AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 31, 2011
REGISTRATION NO. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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REGISTRATION STATEMENT
ON FORM S-8
UNDER
THE SECURITIES ACT OF 1933
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CLICKSOFTWARE TECHNOLOGIES LTD.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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ISRAEL
NOT APPLICABLE
(STATE OR OTHER JURISDICTION
OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
94 EM HAMOSHAVOT ROAD
PETACH TIKVA, 49527 ISRAEL
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
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2000 SHARE OPTION PLAN, AS AMENDED
(FULL TITLE OF THE PLAN)
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CLICKSOFTWARE, INC.
35 CORPORATE DRIVE SUITE 140
BURLINGTON, MA 01803
(781) 272-5903
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
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COPIES TO:
HOWARD BERKENBLIT, ESQ. IAN ROSTOWSKY, ESQ
ODED HAR-EVEN, ESQ. AMIT, POLLAK, MATALON & CO.
SULLIVAN & WORCESTER LLP NITSBA TOWER, 19TH FL.
ONE POST OFFICE SQUARE 17 YITZHAK SADEH ST.
BOSTON, MA 02109 TEL-AVIV 67775
ISRAEL
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
|_| Large Accelerated Filer |X| Accelerated Filer
(Do not check if a smaller reporting company)
|_| Non-Accelerated Filer |_| Smaller Reporting Company
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CALCULATION OF REGISTRATION FEE
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TITLE OF SECURITIES TO BE REGISTERED PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
AMOUNT TO BE OFFERING AGGREGATE REGISTRATION
REGISTERED(1) PRICE PER SHARE(2) OFFERING PRICE(3) FEE
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Ordinary Shares, NIS 0.02 par value, to be
issued under the 2000 Share Option Plan,
as amended and restated as of July 15, 2010 800,000 $7.99 $6,392,000 $742.12
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(1) Pursuant to Rule 416(a) and (b) under the Securities Act of 1933, as
amended, this Registration Statement shall also cover any additional
ordinary shares which become issuable by reason of any stock dividend,
stock split, recapitalization or other similar transaction which results
in an increase in the number of the outstanding ordinary shares.
(2) Calculated in accordance with Rule 457(h) and Rule 457(c) under the
Securities Act of 1933, as amended, solely for the purpose of calculating
the registration fee based on the price of $7.99 per share, which was the
average of the high and low price per Ordinary Share as reported on the
Nasdaq Global Select Market on March 29, 2011.
EXPLANATORY NOTE
On July 21, 2000, ClickSoftware Technologies Ltd. (the "Registrant" or the
"Company") filed a Registration Statement on Form S-8 (File No. 333-42000) with
the Securities and Exchange Commission (the "Commission") to register an
aggregate of 5,254,584 ordinary shares of the Registrant that may be issued
pursuant to the Registrant's 1996 Option Plan, 1998 Option Plan, 1999 Option
Plans, 2000 U.S. Option Plan, 2000 Israeli Plan, 2000 Share Option Plan, and
2000 Employee Share Purchase Plan.
Pursuant to the 2000 Share Option Plan, as amended, the number of ordinary
shares made available under the 2000 Share Option Plan will be automatically
increased on the first day of the Company's fiscal year to equal the lesser of:
(i) 5% of the outstanding ordinary shares on such date, (ii) 1,250,000 ordinary
shares, and (iii) an amount determined by the Company's board of directors (the
"Evergreen Mechanism").
Accordingly, the number of ordinary shares reserved under the 2000 Share
Option Plan was increased by 400,000 ordinary shares effective January 1, 2004.
In addition, in September 2003, the Company's board of directors adopted a
resolution to increase the number of ordinary shares made available under the
2000 Employee Share Purchase Plan by 250,000 ordinary shares. On April 29, 2004,
the Registrant filed with the Commission a Registration Statement on Form S-8
(File No. 333-115003) to register an additional 650,000 ordinary shares of the
Registrant that may be issued pursuant to the 2000 Share Option Plan, as
amended, and the 2000 Employee Share Purchase Plan.
In accordance with the Evergreen Mechanism, the number of ordinary shares
reserved under the 2000 Share Option Plan was increased by 450,000 ordinary
shares effective January 1, 2006. On June 29, 2006, the Registrant filed with
the Commission a Registration Statement on Form S-8 (File No. 333-30827) to
register an additional 450,000 ordinary shares of the Registrant that may be
issued pursuant to the 2000 Share Option Plan, as amended. On March 15, 2007,
the Registrant filed with the Commission a Registration Statement on Form S-8
(File No. 333-141307) to register an additional 1,250,000 ordinary shares of the
Registrant that may be issued pursuant to the 2000 Share Option Plan, as
amended. On March 20, 2008, the Registrant filed with the Commission a
Registration Statement on Form S-8 (File No. 333-149825) to register an
additional 1,250,000 ordinary shares of the Registrant that may be issued
pursuant to the 2000 Share Option Plan, as amended. On April 28, 2009, the
Registrant filed with the Commission a Registration Statement on Form S-8 (File
No. 333-158839) to register an additional 900,000 ordinary shares of the
Registrant that may be issued pursuant to the 2000 Share Option Plan, as
amended. On April 13, 2010, the Registrant filed with the Commission a
Registration Statement on Form S-8 (File No. 333-166028) to register an
additional 800,000 ordinary shares of the Registrant that may be issued pursuant
to the 2000 Share Option Plan, as amended.
In accordance with the Evergreen Mechanism, effective as of January 1,
2011, the Company's board of directors, in accordance with option (iii) of the
Evergreen Mechanism described above, determined that the annual increase in the
number of shares reserved under the 2000 Share Option Plan, as amended, shall be
800,000 ordinary shares.
The Registrant is filing this Registration Statement on Form S-8 to
register an additional 800,000 ordinary shares of the Company, which may be
issued upon the exercise of options which have been granted or may hereafter be
granted under the 2000 Share Option Plan.
Pursuant to General Instruction E to Form S-8, the contents of the
Registration Statements previously filed with the Commission relating to the
2000 Share Option Plan referred to above are incorporated by reference, except
as revised herein.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
All information required by Part I to be contained in the prospectus is omitted
from this Registration Statement in accordance with Rule 428 and the
introductory note to Part I of Form S-8, in each case under the Securities Act
of 1933.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
There are hereby incorporated by reference in this Registration Statement
the following documents and information heretofore filed with the Commission:
(a) Annual Report on Form 20-F for the fiscal year ended December 31,
2010 filed with the Commission on March 30, 2011;
(b) The first and fifth paragraphs of the press release attached to the
Registrant's Report on Form 6-K submitted to the Commission on March 30, 2011;
and
(c) The description of the Registrant's ordinary shares contained in
the Registration Statement on Form 8-A filed with the Commission on June 19,
2000, including any amendment or report filed which updates such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities and Exchange Act of 1934 after the
date of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing such documents.
Item 8. Exhibits.
EXHIBIT
NUMBER DESCRIPTION
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4.1(1) 2000 Share Option Plan, as amended and restated
4.2(2) Memorandum of Association
4.3(3) Articles of Association of ClickSoftware Technologies Ltd., amended
and restated as of July 15, 2010
5.1 Opinion of Amit, Pollak, Matalon & Co.
23.1 Consent of Brightman Almagor Zohar & Co., Independent Auditor
23.2 Consent of Amit, Pollak, Matalon & Co. (contained in Exhibit 5.1)
24.1 Power of Attorney (included in signature page to this Registration
Statement)
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(1) Incorporated by reference to the Registrant's Proxy Statement for its 2010
Annual Shareholders Meeting filed with the SEC on Form 6-K on June 2,
2010.
(2) Incorporated by reference to Exhibit 1.1 to the Registrant's Annual Report
on Form 20-F filed with the SEC on March 30, 2011.
(3) Incorporated by reference to Exhibit 1.2 to the Registrant's Annual Report
on Form 20-F filed with the SEC on March 30, 2011.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Petach Tikva, Israel, on March 31, 2011.
CLICKSOFTWARE TECHNOLOGIES LTD.
By: /s/ MOSHE BENBASSAT
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Moshe BenBassat
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Moshe BenBassat and Shmuel Arvatz,
jointly and severally, his attorneys-in-fact, each with full power of
substitution, for him in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated:
SIGNATURE TITLE DATE
Chairman of the Board of Directors March 31, 2011
/s/ Moshe BenBassat & Chief Executive Officer
------------------------ (Principal Executive Officer)
Moshe BenBassat
/s/ Shmuel Arvatz Chief Financial Officer (Principal March 31, 2011
------------------------ Financial and Accounting Officer)
Shmuel Arvatz
/s/ Shai Beilis Director March 31, 2011
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Shai Beilis
/s/ Nira Dror Director March 31, 2011
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Nira Dror
/s/ Roni Einav Director March 31, 2011
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Roni Einav
/s/ Shlomo Nass Director March 31, 2011
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Shlomo Nass
/s/ Menahem Shalgi Director March 31, 2011
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Menahem Shalgi
/s/ Gil Weiser Director March 31, 2011
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Gil Weiser
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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4.1(1) 2000 Share Option Plan, as amended and restated
4.2(2) Memorandum of Association
4.3(3) Articles of Association of ClickSoftware Technologies Ltd., amended
and restated as of July 15, 2010
5.1 Opinion of Amit, Pollak, Matalon & Co.
23.1 Consent of Brightman Almagor Zohar & Co., Independent Auditor
23.2 Consent of Amit, Pollak, Matalon & Co. (contained in Exhibit 5.1)
24.1 Power of Attorney (included in signature page to this Registration
Statement)
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(1) Incorporated by reference to the Registrant's Proxy Statement for its 2010
Annual Shareholders Meeting filed with the SEC on Form 6-K on June 2,
2010.
(2) Incorporated by reference to the Registrant's Exhibit 1.1 to the
Registrant's Annual Report on Form 20-F filed with the SEC on March 30,
2011.
(3) Incorporated by reference to Exhibit 1.2 to the Registrant's Annual Report
on Form 20-F filed with the SEC on March 30, 2011.
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