|
Israel
|
Not
Applicable
|
|
|
(State
or other jurisdiction of
incorporation or organization) |
(I.R.S.
Employer Identification No.)
|
|
22
Hanagar Street, Neve Ne’eman Industrial
Zone B, Hod-Hasharon 45240, Israel |
Not
Applicable
|
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
|
2006
Incentive Compensation Plan
|
|
(Full
title of the Plan)
|
|
Colin
J. Diamond, Esq.
White
& Case LLP
1155
Avenue of the Americas
New
York, New York
Tel:
(212) 819-8200
Fax:
(212) 354-8113
|
Doron
Faibish, Adv.
General
Counsel & Corporate Secretary
Allot
Communications Ltd.
22
Hanagar Street
Hod-Hasharon
45240
Israel
Tel:
+972 (9) 762-8419
Fax:
+972 (9) 744-3626
|
|
Title
of Securities Being Registered
|
Amount
to
be Registered
(1) |
Proposed Maximum
Offering Price
Per
Share (2)
|
Proposed Maximum
Aggregate Offering
Price
(2)
|
Amount
of
Registration Fee
|
|||||||||
|
Ordinary
shares, par value NIS0.10 per share
|
770,289
|
$
|
2.985
|
|
$
|
2,299,313
|
$
|
91
|
|||||
| (1) |
This
Registration Statement covers the aggregate number of ordinary shares
which may be sold upon the exercise of options which may be granted
under
the 2006 Incentive Compensation Plan. Pursuant to Rule 416, this
Registration Statement shall also be deemed to cover an indeterminate
number of additional ordinary shares in the event the number of
outstanding shares of Allot Communications Ltd. is increased by stock
split, stock divided and/or similar
transactions.
|
| (2) |
Pursuant
to Rule 457(c) and (h)(1), the proposed maximum offering price per
share
and the proposed maximum aggregate offering price have been calculated
on
the basis of the average of the high and low prices ($3.14 and $2.83)
of
the Registrant’s ordinary shares as quoted on The Nasdaq Global Market on
February 13, 2008.
|
|
(a)
|
the
Registrant’s annual report on Form 20-F for the fiscal year ended December
31, 2006 (File No. 001-33129), filed with the SEC on June 28, 2007;
and
|
|
(b)
|
the
description of the Registrant’s ordinary shares contained in Item 1 of the
Registration Statement on Form 8-A (File No. 001-33129) filed with
the SEC
on November 3, 2006.
|
|
ALLOT
COMMUNICATIONS LTD.
|
||
|
By:
|
/s/ Doron Arazi | |
|
Name:
Doron Arazi
|
||
|
Title:
Chief Financial Officer
|
||
|
Signature
|
Title
of Capacities
|
Date
|
|||
|
/s/
Rami Hadar
Rami
Hadar
|
Director,
Chief Executive Officer and President (Principal Executive
Officer)
|
February
12, 2008
|
|||
|
/s/
Doron Arazi
Doron
Arazi
|
Chief
Financial Officer (Principal Financial Officer)
|
February
12, 2008
|
|||
|
/s/
Yigal Jacoby
Yigal
Jacoby
|
Chairman
of the Board of Directors
|
February
12, 2008
|
|||
|
/s/
Yossi Sela
Yossi Sela |
Director
|
February
12, 2008
|
|||
|
/s/
Nurit Benjamini
Nurit Benjamini |
Director
|
February
12, 2008
|
|||
|
/s/
Shai Saul
Shai Saul |
Director
|
February
12, 2008
|
|||
|
/s/
Steven D. Levy
Steven D. Levy |
Director
|
February
12, 2008
|
|||
|
Director
|
|||||
|
Dr. Eyal Kishon |
|
||||
|
ALLOT
COMMUNICATIONS, INC.
|
United
States Representative
|
February
12, 2008
|
|||
| By: | /s/ Rami Hadar | ||||
| Name: Rami Hadar | |||||
|
Title:
Director, Allot Communications, Inc.
|
|||||
|
Number
|
Description
|
|
|
5.1
|
Opinion
of Ori Rosen & Co., Israeli counsel to the Registrant, as to the
validity of the ordinary shares (including consent).
|
|
|
23.1
|
Consent
of Kost Forer Gabbay & Kasierer, a member of Ernst & Young
Global.
|
|
|
23.2
|
Consent
of Ori Rosen & Co., Israeli counsel to the Registrant (included in
Exhibit 5.1)
|
|
|
24.1
|
Power
of Attorney (included in the signature page to this Registration
Statement).
|
|
|
99.1
|
2006
Incentive Compensation Plan. (1)
|
| (1) |
Previously
filed with the Securities and Exchange Commission on October 31,
2006,
pursuant to Exhibit 10.15 of the Registration Statement on Form F-1
of
Allot Communications Ltd. (File No. 333-138313) and incorporated
by
reference herein.
|