Securities Registration (foreign Private Issuer) (f-1/a)
February 18 2014 - 8:29AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on February 18, 2014
Registration No. 333-193923
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 1
to
FORM F-1
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
ENZYMOTEC LTD.
(Exact Name of Registrant as Specified in its Charter)
State of Israel
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2833
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Not Applicable
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(State or Other Jurisdiction of
Incorporation or Organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification No.)
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Enzymotec Ltd.
Sagi 2000 Industrial Area
P.O. Box 6
Migdal Ha’Emeq 2310001, Israel
+972-74-717-7177
(
Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Enzymotec USA, Inc.
55 Madison Avenue, Suite 400
Morristown, NJ 07960
Tel: (973) 912-9400
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies of all correspondence to:
Colin J. Diamond, Esq.
Joshua G. Kiernan, Esq.
White & Case LLP
1155 Avenue of the Americas
New York, NY 10036
Tel: (212) 819-8200
Fax: (212) 354-8113
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Dan Shamgar, Adv.
David S. Glatt, Adv.
Meitar Liquornik Geva
Leshem Tal
16 Abba Hillel Silver Rd.
Ramat Gan 5250608, Israel
Tel: +972-3-610-3100
Fax: +972-3-610-3111
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Phyllis G. Korff, Esq.
Yossi Vebman, Esq.
Skadden, Arps, Slate, Meagher
& Flom LLP
4 Times Square
New York, NY 10036
Tel: 212-735-3000
Fax: 212-735-2000
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Chaim Friedland, Adv.
Ari Fried, Adv.
Gornitzky & Co.
Zion House, 45 Rothschild Blvd.
Tel Aviv 6578403, Israel
Tel: +972-3-710-9191
Fax: +972-3-560-6555
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Approximate date of commencement of proposed sale to the public: As soon as practicable after effectiveness of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.
o
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
o
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
o
EXPLANATORY NOTE
This Amendment No. 1 to the Registration Statement on Form F-1 (File No. 333-193923) originally filed with the Securities and Exchange Commission on February 13, 2014 (“Form F-1”), is being filed solely for the purposes of furnishing Interactive Data File disclosure as Exhibit 101 in accordance with Rule 405 of Regulation S-T. This Exhibit 101 was not previously filed.
Item 8. Exhibits and financial statement schedules
Exhibit no.
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Description of exhibit
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1.1
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Form of Underwriting Agreement by and among Enzymotec Ltd., the selling shareholders and the underwriters named therein
*
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3.6
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Amended and Restated Articles of Association of the Registrant
(3)
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4.1
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Specimen share certificate
(1)
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5.1
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Opinion of Meitar Liquornik Geva Leshem Tal, Israeli counsel to the Registrant, as to the validity of the ordinary shares (including consent)
#
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10.1
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Agreement between the Israel Land Administration and Registrant, dated September 17, 2009 relating to Registrant’s facility at the Sagi 2000 Industrial Area, Migdal Ha’Emeq, Israel and Addendum thereto dated August 14, 2013
∞
(2)
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10.2
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Shareholders’ Agreement between AarhusKarlshamn AB (publ) and Enzymotec Ltd. regarding the joint venture company Advanced Lipids AB dated June 14, 2007
†
(1)
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10.3
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Amended and Restated Investors’ Rights Agreement, dated September 22, 2013, by and among the Registrant and the other parties thereto
(3)
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10.4
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Enzymotec Ltd. Employee Share Option Plan (1999)
(4)
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10.5
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Enzymotec Ltd. 2003 Israeli Share Option Plan, as amended as of April 17, 2013
(4)
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10.6
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2012 U.S. Addendum to 2003 Israeli Share Option Plan
(4)
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10.7
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Enzymotec Ltd. 2013 Omnibus Equity Incentive Plan
(2)
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10.8
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Form of indemnification agreement by and between Enzymotec Ltd. and each of its directors and executive officers
(4)
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10.9
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Memorandum of Understanding by and among Antarctic Sea Fisheries S.A. and Enzymotec Ltd. dated April 23, 2013
†
(4)
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10.10
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Amendment to Memorandum of Understanding by and among Antarctic Sea Fisheries S.A. and Enzymotec Ltd. dated June 14, 2013
(4)
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21.1
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List of subsidiaries of the Registrant
(2)
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23.1
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Consent of Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited, an independent registered public accounting firm
#
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23.2
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Consent of Meitar Liquornik Geva Leshem Tal (included in Exhibit 5.1)
#
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24.1
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Power of Attorney (included in signature pages of Registration Statement)#
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101.INS
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XBRL Document
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101.SCH
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XBRL Taxonomy Extension Schema Document
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF
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XBRL Taxonomy Definition Linkbase Document
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101.LAB
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XBRL Taxonomy Extension Label Linkbase Document
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document
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____________
*
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To be filed by amendment.
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#
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Previously filed as an exhibit to this Registration Statement.
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∞
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English summary of original Hebrew document.
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†
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Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a confidential treatment request.
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(1)
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Previously filed with the Securities and Exchange Commission on August 22, 2013 pursuant to a registration statement on Form F-1 (File No. 333-190781) and incorporated by reference herein.
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(2)
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Previously filed with the Securities and Exchange Commission on September 16, 2013 pursuant to a pre-effective amendment to a registration statement on Form F-1 (File No. 333-190781) and incorporated by reference herein.
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(3)
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Previously filed with the Securities and Exchange Commission on September 24, 2013 pursuant to a pre-effective amendment to a registration statement on Form F-1 (File No. 333-190781) and incorporated by reference herein.
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(4)
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Previously filed with the Securities and Exchange Commission on September 27, 2013 pursuant to a post-effective amendment to a registration statement on Form F-1 (File No. 333-190781) and incorporated by reference herein.
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(b)
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Financial Statement Schedules
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All financial statement schedules have been omitted because either they are not required, are not applicable or the information required therein is otherwise set forth in the Registrant’s consolidated financial statements and related notes thereto.
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 F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Migdal Ha’Emeq, Israel on this 18 day of February, 2014.
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ENZYMOTEC LTD.
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By:
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/s/
Ariel Katz
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Ariel Katz
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Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated:
Signature and Name
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Title
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Date
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/s/ Ariel Katz
__________________
Ariel Katz
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President and Chief Executive Officer (principal executive officer)
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February 18, 2014
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*
__________________
Oren Bryan
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Vice President and Chief Financial Officer (principal financial
officer and principal accounting officer)
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*
__________________
Steve Dubin
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Chairman of the Board
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*
__________________
Yoav Doppelt
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Vice Chairman of the Board
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*
__________________
Jacob (Yaacov) Bachar
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Director
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*
_____________________
Nir Belzer
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Director
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_____________________
Dov Pekelman
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Director
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_____________________
Yossi Peled
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Director
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*
_____________________
Imanuel Wasserman
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Director
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*
_____________________
Michal Silverberg
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Director
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*
_____________________
Joseph Tenne
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Director
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*By:
/
s/ Ariel Katz
Ariel Katz
Attorney-in-Fact
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Signature of authorized representative in the United States
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant’s duly authorized representative has signed this registration statement on Form F-1 on this 18 day of February, 2014.
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By:
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/s/ Yossi Ohana
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Name: Yossi Ohana
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Title: Director, Enzymotec USA, Inc.
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