As filed with the Securities and Exchange Commission on April 11, 2018
Registration No. 333-222598
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1 TO
REGISTRATION STATEMENT
UNDER
SCHEDULE B
OF
THE SECURITIES ACT OF 1933
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State of Israel
(Name of Registrant)
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Name and address of authorized agent in the United States:
Chia Tiger
Chief Legal Officer and
Head of Israel Economic Mission – Western Hemisphere
Ministry of Finance
State of Israel
800 Second Avenue, 17th Floor
New York, New York 10017
Copy to:
David Menchel, Esq.
Arnold & Porter Kaye Scholer LLP
250 West 55th Street
New York, New York 10019
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Approximate date of commencement of proposed sale to the public: As soon as possible after this Registration Statement becomes effective.
The debt securities being registered hereby are to be offered on a delayed or continuous basis pursuant to Release Nos. 33-6240 and 33-6424 under the Securities Act of 1933.
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CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered | Amount to Be Registered | Proposed Maximum Aggregate Offering Price Per Unit (1) | Proposed Maximum Aggregate Offering Price (1)(2) (3) | Amount of Registration Fee(4) |
| Debt Securities | $4,000,000,000 | 100% | $4,000,000,000 | $481,017 |
(1) Estimated solely for the purpose of calculating the registration fee.
(2) Exclusive of accrued interest, if any.
(3) Pursuant to the provisions of Rule 429 under the Securities Act of 1933, the Prospectus contained herein also relates to debt securities having an aggregate principal amount of $136,413,149 or the equivalent thereof in one or more other currencies or currency units, registered under the Registrant’s Registration Statement No. 333-205882 under Schedule B and not previously sold in the United States. In the event any previously registered debt securities are offered prior to the effective date of this Registration Statement, they will not be included in any prospectus hereunder.
(4) The $481,017 paid by the Registrant with this Registration Statement relates to debt securities having an aggregate principal amount of $3,863,586,851 or the equivalent thereof in one or more other currencies or currency units, being registered hereby. The registration fee with respect to the Registrant’s $136,413,149 aggregate principal amount of debt securities registered under Registration Statement No. 333-205882 initially filed on July 27, 2015 was paid at the time such Registration Statement was filed.
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The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
Pursuant to the provisions of Rule 429 under the Securities Act of 1933, the Prospectus contained herein also relates to debt securities having an aggregate principal amount of $136,413,149 or the equivalent thereof in one or more other currencies or currency units, registered under the Registrant’s Registration Statement No. 333-205882 under Schedule B and not previously sold in the United States. In the event any previously registered debt securities are offered prior to the effective date of this Registration Statement, they will not be included in any prospectus hereunder.
EXPLANATORY NOTE
The Registrant has prepared this Amendment No. 1 to the Registration Statement under Schedule B (File No. 333-222598) for the purpose of revising the “Calculation of Registration Fee” table on the cover page to the Registration Statement. This Amendment No. 1 does not modify any provisions of the Prospectus that forms a part of the Registration Statement and accordingly such Prospectus has not been included herein.
Part II
EXPENSES
The following is an estimate of the fees and expenses of the State of Israel in connection with the offering of the debt securities that are the subject of this Registration Statement:
| Securities and Exchange Commission filing fee | | $ | 481,017 | |
| Costs of printing and preparing Registration Statement, Prospectus and other documents | | $ | 50,000 | * |
| Fiscal agent fees and expenses | | $ | 8,300,000 | * |
| Legal fees | | $ | 75,000 | * |
| Miscellaneous | | $ | 30,000 | * |
| Total | | $ | 8,936,017 | * |
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UNDERTAKINGS
Israel hereby undertakes:
| (a) | To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: |
| | (i) | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
| | (ii) | To reflect in the Prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; |
| | (iii) | To include any material information with respect to the Plan of Distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; |
provided, however, that Israel shall not be required to file a post-effective amendment otherwise required by (i) and (ii) above if the information required to be included in a post-effective amendment is contained in any report filed under the Securities Exchange Act of 1934 that is incorporated by reference in the Registration Statement.
| (b) | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (c) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
| (d) | That, for purposes of determining any liability under the Securities Act of 1933, each filing of Israel’s annual report on Form 18-K or amendments thereto under the Securities Exchange Act of 1934 that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered thereby, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
AGREEMENT TO PROVIDE LEGAL OPINIONS
The Registrant hereby agrees to furnish copies of the opinions of the Legal Advisor to the Ministry of Finance, as required, in amendments to this Registration Statement or in any report filed under the Securities Exchange Act of 1934, as amended, that is incorporated by reference in this Registration Statement.
CONTENTS OF REGISTRATION STATEMENT
This Registration Statement consists of:
| 2. | Part I, consisting of the Prospectus. |
| 3. | Part II, consisting of pages numbered II-1 through II-4 |
| 4. | The following Exhibits: |
| | (1) | Master Underwriting Agreement, dated December 31, 2013, between the State of Israel and Development Corporation for Israel (Supplements not provided).* |
| | | |
| | (1B) | First Amendment, dated December 31, 2014, to the Master Underwriting Agreement between the State of Israel and Development Corporation for Israel.** |
| | | |
| | (1C) | Second Amendment, dated December 31, 2016, to the Master Underwriting Agreement between the State of Israel and Development Corporation for Israel.***** |
| | | |
| (2) | Amended and Restated Master Fiscal Agency Agreement, dated December 24, 2013, between the State of Israel, Computershare Inc. and Computershare Trust Company, N.A. (Schedules not provided).*** |
| | | |
| | (3) | Form of Bonds.**** |
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| | (4) | Opinion of the Legal Advisor to the Ministry of Finance of the State of Israel.***** |
| | | |
| | (5) | Opinion of Arnold & Porter Kaye Scholer LLP.***** |
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| | (6) | The consent of the Legal Advisor to the Ministry of Finance of the State of Israel (included as part of Exhibit 4(4)).***** |
| | | |
| | (7) | The consent of Arnold & Porter Kaye Scholer LLP (contained in Exhibit 4(5)).***** |
| | | |
| | (8) | The consent of the Accountant General of the Ministry of Finance.***** |
| * | Previously filed on March 26, 2014 as Exhibit E to Amendment No. 1 to the Annual Report for the Fiscal Year ended December 31, 2012 (File No. 002-94917) and incorporated by reference herein. |
| ** | Previously filed on July 27, 2015 as Exhibit 4.(1B) to Registration Statement under Schedule B (File No. 333-205882) and incorporated by reference herein. |
| *** | Previously filed on March 26, 2014 as Exhibit F to Amendment No. 1 to the Annual Report for the Fiscal Year ended December 31, 2012 (File No. 002-94917) and incorporated by reference herein. |
| **** | Previously filed on March 26, 2014 as Exhibit G to Amendment No. 1 to the Annual Report for the Fiscal Year ended December 31, 2012 (File No. 002-94917) and incorporated by reference herein. |
| ***** | Previously filed on January 18, 2018. |
SIGNATURE OF REGISTRANT
Pursuant to the requirements of the United States Securities Act of 1933, the registrant has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, who are duly authorized to execute the foregoing in their official capacity as the Senior Deputy Accountant General of the Ministry of Finance and the Head of Government Debt of the Ministry of Finance of the State of Israel, respectively.
| | STATE OF ISRAEL | |
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| | By: | /s/ Gil Cohen | |
| | | Gil Cohen | |
| | | Senior Deputy Accountant General | |
| | | Ministry of Finance | |
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| | By: | /s/ Lior David-Pur | |
| | | Lior David-Pur | |
| | | Head of Government Debt Management | |
| | | Ministry of Finance | |
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Jerusalem, Israel
April 11, 2018
