Registration of Additional Securities (up to 20%, Foreign Issuer) (f-1mef)
February 28 2014 - 3:19PM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on February 27, 2014
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM F-1
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
ENZYMOTEC LTD.
(Exact Name of Registrant as Specified in its Charter)
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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:
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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.
¨
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.
x
333-193923
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.
¨
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.
¨
CALCULATION OF REGISTRATION FEE
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Title of each class of securities to be registered
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Amount to be registered
(1)
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Proposed maximum offering price
per share
(2)
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Proposed maximum aggregate offering price
(2)
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Amount of
registration fee
(3)
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Ordinary shares, par value NIS 0.01 per share
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803,685
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$28.00
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$22,503,200
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$2,898
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(1)
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Represents only the additional number of ordinary shares being registered and includes 104,828 additional ordinary
shares that the underwriters have the option to purchase. Does not include the ordinary shares that the registrant previously
registered on the registration statement on Form F-1 (File No. 333-193923).
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(2)
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Calculated in accordance with Rule 457(a) under the Securities Act of 1933, as amended. Based on the public offering price
per share.
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(3)
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The registrant previously paid filing fees of $14,492 in connection with previous filings of its registration
statement on Form F-1 (File No. 333-193923).
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This Registration Statement shall become
effective upon filing in accordance with Rule 462(b) under the Securities Act of 1933, as amended.
Explanatory
Note
This Registration Statement is being
filed pursuant to Rule 462(b) as promulgated under the Securities Act of 1933, as amended, and includes the registration
statement facing page, this page, the signature page, an exhibit index and the required opinion and consents solely to
register an additional 803,685 of the registrant’s ordinary shares, par value NIS 0.01 per share. The contents of the
Registration Statement on Form F-1 (File No. 333-193923), including the exhibits and power of attorney thereto, which was
declared effective by the Securities and Exchange Commission on February 27, 2014, are incorporated by reference in this
Registration Statement.
CERTIFICATION
The registrant hereby certifies to the Securities and Exchange
Commission that (1) it has instructed its bank to pay the filing fee set forth on the cover page of this Registration Statement
by a wire transfer of such amount to the Commission’s account at Mellon Bank as soon as practicable (but no later than the
close of business as of February 28, 2014), (2) it will not revoke such instructions, (3) it has sufficient funds in the relevant
account to cover the amount of such filing fee and (4) it will confirm receipt of such instructions by its bank during regular
business hours no later than February 28, 2014.
EXHIBIT
INDEX
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Exhibit no.
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Description of exhibit
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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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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 (incorporated by reference from the signature pages of the Registrant’s Registration Statement on Form F-1 (File No. 333-193923) filed by the Registrant on February 13, 2014)
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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 27th 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:
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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 27, 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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February 27, 2014
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*
__________________
Steve Dubin
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Chairman of the Board
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February 27, 2014
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*
__________________
Yoav Doppelt
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Vice Chairman of the Board
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February 27, 2014
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*
__________________
Jacob (Yaacov) Bachar
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Director
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February 27, 2014
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*
_____________________
Nir Belzer
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Director
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February 27, 2014
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*
_____________________
Dov Pekelman
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Director
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February 27, 2014
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*
_____________________
Yossi Peled
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Director
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February 27, 2014
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*
_____________________
Imanuel Wasserman
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Director
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February 27, 2014
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*
_____________________
Michal Silverberg
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Director
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February 27, 2014
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*
_____________________
Joseph Tenne
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Director
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February 27, 2014
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*By:
/s/ Ariel Katz
Ariel Katz
Attorney-in-Fact
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 27th 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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