Registration No. 333-139512

As filed with the Securities and Exchange Commission on March 18, 2019


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


POST-EFFECTIVE AMENDMENT NO. 2
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
(I.R.S. Employer
incorporation or organization)
Identification No.)
   
Advanced Technology Center
  
P.O. Box 539
  
Haifa 31053 Israel
31053
(Address of Principal Executive Offices)
(Zip Code)
________________

2007 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
875 Third Avenue
New York, New York 10022
(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 ☑
 
Accelerated filer ☐
 
Non-accelerated filer ☐
 
Smaller reporting company ☐
 
 
 
 
(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. 333-139512) (the "Registration Statement") by filing this Post-Effective Amendment No. 2 to terminate the effectiveness of the Registration Statement and to deregister all unsold securities reserved for issuance and registered for sale under the 2007 Stock Option Plan (the "Plan").  All stock options and other awards granted under the Plan or governed thereby have been exercised or have expired unexercised and no further options or other awards will be granted thereunder.











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 18th day of March 2019.
 
ELBIT SYSTEMS LTD.
 
 
 
By: 
 /s/ Bezhalel Machlis  
 
Name:
Bezhalel Machlis  
 
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
March 18, 2019
 
 
/s/ Bezhalel Machlis
      
Bezhalel Machlis
  
President, Chief Executive Officer (Principal Executive Officer)
 
March 18, 2019
 
 
/s/ Joseph Gaspar
      
Joseph Gaspar
  
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
March 18, 2019
 
 
/s/ Rina Baum
      
Rina Baum
  
Director
March 18, 2019
 
 
/s/ Yoram Ben-Zeev
      
Yoram Ben-Zeev
  
Director
March 18, 2019
 
 
/s/ David Federmann
      
David Federmann
  
Director
March 18, 2019
 
 
/s/ Yehoshua Gleitman 
      
Yehoshua Gleitman 
  
Director
March 18, 2019
 
 
/s/ Dov Ninveh
      
Dov Ninveh
  
Director
March 18, 2019
 
 
/s/ Ehood Nisan
      
Ehood Nisan
  
Director
March 18, 2019
 
 
/s/ Dalia Rabin
      
Dalia Rabin
  
Director
March 18, 2019
 
 
/s/ Yuli Tamir
      
Yuli Tamir
  
Director
March 18, 2019
 
 
/s/ Raanan Horowitz
      
Raanan Horowitz
  
President, Elbit Systems of America, LLC, Authorized Representative in the United States
March 18, 2019