s8pos05142012.htm

Registration No. 333-13784

As filed with the Securities and Exchange Commission on May 15, 2012


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
__________________

ELBIT SYSTEMS LTD.
(Exact name of registrant as specified in its charter)
 
 

Israel
N/A
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
   
   
Advanced Technology Center
 
P.O. Box 539
 
Haifa 31053 Israel
31053
(Address of Principal Executive Offices)
(Zip Code)
________________

POST MERGER KEY EMPLOYEE STOCK OPTION PLAN
(Full title of the plan)
________________

Elbit Systems of America, LLC
4700 Marine Creek Parkway
Fort Worth, Texas 76179
(Name and address of agent for service)
________________

(817) 234-6600
(Telephone number, including area code, of agent for service)
________________


Copies to:

Timothy I. Kahler, Esq.
Troutman Sanders LLP
405 Lexington Avenue
New York, New York 10174
(212) 704-6000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
             
Large accelerated filer þ
 
Accelerated filer o
 
Non-accelerated filer o
 
Smaller reporting company o
       
(Do not check if a smaller reporting company)
   




 
 

 



EXPLANATORY NOTE

Elbit Systems Ltd. (the “Registrant”) hereby amends its registration statement on Form S-8 (Registration No. 333-13784) (the “Registration Statement”) by filing this Post-Effective Amendment No. 1 to terminate the effectiveness of the Registration Statement and to deregister all unsold securities reserved for issuance and registered for sale under the Post Merger Key Employee Stock Option Plan (the “Plan”).  The Plan has expired by its terms and all stock options and other awards granted thereunder or governed thereby have been exercised or have expired unexercised.












 
 

 

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 Haifa, Israel on this 14th day of May 2012.
 
 
ELBIT SYSTEMS LTD.
   
 
By:  
/s/ Joseph Ackerman
 
 
Name: Joseph Ackerman
 
Title:   President and Chief Executive Officer
   

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
Date
     
 /s/ Michael Federmann      
Michael Federmann
Chairman of the Board of Directors
May 14, 2012
     
 /s/ Joseph Ackerman      
Joseph Ackerman
President, Chief Executive Officer (Principal Executive Officer)
May 14, 2012
     
 /s/ Joseph Gaspar  
Chief Financial Officer
 
Joseph Gaspar
(Principal Financial Officer and Principal Accounting Officer)
May 14, 2012
     
 /s/ Moshe Arad      
Moshe Arad
Director
May 14, 2012
     
 /s/ Avraham Asheri      
Avraham Asheri
Director
May 14, 2012
     
 /s/ Rina Baum      
Rina Baum
Director
May 14, 2012
     
 /s/ David Federmann      
David Federmann
Director
May 14, 2012
     
 /s/ Yehoshua Gleitman      
Yehoshua Gleitman
Director
May 14, 2012
     
 /s/ Yigal Ne’eman      
Yigal Ne’eman
Director
May 14, 2012
     
 /s/ Dov Ninveh      
Dov Ninveh
Director
May 14, 2012
     
 /s/ Dalia Rabin      
Dalia Rabin
Director
May 14, 2012
     
 /s/ Raanan Horowitz   President, Elbit Systems of America, LLC,  
Raanan Horowitz Authorized Representative in the United States May 14, 2012