officer and Chairman of the Board | | March 19, 2020 |
| Reuven Kitov | | (Principal Executive Officer) | | |
| | | | | |
/s/ Jack Wakileh | | Chief Financial Officer | | March 19, 2020 |
| Jack Wakileh | | (Principle Financial Officer and Principal Accounting Officer) | | |
| | | | | |
/s/ Reuven Harrison | | Director | | March 19, 2020 |
| Reuven Harrison | | | | |
| | | | | |
/s/ Ohad Finkelstein | | Director | | March 19, 2020 |
| Ohad Finkelstein | | | | |
| | | | | |
| | Director | |
|
| Yuval Shachar | | | | |
| | | | | |
/s/ Yair Shamir | | Director | | March 19, 2020 |
| Yair Shamir | | | | |
| | | | | |
/s/ Edouard Cukierman | | Director | | March 19, 2020 |
| Edouard Cukierman | | | | |
| | | | | |
/s/ Tom Schodorf | | Director | | March 19, 2020 |
| Tom Schodorf | | | | |
| | | | | |
/s/ Peter Campbell | | Director | | March 19, 2020 |
| Peter Campbell | | | | |
| | | | | |
/s/ Dafna Gruber | | Director | | March 19, 2020 |
| Dafna Gruber | | | | |
| | | | | |
/s/ Brian Gumbel | | Director | | March 19, 2020 |
| Brian Gumbel | | | | |
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES:
Tufin Software North America, Inc.
By: /s/ Reuven Kitov
Name: Reuven Kitov
Title: Chief Executive Officer and Chairman of the Board
Date: March 19, 2020
