As filed with the United States Securities and Exchange Commission on January 20, 2022
Registration No. 333- _____________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PERION NETWORK LTD.
(Exact name of registrant as specified in its charter)
| | | |
| State of Israel | | Not Applicable |
(State or Other Jurisdiction of Incorporation or Organization) | | (I.R.S. Employer Identification Number) |
26 HaRokmim Street
Holon 5885849, Israel
Tel: (+972) (73) 398-1000
(Address of Principal Executive Offices)(Zip Code)
Equity Incentive Plan
(Full Title of the Plans)
Intercept Interactive Inc. d/b/a Undertone
One World Trade Center, 77th Floor, Suite A, New York, NY
New York, NY 10007
Phone: (212) 685-8000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Dr. Shachar Hadar, Adv. Elad Ziv, Adv.
Meitar | Law Offices
16 Abba Hillel Road
Ramat Gan 5250608, Israel
Tel: +972 (3) 610-3100
Fax: +972 (3) 610-3111
|
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
| Large accelerated filer | | ☐ | | Accelerated filer | | ☒ |
| Non-accelerated filer | | ☐ | | Smaller reporting company | | ☐ |
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
| Title of Securities to be Registered | | Amount to be Registered (1) | | | Proposed Maximum Offering Price Per Share(2) | | | Proposed Maximum Aggregate Offering Price | | | Amount of Registration Fee | |
| Ordinary Shares, NIS 0.03 par value per share (“Ordinary Shares”) | | | | | | | | | | | | |
| Ordinary Shares reserved for issuance under the Equity Incentive Plan, as amended (the “Plan”) | | | 1,350,000 | | | $ | 19.88 | | | $ | 26,838,000 | | | $ | 2,488.00 | |
| (1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 (this “Registration Statement”) shall also cover any additional Ordinary Shares which become issuable under the Plan of Perion Network Ltd. (the “Company” or the “Registrant”), by reason of any share dividend, share split, recapitalization or other similar transaction effected without the receipt of consideration (or by anti-dilution provisions in respect thereof) which results in an increase in the number of the outstanding Ordinary Shares of the Company. |
| (2) | Estimated pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, solely for the purpose of computing the registration fee, based on the average of the high and low prices reported for an Ordinary Share on the Nasdaq Global Select Market on January 19, 2022. |
The Company initially filed a Registration Statement on Form S-8 with the Securities and Exchange Commission (the “Commission”) on May 10, 2006 (File No. 333-133968) (the “Original S-8”) to register under the Securities Act the offer and sale of 456,000 Ordinary Shares pursuant to the Plan. The Company then filed additional Registration Statements on Form S-8 (with the Commission file numbers indicated below) on the following dates to register the offer and sale of the following additional numbers of shares under the Plan (collectively with the Original S-8, the “Prior Registration Statements”):
Date | SEC File Number | Number of Shares |
| June 30, 2008 | 333-152010 | 333,333 |
| January 20, 2011 | 333-171781 | 333,333 |
| May 20, 2013 | 333-188714 | 333,333 |
| November 18, 2013 | 333-192376 | 666,667 |
| December 31, 2013 | 333-193145 | 1,378,682 |
| April 27, 2015 | 333-203641 | 666,667 |
| December 1, 2015 | 333-208278 | 1,666,667 |
| March 7, 2017 | 333-216494 | 1,666,667 |
| March 16, 2020 | 333-237196 | 1,300,000 |
| November 4, 2020 | 333-249846 | 1,350,000 |
On August 26, 2018, following the approval of a special general meeting of its shareholders held on August 2, 2018, the Company executed a 3-to-1 reverse share split of the Company’s ordinary shares, such that each three ordinary shares, par value NIS 0.01 per share, then outstanding were consolidated into one ordinary share, par value NIS 0.03. Accordingly, and unless otherwise indicated, all of the share numbers referenced above have been adjusted, on a retroactive basis, to reflect that 3-to-1 reverse share split.
This Registration Statement has been prepared and filed pursuant to General Instruction E to Form S-8 for the purpose of effecting the registration under the Securities Act of the offer and sale of an additional 1,350,000 Ordinary Shares pursuant to the Plan from time to time.
Pursuant to General Instruction E to Form S-8, the contents of the Prior Registration Statements related to the Plan are incorporated by reference herein and made a part of this Registration Statement, except as amended hereby.
ITEM 3. | INCORPORATION OF DOCUMENTS BY REFERENCE. |
The Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed by the Registrant with the Commission:
| (a) | The Registrant’s Annual Report on Form 20-F for the fiscal year ended December 31, 2020, filed with the Commission on March 25, 2021; |
| (b) | The Registrant’s reports of Foreign Private Issuer on Form 6-K furnished to the Commission on May 4, 2021 (relating solely to the GAAP financial statements tables for the quarter ended March 31, 2021 contained in the press release attached as Exhibit 99.1 thereto), August 31, 2021 (including Exhibit 99.1 and 99.2 thereto), October 26, 2021 – Report No. 3 (relating solely to the GAAP financial statements tables for the quarter ended September 30, 2021 contained in the press release attached as Exhibit 99.1 thereto) and October 26, 2021- Report No. 4 ; and |
| (c) | The description of the Registrant’s Ordinary Shares set forth in the Prospectus, dated January 30, 2006, contained in the Registrant’s registration statement on Form F-1/A (No. 333-129246), filed with the Commission on January 30, 2006, as updated by (ii) Exhibit 2.1 to the Registrant’s Annual Report on Form 20-F for the fiscal year ended December 31, 2019 filed with the Commission on March 16, 2020, and any amendment or report filed for the purpose of further updating that description. |
All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, and any Reports of Foreign Private Issuer on Form 6-K subsequently furnished by the Registrant to the Commission during such period (or portions thereof) that are identified in such forms as being incorporated into this Registration Statement, shall be deemed to be incorporated by reference into this Registration Statement and to be part hereof from the respective dates of filing or furnishing (as applicable) of such documents. Any statement contained in this Registration Statement or in a document incorporated by reference shall be deemed modified or superseded to the extent that a statement contained in any subsequently filed or furnished document which also is or is deemed to be incorporated by reference herein or therein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
The following exhibits to this Registration Statement on Form S-8 are filed together herewith or incorporated herein by reference.
| * | Filed herewith. |
| | |
| (1) | Previously filed with the SEC on April 29, 2013 as an exhibit to the Registrant’s annual report on Form 20-F, and incorporated herein by reference |
| | |
| (2) | Previously filed with the SEC on October 15, 2013 as an exhibit to the Registrant’s report of foreign private issuer on Form 6-K, and incorporated herein by reference |
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Holon, Israel, on this 20th day of January, 2022.
| Perion Network Ltd. | |
| | | |
| By: | /s/ Doron Gerstel | |
| Name: | Doron Gerstel | |
| Title: | Chief Executive Officer | |
We, the undersigned directors and/or officers of the Registrant, hereby severally constitute and appoint Doron Gerstel and Maoz Sigron, and each of them singly, our true and lawful attorneys, with full power to any of them, and to each of them singly, to sign for us and in our names in the capacities indicated below the registration statement on Form S-8 filed herewith, and any and all amendments to said registration statement, and any registration statement filed pursuant to Rule 462(b) under the Securities Act, and to file or cause to be filed the same, with all exhibits thereto and other documents in connection therewith, with the Commission, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as each of them might or could do in person, and hereby ratifying and confirming all that said attorneys, and each of them, or their substitute or substitutes, shall do or cause to be done by virtue of this Power of Attorney.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on January 20, 2022.
| Name | | Title |
| | | |
| /s/ Eyal Kaplan | | Chairman of the Board of Directors |
| Eyal Kaplan | | |
| | | |
| /s/ Doron Gerstel | | Chief Executive Officer |
| Doron Gerstel | | (Principal Executive Officer) |
| | | |
| /s/ Maoz Sigron | | Chief Financial Officer |
| Maoz Sigron | | (Principal Financial Officer and Principal Accounting Officer) |
| | | |
| /s/ Dror Erez | | Director |
| Dror Erez | | |
| | | |
| /s/ Sarit Firon | | Director |
| Sarit Firon | | |
| | | |
| /s/ Rami Schwartz | | Director |
Rami Schwartz | | |
| /s/ Michael Vorhaus | | Director |
Michael Vorhaus /s/ Joy Marcus | | Director |
| Joy Marcus | | |
SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE OF REGISTRANT
Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Perion Network Ltd., has signed this registration statement on January 20, 2022.
| | Intercept Interactive Inc. D/B/A Undertone | |
| | | | |
| | By: | /s/ Doron Gerstel | |
| | Name: | Doron Gerstel | |
| | Title: | Director | |
