- Securities Registration: Employee Benefit Plan (S-8)
November 02 2010 - 5:03AM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on November 1,
2010
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES
ACT OF 1933
Voltaire
Ltd.
(Exact
name of registrant as specified in charter)
|
State
of Israel
(State
or other jurisdiction of
incorporation
or organization)
|
Not
Applicable
(I.R.S.
Employer
Identification
No.)
|
|
|
|
|
13
Zarchin Street
Ra’anan,
Israel
(Address
of principal executive offices)
|
43662
(Zip
Code)
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Voltaire
Ltd. 2007 Incentive Compensation Plan
(Full
Title of the Plan)
Voltaire,
Inc.
100
Apollo Drive
Chelmsford,
Massachusetts 01824
(978)
439-5400
(Name,
Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent
for Service)
Copies of
communications to:
|
Alon
Hilu, Adv.
13
Zarchin Street
Ra’anana
43662
Israel
Tel:
+972-74-7129000
Fax:
+972-74-7129111
|
Colin
J. Diamond, Esq.
White &
Case LLP
1155
Avenue of the Americas
New
York, New York
Tel:
(212) 819-8200
Fax:
(212) 354-8113
|
CALCULATION
OF REGISTRATION FEE
|
Title
of
securities
to
be
registered
|
|
Amount
to
be
registered
(1)(2)
|
|
|
Proposed
maximum
offering
price
per
share
1
|
|
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Proposed
maximum
aggregate
offering
price
|
|
|
Amount
of
registration
fee
|
|
|
Ordinary
Shares, par value NIS 0.01 per share
|
|
|
842,424
|
|
|
$
|
6.83
|
(3)
|
|
$
|
5,752,755
|
|
|
$
|
410
|
|
|
(1)
|
This
Registration Statement shall also cover any additional Ordinary Shares
which become issuable under the above-referenced incentive plan by reason
of any stock dividend, stock split, recapitalization or other similar
transaction effected without receipt of consideration which results in an
increase in the number of outstanding Ordinary
Shares.
|
|
(2)
|
Represents
the registration of Ordinary Shares of the Registrant issuable or issued
under the Registrant’s above-referenced share incentive
plan.
|
|
(3)
|
Calculated
solely for the purpose of determining the registration fee pursuant to
Rule 457(c) and (h) on the basis of the average of the high and low prices
($6.95 and $6.71) of the Registrant’s Ordinary Shares as quoted on the
Nasdaq Global Market on October 29,
2010.
|
EXPLANATORY
NOTE
This
Registration Statement on Form S-8 registers an additional 842,424 Ordinary
Shares of the Registrant issuable under the Registrant's 2007 Incentive
Compensation Plan, as amended. In accordance with General Instruction E of Form
S-8, the contents of the Registrant's Registration Statement on Form S-8 (File
No. 333-145224) filed with the Securities and Exchange Commission on August 8,
2007, are incorporated herein by reference.
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
Ra’anana, State of Israel, on November 1, 2010.
|
|
VOLTAIRE
LTD.
|
|
|
|
|
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|
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By:
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/s/ Ronnie Kenneth
|
|
|
|
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Name:
|
Miron
(Ronnie) Kenneth
|
|
|
|
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Title:
|
Chief
Executive Officer
|
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POWER
OF ATTORNEY
KNOW ALL
MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Miron (Ronnie) Kenneth and Joshua Siegel, and each of
them severally, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective 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 attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or either of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done virtue hereof.
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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Name
|
|
Title
|
|
Date
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|
|
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|
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Chief
Executive Officer
|
|
|
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By:
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/s/ Ronnie Kenneth
|
|
and
Chairman (Principal
|
|
November
1, 2010
|
|
|
Miron
(Ronnie) Kenneth
|
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Executive
Officer)
|
|
|
|
|
|
|
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|
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|
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Chief
Financial Officer
|
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By:
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/s/ Joshua Siegel
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(Principal
Financial and
|
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November
1, 2010
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Joshua
Siegel
|
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Accounting
Officer)
|
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|
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By:
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/s/ Eric Benhamou
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Director
|
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November
1, 2010
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Eric
Benhamou
|
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By:
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/s/ Thomas Gill
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Director
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November
1, 2010
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Thomas
J. Gill
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Name
|
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Title
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Date
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By:
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/s/ Shuki Gleitman
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Director
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November
1, 2010
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Dr.
Yehoshua (Shuki) Gleitman
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By:
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/s/ John Baker
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Director
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November
1, 2010
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John
C. Baker
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By:
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/s/ Chemi Peres
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Director
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November
1, 2010
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Nechemia
(Chemi) J. Peres
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By:
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/s/ Yoram Oron
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Director
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November
1, 2010
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Yoram
Oron
|
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By:
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/s/ Yaffi Krindel
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Director
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November
1, 2010
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Yaffa
Krindel
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By:
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Director
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November
1, 2010
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Rafi
Maor
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VOLTAIRE
INC.
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United
States
|
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November
1, 2010
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Representative
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By:
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/s/ Ronnie Kenneth
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Name: Miron
(Ronnie) Kenneth
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Title: Sole
Director, Voltaire, Inc.
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EXHIBITS
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Exhibit No.
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Description
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5.1
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Opinion
of Alon Hilu, Adv., General Counsel of 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.
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23.2
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Consent
of Alon Hilu, General Counsel of the Registrant (included in Exhibit
5.1).
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24.1
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Powers
of Attorney (included in the signature page to this Registration
Statement).
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99.1
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2007
Incentive Compensation Plan (incorporated by reference to Exhibit 10.18 of
the Registration Statement on Form F-1 of the Registrant (File No.
333-144439)).
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