zk1007994.htm
As filed with the Securities and Exchange Commission on March 2, 2010
 
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________
 
FORM S-8
 
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_________________________________
 
Allot Communications Ltd.
(Exact Name of Registrant as specified in its charter)
 
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)
______________________
 
Allot Communications, Inc.
300 TradeCenter, Suite 4680
Woburn, MA 01801-7422
(781) 939-9300
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
 
Copies of communications to:
 
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
 
CALCULATION OF REGISTRATION FEE
 
 
 
 
Title of Securities Being Registered
 
Amount to
be Registered (1)
Proposed Maximum
Offering Price
Per Share
Proposed Maximum
Aggregate Offering
Price
Amount of
Registration Fee
Ordinary shares, par value NIS0.10 per share
494,298
$4.05(2)
$2,001,907
$143
 
(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 ($4.11 and $4.00) of the Registrant’s ordinary shares as quoted on The NASDAQ Global Market on March 1, 2010.
 
 
EXPLANATORY NOTE
 
The purpose of this Registration Statement on Form S-8 (this “Registration Statement”) is for Allot Communications Ltd. (the “Registrant”) to register an additional 494,298 Ordinary Shares for issuance under the 2006 Compensation Incentive Plan.

In accordance with General Instruction E of Form S-8, the contents of the Registrant’s Registration Statement on Form S-8 (File No. 333-140701), filed with the Securities and Exchange Commission (the “SEC”) on February 14, 2007, are incorporated herein by reference and the information required by Part II is omitted, except as supplemented by the information set forth below.
 
Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.                                Incorporation of Documents by Reference

The Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed with the SEC:

 
(a)
the Registrant’s annual report on Form 20-F for the fiscal year ended December 31, 2008 (File No. 001-33129), filed with the SEC on May 7, 2009; 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.

Item 8.                                Exhibits

The exhibits listed on the exhibit index at the end of this Registration Statement are included in this Registration Statement.
 
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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 Hod Hasharon, Israel on March 2, 2010.
 
  ALLOT COMMUNICATIONS LTD.  
       
 
By:
/s/ Rami Hadar  
    Name: Rami Hadar  
    Title: Chief Executive Officer and President  

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POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officers and directors of Allot Communications Ltd., a company organized under the laws of the State of Israel, do hereby constitute and appoint Rami Hadar and Doron Arazi, and each of them severally, the lawful attorney-in-fact and agent with full power and authority to do any and all acts and things and to execute any and all instruments which said attorney and agent, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, and any rules or regulations or requirements of the SEC in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms that all said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature
Title of Capacities
Date
     
/s/ Rami Hadar 
Rami Hadar
Director, Chief Executive Officer and President (Principal Executive Officer)
March 2, 2010
     
/s/ Doron Arazi 
 Doron Arazi
Chief Financial Officer (Principal Financial Officer)
March 2, 2010
     
/s/ Shraga Katz 
Shraga Katz
Chairman of the Board of Directors
March 2, 2010
     
/s/ Yigal Jacoby 
Yigal Jacoby
Director
 
March 2, 2010
     
/s/ Nurit Benjamini
Nurit Benjamini                            
Director
March 2, 2010
     
/s/ Shai Saul
Shai Saul
Director
March 2, 2010
     
/s/ Steven D. Levy
Steven D. Levy
Director
 
March 2, 2010
     
/s/ Dr. Eyal Kishon
 Dr. Eyal Kishon
 
Director
 
March 2, 2010
ALLOT COMMUNICATIONS, INC.
 
By: /s/ Rami Hadar
Name: Rami Hadar
Title: Director, Allot Communications, Inc.
United States Representative
March 2, 2010

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EXHIBITS
 
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
Powers of Attorney (included in the signature page to this Registration Statement).
   
99.1
2006 Incentive Compensation Plan (1).
__________________________
(1)
Previously filled with the Securities and Exchange Commission on May 7, 2009 as Exhibit 4.10 to the Company’s Form 20-F for the year ended December 31, 2008 and incorporated by reference herein.
 
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