As filed with the Securities and Exchange Commission on January 26, 2001
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CERAGON NETWORKS LTD.
(Exact Name of Registrant as Specified in its Charter)
ISRAEL N/A
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
24 RAOUL WALLENBERG STREET
TEL AVIV 69719, ISRAEL
972-3-645-5733
(Address, Including Zip Code, and Telephone Number,
including Area Code, of Registrant's Principal Executive Offices)
CERAGON NETWORKS LTD. KEY EMPLOYEE SHARE INCENTIVE PLAN 1996
CERAGON NETWORKS LTD. AFFILIATE EMPLOYEES OPTION PLAN
(Full Title of Plan)
CERAGON NETWORKS, INC.
777 CORPORATE DRIVE
MAHWAH, NEW JERSEY 07430
(201) 529-4444
(Name and Address, Including Zip Code,
and Telephone Number, Including Area Code, of Agent For Service)
COPIES TO:
DAVID P. STONE, ESQ. MITCHELL C. SHELOWITZ, ESQ. ODED ERAN, ADV.
WEIL, GOTSHAL & MANGES LLP CERAGON NETWORKS LTD. ASHOK J. CHANDRASEKHAR, ADV.
767 FIFTH AVENUE 24 RAOUL WALLENBERG STREET GOLDFARB, LEVY, ERAN & CO.
NEW YORK, NEW YORK 10153 TEL AVIV 69719, ISRAEL 2 IBN GVIROL STREET
212-310-8000 972-3-766-6770 TEL AVIV 64077, ISRAEL
FACSIMILE: 212-310-8007 FACSIMILE: 972-3-645-5499 972-3-608-9999
FACSIMILE: 972-3-608-9909
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
TITLE OF AMOUNT MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO TO BE OFFERING AGGREGATE REGISTRATION
BE REGISTERED REGISTERED(1) PRICE PER SHARE OFFERING PRICE FEE
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Ordinary shares, par value NIS 0.01 per share 5,086,000(2) $2.17(3) $11,036,620(3) $2,759
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Ordinary shares, par value NIS 0.01 per share 670,250(4) $5.40(5) $3,619,350(5) $905
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Ordinary shares, par value NIS 0.01 per share 1,440,250(6) $16.25(7) $23,404,063(7) $5,851
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TOTAL $38,060,033 $9,515
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(1) Plus such indeterminate number of ordinary shares as may be issued to
prevent dilution resulting from stock dividends, stock splits or similar
transactions in accordance with Rule 416 under the Securities Act of 1933.
(2) Issuable pursuant to options that have been granted under the Ceragon
Networks Ltd. Key Employee Share Incentive Plan 1996.
(3) Pursuant to Rule 457(h)(1) under the Securities Act of 1933, as amended,
for the purpose of calculating the maximum aggregate offering price and
the registration fee, the proposed maximum offering price per share is the
weighted average exercise price of $2.17 per share.
(4) Issuable pursuant to options that have been granted under the Ceragon
Networks Ltd. Affiliate Employees Option Plan.
(5) Pursuant to Rule 457(h)(1) under the Securities Act of 1933, as amended,
the proposed maximum offering price per share is the weighted average
exercise price of $5.40 per share.
(6) Issuable, in aggregate, pursuant to the Ceragon Networks Ltd. Key Employee
Share Incentive Plan 1996 and the Ceragon Networks Ltd. Affiliate
Employees Option Plan, in respect of which options have yet to be granted.
(7) Pursuant to Rule 457(h)(1) under the Securities Act of 1933, as amended,
the proposed maximum offering price per share was estimated based on the
average high and low sale prices of the ordinary shares as reported by the
Nasdaq National Market on January 23, 2001.
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NY2:\994648\08\LBH408!.DOC\47958.0003
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
The documents containing the information specified in Part
I of Form S-8, the statement of availability of information required by Item 2
of Form S-8 and the information relating to the Ceragon Networks Ltd. Key
Employee Share Incentive Plan 1996 and the Ceragon Networks Ltd. Affiliate
Employees Option Plan (collectively, the "Plans") and other information required
by Item 2 of Form S-8 have previously been, or will be sent or given to the
participants of the Plans, as specified by Rule 428(b)(1) under the Securities
Act of 1933, as amended (the "Securities Act"). Such documents are not required
to be and are not filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as prospectuses
or prospectus supplements pursuant to Rule 424. These documents and the
documents incorporated by reference in this Registration Statement pursuant to
Item 3 of Part II of this Form S-8, taken together, constitute a prospectus that
meets the requirements of Section 10(a) of the Securities Act.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Upon written or oral request, any of the documents
incorporated by reference in Item 3 of Part II of this Registration Statement
(which documents are incorporated by reference in this Section 10(a)
Prospectus), along with other documents required to be delivered to eligible
employees pursuant to Rule 428(b) or additional information about the Plans and
their administrators, are available without charge by contacting:
Ceragon Networks Ltd.
24 Raoul Wallenberg Street
Tel Aviv 96719, Israel
972-3-766-6770
Attention: Mitchell C. Shelowitz, Esq.
The shares covered by this registration statement are being
offered pursuant to an exemption from the obligation to publish a prospectus in
a manner required pursuant to the Securities Law of the State of Israel. Nothing
in such exemption shall be construed as authenticating the matters contained
herein or as an approval of their reliability or adequacy or as an expression of
opinion as to the quality of the securities covered hereby.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Commission by
Ceragon Networks Ltd. (the "Company") are incorporated herein by reference:
(a) The Company's prospectus filed with the Commission pursuant to
Rule 424(b), dated August 3, 2000;
(b) The Company's Current Report on Form 6-K, dated November 11,
2000;
(c) The Company's Current Report on Form 6-K, dated January 4,
2001;
(d) The Company's Current Report on Form 6-K, dated January 23,
2001; and
(e) The description of the Company's Ordinary Shares, par value
NIS 0.01 per share, contained in the Company's Registration
Statement under the Securities Exchange Act of 1934 on Form
8-A, filed with the Commission on July 27, 2000.
All documents subsequently filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act"), prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities covered by this Registration Statement have been sold or which
deregisters all of the securities then remaining unsold, will be deemed to be
incorporated by reference in this Registration Statement and to be a part of
this document from the date of filing of such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference in this
document will be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained in this document
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference in this document modifies or supersedes such
statement. Any such statement so modified or superseded will not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Some legal matters concerning this Registration Statement
will be passed upon for us by Goldfarb, Levy, Eran & Co. Certain entities in
which the partners of Goldfarb, Levy, Eran & Co. have an interest hold an
aggregate of 136,000 of our ordinary shares.
3
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under the Companies Law, an Israeli company may not exempt
an office holder from liability for a breach of his duty of loyalty, but may
exempt in advance an office holder from his liability to the company, in whole
or in part, for breach of his duty of care.
Office Holders Insurance
Our articles of association provide that, subject to the
provisions of the Companies Law, we may enter into a contract for the insurance
of the liability of any of our office holders concerning an act performed by him
in his capacity as an office holder for:
o a breach of his duty of care to us or to another person;
o a breach of his duty of loyalty to us, provided that the
office holder acted in good faith and had reasonable cause to
assume that his act would not prejudice our interests; or
o a financial liability imposed upon him in favor of another
person.
Indemnification of Office Holders
Our articles of association provide that we may indemnify
any of our office holders against an act performed in his capacity as an office
holder, including indemnity for the following:
o a financial liability imposed on him in favor of another
person; and
o reasonable litigation expenses, including attorneys' fees,
expended by the office holder or charged to him by a court,
resulting from: proceedings we institute against him or
instituted on our behalf or by another person; a criminal
charge from which he was acquitted; or a criminal charge in
which he was convicted for a criminal offense that does not
require proof of intent.
Our articles of association also include the following;
o We are authorized to grant in advance an undertaking to
indemnify our office holders, provided that the undertaking is
limited to specified events which the board of directors
determines to be anticipated and limited to an amount
determined by the board of directors to be reasonable under
the circumstances.
o We are authorized to indemnify retroactively our office
holders.
Limitations on Insurance and Indemnification
The Companies Law provides that a company may not indemnify
an office holder nor enter into an insurance contract which would provide
coverage for any monetary liability incurred as a result of any of the
following:
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o a breach by the office holder of his duty of loyalty unless
the office holder acted in good faith and had a reasonable
basis to believe that the act would not prejudice the company;
o a breach by the office holder of his duty of care if the
breach was done intentionally or recklessly;
o any act or omission done with the intent to derive an illegal
personal benefit; or
o any fine levied against the office holder.
In addition, under the Companies Law, indemnification of,
and procurement of insurance coverage for, our office holders must be approved
by our audit committee and our board of directors and, in specified
circumstances, by our shareholders.
We have agreed to indemnify our office holders to the
fullest extent permitted under the Companies Law. We have obtained directors and
officers liability insurance for the benefit of our office holders.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
4.1 - Form of Ordinary Share Certificate (incorporated
herein by reference to Exhibit 4.1 to the
Company's Registration Statement on Form F-1
(No. 333-12312))
4.2 - Memorandum of Association of the Company
(incorporated herein by reference to Exhibit 3.1
to the Company's Registration Statement on Form
F-1 (No. 333-12312))
4.3 - Articles of Association of the Company
(incorporated herein by reference to Exhibit 3.2
to the Company's Registration Statement on Form
F-1 (No. 333-12312))
4.4 - Key Employee Share Incentive Plan 1996
(incorporated herein by reference to Exhibit
10.1 to the Company's Registration Statement on
Form F-1 (No. 333-12312))
4.5 - Affiliate Employees Option Plan (incorporated
herein by reference to Exhibit 10.2 to the
Company's Registration Statement on Form F-1
(No. 333-12312))
4.6 - Share Purchase Agreement, dated as of March 13,
2000, by and among the Company, Harbourvest
International Private Equity Partners III Direct
Fund L.P., and the investors listed on Exhibit A
5
attached thereto, Bynet Communications Ltd., RAD
Data Communications Ltd., Zohar Zisapel and
Yehuda Zisapel (incorporated herein by reference
to Exhibit 4.2 to the Company's Registration
Statement on Form F-1 (No. 333-12312))
*5 - Opinion of Goldfarb, Levy, Eran & Co.
*23.1 - Consent of Luboshitz Kasierer
*23.2 - Consent of Goldfarb, Levy, Eran & Co. (included
in Exhibit 5)
*24 - Power of Attorney (included as part of this
Registration Statement)
*99.1 - Partial Resolutions of the Meeting of the Board
of Directors of the Company, dated June 7, 2000
*99.2 - Partial Minutes of the Meeting of the Board of
Directors of the Company, dated January 24, 2001
-----------------------
* Filed herewith
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) 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;
(ii) to reflect in the prospectus any facts
or events arising after the effective
date of the 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; and
(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 paragraph (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to
be included in a post-effective amendment by the
6
foregoing paragraphs is contained in periodic reports,
filed by the Company pursuant to Section 13 or Section
15(d) of the Exchange Act, that are incorporated by
reference in the Registration Statement.
(2) 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.
(3) 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.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d)
of the Exchange Act that is incorporated by reference in
the Registration Statement 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) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors,
officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification
is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection
with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by
the final adjudication of such issue.
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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 the City of Tel Aviv, State of Israel, on this 25th day of
January, 2001.
Ceragon Networks Ltd.
By: /s/ SHRAGA KATZ
---------------------------------------------
Name: Shraga Katz
Title: President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Zohar Zisapel, Shraga Katz and
Yael Langer and each of them, his/her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him/her and in
his/her name, place and stead, in any and all capacities, to sign any and all
amendments to this Registration Statement, and to file the same, with all
exhibits thereto, and other 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 in and about the premises, as fully to all
intents and purposes as he/she might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his/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 date indicated.
Signature Title Date
--------- ----- ----
/s/ ZOHAR ZISAPEL
- -----------------------------
Zohar Zisapel Chairman of the Board of Directors January 25, 2001
/s/ SHRAGA KATZ
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Shraga Katz President, Chief Executive Officer and Director January 25, 2001
/s/ SHIMON GAL
- -----------------------------
Shimon Gal Chief Financial Officer January 25, 2001
/s/ ZOHAR GILON
- -----------------------------
Zohar Gilon Director January 25, 2001
8
/s/ YAEL LANGER
- -----------------------------
Yael Langer Director January 25, 2001
/s/ SHMUEL LEVY
- -----------------------------
Shmuel Levy Director January 25, 2001
Authorized Representative
in the United States:
Ceragon Networks, Inc.
By: /s/ DAVID ACKERMAN January 25, 2001
------------------------
Name: David Ackerman
Title: President
9
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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4.1 - Form of Ordinary Share Certificate (incorporated herein by
reference to Exhibit 4.1 to the Registrant's Registration
Statement on Form F-1 (No. 333-12312))
4.2 - Memorandum of Association of Registrant (incorporated herein by
reference to Exhibit 3.1 to the Registrant's Registration
Statement on Form F-1 (No. 333-12312))
4.3 - Articles of Association of Registrant (incorporated herein by
reference to Exhibit 3.2 to the Registrant's Registration
Statement on Form F-1 (No. 333-12312))
4.4 - Key Employee Share Incentive Plan 1996 (incorporated herein by
reference to Exhibit 10.1 to the Registrant's Registration
Statement on Form F-1 (No. 333-12312))
4.5 - Affiliate Employees Option Plan (incorporated herein by
reference to Exhibit 10.2 to the Registrant's Registration
Statement on Form F-1 (No. 333-12312))
4.6 - Share Purchase Agreement, dated as of March 13, 2000, by and
among the Registrant, Harbourvest International Private Equity
Partners III Direct Fund L.P., and the investors listed on
Exhibit A attached thereto, Bynet Communications Ltd., RAD Data
Communications Ltd., Zohar Zisapel and Yehuda Zisapel
(incorporated herein by reference to Exhibit 4.2 to the
Registrant's Registration Statement on Form F-1 (No. 333-12312))
*5 - Opinion of Goldfarb, Levy, Eran & Co.
*23.1 - Consent of Luboshitz Kasierer
*23.2 - Consent of Goldfarb, Levy, Eran & Co. (included in Exhibit 5)
*24 - Power of Attorney (included as part of this Registration
Statement).
*99.1 - Partial Resolutions of the Meeting of the Board of Directors of
the Registrant, dated June 7, 2000
*99.2 - Partial Minutes of the Meeting of the Board of Directors of the
Registrant, dated January 24, 2001
- ------------------------
* Filed herewith
10