As filed with the Securities and Exchange Commission on May 3, 2018
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Registration No. 333-____
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Israel
(State or Other Jurisdiction of Incorporation or Organization)
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None
(I.R.S. Employer Identification Number)
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Howard E. Berkenblit, Esq.
Zysman, Aharoni, Gayer and Sullivan & Worcester LLP
One Post Office Square
Boston, MA 02109
Telephone: 617-338-2979
Facsimile: 617-338-2880
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Ido Zemach, Adv.
Goldfarb Seligman & Co.
98 Yigal Alon Street
Tel-Aviv 6789141, Israel
Telephone: +972-3-608-9999
Facsimile: +972-3-608-9855
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Large accelerated filer ☐
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Accelerated filer ☒
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Non-accelerated filer ☐ |
Smaller reporting company ☐
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(Do not check if a smaller reporting company) | Emerging growth company ☐ |
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
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Proposed Maximum Aggregate Offering Price
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Amount of Registration Fee (4)
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Ordinary Shares, par value NIS 0.40 per share
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3,000
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$
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7.09
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(2)
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$
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21,270.00
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(2)
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$
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2.65
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Ordinary Shares, par value NIS 0.40 per share
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113,423
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$
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7.27
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(2)
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$
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824,585.21
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(2)
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$
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102.66
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Ordinary Shares, par value NIS 0.40 per share
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1,481,788
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$
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8.83
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(3)
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$
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13,084,188.04
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(3)
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$
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1,628.98
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Total
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1,598,211
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N/A
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$
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13,930,043.25
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$
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1,734.29
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(1) |
Plus such number of ordinary shares of the Registrant, as may be issued to prevent dilution resulting from stock dividends, stock splits or similar transactions in accordance with Rule 416 under the Securities Act of 1933, as amended (the "Securities Act").
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(2) |
The proposed maximum offering price per share and the proposed maximum aggregate offering price are based on the exercise price provided for in the relevant stock options, in accordance with Rules 457(c) and 457(h) under the Securities Act.
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(3) |
The proposed maximum offering price per share and the proposed maximum aggregate offering price have been estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rules 457(c) and 457(h) under the Securities Act on the basis of the average of the high and low prices of the ordinary shares on the Nasdaq Capital Market on April 30, 2018, a date within five (5) business days prior to the date of this Registration Statement.
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(4) |
Calculated pursuant to Section 6(b) of the Securities Act as follows: proposed maximum aggregate offering price multiplied by 0.0001245.
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(a) |
the Registrant's Annual Report on Form 20-F for the fiscal year ended December 31, 2017, filed with the Commission on March 8, 2018;
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(b) |
all other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since the end of the fiscal year covered by the documents referred to in clause (a) above;
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(c) |
the unaudited GAAP financial statements as of and for the three-month period ended March 31, 2018 that are attached to the Registrant's Report of Foreign Private Issuer on Form 6-K furnished to the Commission on May 3, 2018;
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(d) |
the description of our ordinary shares contained in our Registration Statement on Form 8-A (File No. 001-20892) filed with the Commission on July 25, 2012 and any amendment or report filed for the purpose of updating that description; and
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(e) |
the description of our bonus rights to purchase ordinary shares contained in our Registration Statement on Form 8-A (File No. 001-20892) filed with the Commission on June 8, 2016, as amended by Form 8-A/A (File No. 001-20892) filed with the Commission on June 20, 2017 and any amendment or report filed for the purpose of updating that description.
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EXHIBIT NO. | DESCRIPTION | |
3.1
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Memorandum of Association of the Registrant, as amended and restated ¶(1)
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3.2
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Amended and Restated Articles of Association of the Registrant (2), as amended (3)
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3.3
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Bonus Rights Agreement, dated as of June 7, 2016, between the Registrant and American Stock Transfer & Trust Company, LLC (4), as amended on June 19, 2017 (5)
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4.1
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2012 Stock Incentive Plan (6)
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4.2
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Specimen of Ordinary Share Certificate (7)
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5.1
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Opinion of Goldfarb Seligman & Co.*
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23.1
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Consent of Goldfarb Seligman & Co. (contained in Exhibit 5.1).
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23.2
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Consent of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global.*
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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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(1) |
Filed as Exhibit 3.1 to the Registrant’s Registration Statement on Form F-3, filed with the Commission on September 27, 2012, and incorporated herein by reference.
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(2) |
Filed as Exhibit 3.2 to the Registrant's Registration Statement on Form F-3, filed with the Commission on September 27, 2012, and incorporated herein by reference.
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(3) |
Filed as Appendix B to the Registrant’s Proxy Statement filed on Report of Foreign Private Issuer on Form 6-K submitted to the Commission on November 28, 2017, and incorporated herein by reference.
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(4) |
Filed as Exhibit 99.2 to the Registrant's Report of Foreign Private Issuer on Form 6-K submitted to the Commission on June 8, 2016, and incorporated herein by reference.
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(5) |
Filed as Exhibit 99.1 to the Registrant's Report of Foreign Private Issuer on Form 6-K submitted to the Commission on June 20, 2017, and incorporated herein by reference.
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(6) |
Filed as Annex A to the Registrant’s Proxy Statement filed on the Registrant's Report of Foreign Private Issuer on Form 6-K submitted to the Commission on November 20, 2012, and incorporated herein by reference.
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(7) |
Filed as Exhibit 4.1 to the Registrant’s Registration Statement on Form F-3, filed with the Commission on September 27, 2012, and incorporated herein by reference.
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ATTUNITY LTD.
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By:
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/s/ Dror Harel-Elkayam | |
Name: | Dror Harel-Elkayam | ||
Title: | Chief Financial Officer and Secretary |
Signature
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Title
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Date
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/s/ Shimon Alon
Shimon Alon |
Chairman of the Board and Chief Executive Officer
(Principal Executive Officer)
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May 3, 2018
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/s/ Dror Harel-Elkayam
Dror Harel-Elkayam |
Chief Financial Officer and Secretary
(Principal Financial and Accounting Officer) |
May 3, 2018
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/s/ Dov Biran
Dov Biran
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Director
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May 3, 2018
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/s/ Dan Falk
Dan Falk
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Director
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May 3, 2018
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/s/ Tali Alush-Aben
Tali Alush-Aben |
Director
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May 3, 2018
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/s/ Gil Weiser
Gil Weiser |
Director
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May 3, 2018
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Attunity Inc.
By: /s/ Dror Harel-Elkayam
Name: Dror Harel-Elkayam
Title: Chief Financial Officer and Secretary
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Authorized Representative in the United States
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May 3, 2018
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EXHIBIT NO. | DESCRIPTION | |
(1) |
Filed as Exhibit 3.1 to the Registrant’s Registration Statement on Form F-3, filed with the Commission on September 27, 2012, and incorporated herein by reference.
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(2) |
Filed as Exhibit 3.2 to the Registrant's Registration Statement on Form F-3, filed with the Commission on September 27, 2012, and incorporated herein by reference.
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(3) |
Filed as Appendix B to the Registrant’s Proxy Statement filed on Report of Foreign Private Issuer on Form 6-K submitted to the Commission on November 28, 2017, and incorporated herein by reference.
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(4) |
Filed as Exhibit 99.2 to the Registrant's Report of Foreign Private Issuer on Form 6-K submitted to the Commission on June 8, 2016, and incorporated herein by reference.
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(5) |
Filed as Exhibit 99.1 to the Registrant's Report of Foreign Private Issuer on Form 6-K submitted to the Commission on June 20, 2017, and incorporated herein by reference.
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(6) |
Filed as Annex A to the Registrant’s Proxy Statement filed on the Registrant's Report of Foreign Private Issuer on Form 6-K submitted to the Commission on November 20, 2012, and incorporated herein by reference.
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(7) |
Filed as Exhibit 4.1 to the Registrant’s Registration Statement on Form F-3, filed with the Commission on September 27, 2012, and incorporated herein by reference.
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