CKSW (MM)

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 4,724,584 ordinary shares of the Registrant that may be issued pursuant to the Registrant's 1996 Option Plan, 1997 Option Plan,1998 Option Plan, 1999 Option Plans, 2000 U.S. Option Plan, 2000 Israeli Plan and 2000 Share Option Plan as well as 800,000 ordinary shares which may be issued under the Registrant’s 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. The Registrant’s Employee Share Purchase Plan expired in 2010. 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. 333-135435 ) 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. On March 31, 2011, the Registrant filed with the Commission a Registration Statement on Form S-8 (File No. 333-173200) to register an additional 800,000 ordinary shares of the Registrant that may be issued pursuant to the 2000 Share Option Plan, as amended. On March 29, 2012, the Registrant filed with the Commission a Registration Statement on Form S-8 (File No. 333-180433) to register an additional 800,000 ordinary shares of the Registrant that may be issued pursuant to the 2000 Share Option Plan, as amended.

Effective as of January 1, 2013, 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 an additional 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.