As filed with the Securities and Exchange
Commission on March 31, 2020
Registration No.
333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
Fiverr International Ltd.
(Exact name of registrant as specified in
its charter)
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State of Israel
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Not Applicable
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(State or other jurisdiction
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(IRS Employer Identification No.)
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of incorporation or organization)
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Fiverr International Ltd.
8 Eliezer Kaplan St,
Tel Aviv 6473409, Israel
Tel: +972-72-2280910
(Address of principal executive offices)
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Not Applicable
(Zip code)
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2019 Share Incentive Plan
(Full title of the plan)
C T Corporation System
28 Liberty Street
New York, NY 10005
(Name and address of agent for service)
212-894-8940
(Telephone number, including area code,
of agent for service)
Copies to:
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Joshua G. Kiernan
Latham & Watkins LLP
99 Bishopsgate
London EC2M 3XF, UK
Tel: + 44 20 7710-5820
Fax: +44 20 7374-4460
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Shachar Hadar
Elad Ziv
Meitar | Law Offices
16 Abba Hillel Road
Ramat Gan 5250608, Israel
Tel: +972 (3) 610-3100
Fax: +972 (3) 610-3111
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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 Exchange Act.
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Large accelerated
filer ¨
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Accelerated filer ¨
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Non-accelerated filer
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Smaller reporting company ¨
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Emerging Growth Company
x
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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.
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CALCULATION OF REGISTRATION FEE
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Title of Securities to be Registered
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Amount to be Registered(1)
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Proposed Maximum Offering Price Per Share
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Proposed Maximum Aggregate Offering Price
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Amount of Registration Fee
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Ordinary Shares, no par value per share
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1,840,016 shares(2)
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$
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24.36
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(3)
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$
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44,822,789.76
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(3)
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$
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5,818.00
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(1)
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Pursuant to Rule 416(a) and Rule 416(b) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover an indeterminate number of additional ordinary shares, no par value per share (“Ordinary Shares”) of Fiverr International Ltd. (the “Registrant”), which may become issuable under the 2019 Share Incentive Plan (the “2019 Plan”) by reason of any share split, share dividend, recapitalization or other similar transaction.
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(2)
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Consists of 1,840,016 Ordinary Shares that may become issuable under the 2019 Plan pursuant to its terms.
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(3)
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Estimated in accordance with Rules 457(c) and 457(h) under the Securities Act solely for the purpose of calculating the registration fee based on the average of the high and low prices of the Ordinary Shares of $24.36, as reported on the New York Stock Exchange, on March 26, 2020.
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EXPLANATORY NOTE
This Registration Statement on Form S-8 is
being filed for the purpose of registering an additional 1,840,016 ordinary shares, no par value per share (“Ordinary Shares”)
of Fiverr International Ltd. (the “Registrant”) that may become issuable under the Registrant’s 2019 Share Incentive
Plan, as it may be amended or restated from time to time (the “2019 Plan”). A Registration Statement of the Registrant
on Form S-8 relating to the 2019 Plan is effective.
INCORPORATION BY REFERENCE OF CONTENTS
OF
REGISTRATION STATEMENT ON FORM S-8
Except as set forth below, the contents of
the Registration Statement on Form S-8 (File No. 333-232310) filed with the Securities and Exchange Commission, relating to the
2019 Plan, are incorporated by reference herein.
Item 8. Exhibits.
+ Filed herewith
SIGNATURES
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 Tel Aviv, Israel, on this 31st day of March, 2020.
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FIVERR INTERNATIONAL
LTD.
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By:
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/s/
Micha Kaufman
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Name:
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Micha Kaufman
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Title:
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Chief Executive Officer
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SIGNATURES AND POWER OF ATTORNEY
We, the undersigned officers and directors
of Fiverr International Ltd., hereby severally constitute and appoint Micha Kaufman and Ofer Katz, and each of them singly (with
full power to each of them to act alone), our true and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution in each of them for him and in his name, place and stead, and in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents,
and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in
and about the premises, as full to all intents and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
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 and on the dates
indicated.
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Signature
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Title
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Date
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/s/ Micha Kaufman
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Co-Founder, Chief Executive Officer and Chairman of the Board
(Principal Executive
Officer)
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March 31, 2020
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Micha Kaufman
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/s/ Ofer Katz
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Chief Financial Officer
(Principal Financial Officer and Principal Accounting
Officer)
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March 31, 2020
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Ofer Katz
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/s/ Philippe Botteri
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Member of the Board
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March 31, 2020
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Philippe Botteri
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/s/ Adam Fisher
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Member of the Board
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March 31, 2020
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Adam Fisher
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/s/ Ron Gutler
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Member of the Board
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March 31, 2020
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Ron Gutler
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/s/ Gili Iohan
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Member of the Board
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March 31, 2020
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Gili Iohan
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/s/ Jonathan Kolber
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Member of the Board
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March 31, 2020
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Jonathan
Kolber
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/s/
Erez Shachar
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Member
of the Board
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March
31, 2020
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Erez
Shachar
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/s/
Nir Zohar
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Member
of the Board
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March
31, 2020
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Nir
Zohar
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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 Fiverr International Ltd.,
has signed this Registration Statement on Form S-8, in the City of New York, State of New York, on March 31, 2020.
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FIVERR INC.
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(Authorized Representative in the United States)
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By:
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/s/ Jinjin Qian
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Name:
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Jinjin Qian
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Title:
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VP, Strategic Finance
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EXHIBIT 5.1
Ramat Gan, March 31, 2020
Fiverr International Ltd.
8 Eliezer Kaplan St,
Tel Aviv 6473409
Israel
RE: Registration
on Form S-8
Ladies and Gentlemen:
We have acted as Israeli
counsel to Fiverr International Ltd., an Israeli company (the “Company”), in connection with its filing of a
registration statement on Form S-8 on or about March 31, 2020 (the “Registration Statement”), under the Securities
Act of 1933, as amended (the “Securities Act”), relating to the registration of 1,840,016 of the Company’s
ordinary shares, no par value per share (the “Ordinary Shares”),
which may be issued under the Company’s 2019 Share Incentive Plan (the “Plan”).
In our capacity as
counsel to the Company, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the Company’s
(i) Amended and Restated Articles of Association (the “Articles”), (ii) the Plan, (iii) resolutions of the Company’s
board of directors and (iv) other statements of corporate officers and other representatives of the Company and other documents
provided to us by the Company as we have deemed necessary or appropriate as a basis for this opinion. In such examination, we have
assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to
us as originals and the conformity with the original documents of all documents submitted to us as copies or facsimiles. As to
any facts material to this opinion, to the extent that we did not independently establish relevant facts, we have relied on certificates
of public officials and certificates of officers or other representatives of the Company. We have also assumed the truth of all
facts communicated to us by the Company and that all consents, minutes and protocols of meetings of the Company’s board of
directors, which have been provided to us, are true and accurate and prepared in accordance with the Company’s Articles and
all applicable laws. In addition, we have assumed that the Company will receive the full consideration for the Ordinary Shares
(which may consist, in part or in full, of services performed for the Company).
We are admitted to
practice law in the State of Israel and the opinion expressed herein is expressly limited to the laws of the State of Israel.
On the basis of the
foregoing, we are of the opinion that the Ordinary Shares being registered pursuant to the Registration Statement, when issued
and paid for in accordance with the Plan, pursuant to agreements with respect to the Plan and, as the case may be, pursuant to
the terms of the awards that may be granted under the Plan, will be validly issued, fully paid and non-assessable.
We
hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this opinion and such consent,
we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, the
rules and regulations of the Securities and Exchange Commission promulgated thereunder or Item 509 of Regulation S-K promulgated
under the Securities Act.
This
opinion letter is rendered as of the date hereof and we disclaim any obligation to advise you of facts, circumstances, events or
developments that may be brought to our attention after the effective date of the Registration Statement that may alter, affect
or modify the opinions expressed herein.
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Very truly yours,
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/s/ Meitar | Law Offices
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Meitar | Law Offices
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