AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER __, 2007
REGISTRATION NO. 333-[ ]
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________
ALADDIN KNOWLEDGE SYSTEMS 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 No.) |
_________________
15 BEIT OVED STREET, TEL-AVIV 61110, ISRAEL
(Address of Principal Executive Offices) (Zip Code)
ALADDIN KNOWLEDGE SYSTEMS LTD. 2003 WORLDWIDE SHARE OPTION PLAN
(Full title of the plan)
Aladdin Knowledge Systems, Inc.
2920 N.Arlington Heights Road
Arlington Heights, IL 60004
(847) 818-3800
(Name, address and telephone number, including area code, of agent for service)
_________________
CALCULATION OF REGISTRATION FEE
Title of securities to be registered | Amount to be registered | Proposed maximum offering price per share | Proposed maximum aggregate offering price | Amount of registration fee |
2003 Worldwide Share Option Plan, Ordinary Shares, par value NIS 0.01 per share | 250,000 | $23.61(*) | $5,902,500(*) | $181.21 |
| (*) | Estimated in accordance with Rule 457(c) and 457(h) of the Securities Act of 1933, as amended, solely for the purpose of calculating the filing fee on the basis of $23.61 per share, which represents the average of the high and low prices of the Ordinary Shares as reported on the NASDAQ Global Market on October 12, 2007, which is within five (5) business days prior to the date of this Registration Statement. |
On November 30, 2004, Aladdin Knowledge Systems Ltd. (the “Registrant”) filed with the Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-8 (File No. 333-120841) relating to 500,000 ordinary shares to be offered and sold under the Plan set forth on the cover page of this Registration Statement and the contents of such prior Registration Statement are incorporated into this Registration Statement by reference. On June 29, 2006 the Registrant filed with the Commission a Registration Statement on Form S-8 (file No. 333-135450) relating to an increase of an additional 500,000 ordinary shares to be offered and sold under the Plan set forth on the cover page of this Registration Statement and the contents of such prior Registration Statement are incorporated into this Registration Statement by reference.
This Registration Statement covers an additional increase of 250,000 ordinary shares pursuant to the automatic share increase provisions of the Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
The following exhibits are filed herewith:
Exhibit No. Description
4.1 Aladdin Knowledge Systems Ltd. 2003 Worldwide Share Option Plan, as amended and restated January, 2007.
5.1 Opinion and consent of Herzog Fox & Neeman.
23.1 Consent of Kost, Forer, Gabbay & Kasierer.
23.2 Consent of Blick Rothenberg.
23.3 Consent of Herzog Fox & Neeman is contained in Exhibit 5.1
24.1 Powers of Attorney (included on the signature page).
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 Tel Aviv, State of Israel, on October 18, 2007.
ALADDIN KNOWLEDGE SYSTEMS LTD.
By: /s/ Yanki Margalit
Yanki Margalit
Chairman of the Board and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Yanki Margalit, his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all future amendments (including post-effective amendments) to the Registration Statement, and to file the same with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agents, or his or her substitute or substitutes, may lawfully do or cause to be done by 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:
Signature | Title | Date |
/s/ Yanki Margalit Yanki Margalit | Chairman of the Board and Chief Executive Officer (principal executive officer) | October 18, 2007 |
/s/ Aviram Shemer Aviram Shemer | Chief Financial Officer (principal financial officer and principal accounting officer) | October 18, 2007 |
/s/ David Assia David Assia | Director | October 18, 2007 |
/s/ Menahem Gutterman Menahem Gutterman | Director | October 18, 2007 |
/s/ Orna Berry Orna Berry | Director | October 18, 2007 |
Authorized Representative in the United States: Aladdin Knowledge Systems, Inc. By: /s/ John Gunn John Gunn October 18, 2007 |
EXHIBIT INDEX
Exhibit No. Description
4.1 Aladdin Knowledge Systems Ltd. 2003 Worldwide Share Option Plan, as amended and restated January, 2007.
5.1 Opinion and consent of Herzog Fox & Neeman.
23.1 Consent of Kost, Forer, Gabbay & Kasierer
23.2 Consent of Blick Rothenberg.
23.3 Consent of Herzog Fox & Neeman is contained in Exhibit 5.1
24.1 Powers of Attorney (included on the signature page).