As filed with the Securities and Exchange Commission on June 25, 2008
  Registration No. 333-____
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
 
COMMTOUCH SOFTWARE LTD.
(Exact name of registrant as specified in its charter)

Israel
(State or other jurisdiction of
incorporation or organization)
 
Not applicable
(I.R.S. Employer
Identification No.)
 
 
 
4A Hazaron Street
Poleg Industrial Park, P.O. Box 8511
Netanya, 42504, Israel
(Address of principal executive offices)
 
N/A
(Zip Code)
 
  Amended and Restated Commtouch Software Ltd. 1999 Nonemployee Directors Stock Option Plan,
Amended and Restated Israeli Share Option Plan and
2006 U.S. Stock Option Plan
  (Full title of the plans)
Ron Ela
Commtouch Inc.
292 Gibraltar Drive, Suite 107
Sunnyvale, California 94089
(Name and Agent for Service)
 
(650) 864-2000
(Telephone Number, Including Area Code, of Agent for Service)
 
  Copies to:

Gary Davis
VP, General Counsel & Secretary
Commtouch Inc.
292 Gibraltar Drive, Suite 107
Sunnyvale, California 94089
Tel: (650) 864-2000
Fax: (650) 864-2006
Aaron M. Lampert
Naschitz, Brandes & Co.
5 Tuval Street
Tel Aviv 67897 Israel
Tel: 972-3-623-5000
Fax: 972-3-623-5005
Howard E. Berkenblit
Z.A.G/S&W LLP
One Post Office Square
Boston, MA 02109
Tel: (617) 338-2800
Fax: (617) 338-2880
 
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 o  Accelerated filer x Non-accelerated filer o Smaller Reporting Company o
 
(do not check if smaller reporting company)
 
 
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 (2)
 
Amount of
Registration Fee
Ordinary Shares Issuable Under the Amended and Restated Commtouch Software Ltd. 1999 Nonemployee Directors Stock Option Plan, Amended and Restated Israeli Share Option Plan and 2006 U.S. Stock Option Plan, NIS 0.15 Nominal Value
 
500,000
 
$3.405
 
$1,702,500
 
$66.91
 
 
(1)
Pursuant to Rule 416(a) and (b) under the Securities Act of 1933, as amended, this Registration Statement shall also cover any additional ordinary shares which become issuable by reason of any stock dividend, stock split, recapitalization or other similar transaction which results in an increase in the number of the outstanding ordinary shares. Pursuant to General Instruction E of Form S-8, the contents of Registration Statement No. 333-94995 (filed January 20, 2000), Registration No. 333-65532 (filed July 20, 2001) and Registration No. 333-141177 (filed March 9, 2007) are incorporated by reference. The shares registered hereby may be issued under any of the three plans indicated, in any combination, not to exceed 500,000 shares in the aggregate under all three plans.
(2 )
The proposed maximum offering price per share and the proposed maximum aggregate offering price have been estimated solely for the purpose of calculating the amount of the registration fee on the basis of the average of the high and low prices as reported for an ordinary share on the Nasdaq Capital Market on June 20, 2008 pursuant to Rule 457(h)(1) and 457(c).
 
____________________

The Registration Statement shall become effective upon filing in accordance with Rule 462 under the Securities Act.

______________


Pursuant to Rule 429 of the General Rules and Regulations under the Securities Act, the prospectuses that are a part of this Registration Statement will be used in connection with the offer and sale of Ordinary Shares of the Registrant previously registered under the Registrant’s Registration Statements on Form S-8 (Registration Nos. 333-94995, 333-65532 and 333-141177).

 
EXPLANATORY NOTE

We are filing this Registration Statement on Form S-8 to register an additional 500,000 Ordinary Shares for issuance under the Commtouch Software Ltd. Amended and Restated Israeli Share Option Plan, the Commtouch Software Ltd. 2006 U.S. Stock Option Plan and the Amended and Restated Commtouch Software Ltd. 1999 Nonemployee Directors Stock Option Plan.
 
In accordance with General Instruction E of Form S-8, the contents of the Registrant’s Registration Statements on Form S-8 (Registration No. 333-94995 (filed January 20, 2000), Registration No. 333-65532 (filed July 20, 2001) and Registration No. 333-141177 (filed March 9, 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 following documents filed by the Registrant with the Securities and Exchange Commission (the “Commission”) are hereby incorporated by reference in this Registration Statement:
 
(a)   Our Annual Report on Form 20-F for the fiscal year ended December 31, 2007;
 
(b)   Our report on Form 6-K filed on May 6, 2008, containing the Registrant’s press release of May 5, 2008 covering financial results of the Registrant for the first quarter of 2008 (excluding all financial information not prepared in accordance with US generally accepted accounting principles (GAAP), identified as Non-GAAP financial information or measures);
 
(c)   The description of our ordinary shares contained in the registration statement under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as filed with the Commission on June 25, 1999, and any subsequent amendment or report filed for the purpose of updating this description.
 
In addition, all subsequent annual reports filed on Form 20-F prior to the termination of this offering are incorporated by reference into this prospectus. Also, we may incorporate by reference our future reports on Form 6-K by stating in those Forms that they are being incorporated by reference into this prospectus.

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, are deemed to be incorporated by reference into this registration statement and to be part hereof from the respective dates of filing 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 document which also is or is deemed to be incorporated by
reference herein or therein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed to constitute a part hereof, except as so modified or superseded.
 
1

 
  Item 8.   Exhibits.
 
Exhibit No.
 
Description
4.1
 
Amended and Restated Articles of Association of the Registrant (incorporated by reference to the Company’s Annual Report on Form 20-F for the year ended December 31, 2007 ).
5.1
 
Opinion of Naschitz, Brandes & Co.
23.1
 
Consent of Kost Forer Gabbay & Kasierer, A member of Ernst & Young Global.
23.2
 
Consent of Naschitz, Brandes & Co. (included in Exhibit 5.1).
24.1
 
Power of Attorney (included in the signature page to this registration statement).
 
2
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act, 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 Netanya, State of Israel, on the 22nd day of June, 2008.
 
     
 
COMMTOUCH SOFTWARE LTD.
 
  		 
  		 
 
  By:   /s/ Ron Ela
 
Ron Ela
Chief Financial Officer
   
 
 
 
Pursuant to the requirements of the Securities Act of 1933, this registration statement on Form S-8 has been signed below by the following persons in the capacities and on the dates indicated. The undersigned officers and directors of the registrant hereby severally constitute and appoint Gideon Mantel and Ron Ela, and each of them, our true and lawful attorney-in-fact to sign for us and in our names in the capacities indicated below any and all amendments or supplements, whether pre-effective or post-effective, to this registration statement on Form S-8 and to file the same, with exhibits thereto and other documents in connection therewith, with the Commission, granting unto each of said attorneys, acting singly, 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 fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming our signatures to said amendments to this registration statement signed by our said attorneys and all else that said attorneys may lawfully do and cause to be done by virtue hereof.
 
Name
 
Title
 
Date
         
  /s/   Gideon Mantel  
 
Chief Executive Officer (Principal Executive Officer)
 
June 22, 2008
Gideon Mantel
  and Chairman of the Board Directors    
   
 
   
/s/Ron Ela
 
Chief Financial Officer (Principal Financial Officer
 
June 22, 2008
Ron Ela
  and Principal Accounting Officer)    
         
/s/Yair Bar-Touv
 
Director
 
June 22, 2008
Yair Bar-Touv
       
         
/s/Hila Karah
 
Director
 
June 22, 2008
Hila Karah
       
       
 
/s/Amir Lev
 
Director
 
June 22, 2008
Amir Lev
       
 
       
/s/Yair Shamir
 
Director
 
June 22, 2008
Yair Shamir
       
         
/s/Lloyd E. Shefsky
 
Director
 
June 22, 2008
Lloyd E. Shefsky
       
         
By: /s/Commtouch Inc.
 
Authorized Representative in the United States.
 
June 22, 2008
Commtouch Inc.
       
Name: Ron Ela
       
Title: Chief Financial Officer
       

3
 
INDEX TO EXHIBITS
 
Exhibit No.
 
Description
4.1
 
Amended and Restated Articles of Association of the Registrant (incorporated by reference to the Company’s Annual Report on Form 20-F for the year ended December 31, 2007 ).
5.1
 
Opinion of Naschitz, Brandes & Co.
23.1
 
Consent of Kost Forer Gabbay & Kasierer, A member of Ernst & Young Global.
23.2
 
Consent of Naschitz, Brandes & Co. (included in Exhibit 5.1).
24.1
 
Power of Attorney (included in the signature page to this registration statement).
 
4
 
 
EXHIBIT 5.1

 

 
OPINION OF NASCHITZ, BRANDES & CO.

NASCHITZ, BRANDES & CO. ADVOCATES
5 TUVAL STREET, TEL-AVIV 67897 ISRAEL
TEL. 972-3-623-5000 FAX: 972-3-623-6006

BRANCH OFFICE: 2 PAL-YAM AVENUE,
CITY WINDOWS, OREN BUILDING, HAIFA 33095 ISRAEL
TEL: 972-4-864-4433 FAX: 972-4-864-4833

WWW. NBLAW.COM

Tel-Aviv, June 22, 2008

Commtouch Software Ltd.
4A Hazoran Street Poleg Industrial Park, P.O. Box 8511
Netanya, 42504, Israel
 
Ladies and Gentlemen:
 
We refer to the Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), on behalf of   Commtouch Software Ltd., a company organized under the laws of the State of Israel (the "Company"), for the purpose of registering under the Securities Act 500,000 of the Company's Ordinary Shares, nominal value NIS 0.15 per share (the "Shares"), available for issuance under the Commtouch Software Ltd. Amended and Restated Israeli Share Option Plan, the Commtouch Software Ltd. 2006 U.S. Stock Option Plan and the Amended and Restated Commtouch Software Ltd. 1999 Nonemployee Directors Stock Option Plan (collectively, the "Plans").

As special Israeli counsel to the Company, we have examined such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purpose of our opinion. Upon the basis of such examination, we are of the opinion that, when the Shares are issued and sold pursuant to the terms of the Plans and in accordance with the Registration Statement, the Shares will be legally and validly issued, fully paid and non-assessable.

The opinion expressed herein is limited to Israeli law, and we do not express any opinion as to the laws of any other jurisdiction.

We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.
 

 
 
Very truly yours,

/s/ NASCHITZ, BRANDES & CO.
_____________________________
Naschitz, Brandes & Co.

 
 
 
 
 
 
EXHIBIT 23.1
 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
     We consent to the incorporation by reference in the Registration Statement (Form S-8), pertaining to the “Amended and Restated Commtouch Software Ltd. 1999 Nonemployee Directors Stock Option Plan”, “Amended and Restated Israeli Share Option Plan” and “2006 U.S. Stock Option Plan” of Commtouch Software Ltd., of our reports dated March 31, 2008, with respect to the consolidated financial statements of Commtouch Software Ltd. and the effectiveness of internal control over financial reporting of Commtouch Software Ltd., included in its Annual Report (Form 20-F) for the year ended December 31, 2007, filed with the Securities and Exchange Commission.
 
 
 
 
Tel-Aviv, Israel
June 25, 2008
 
/s/ KOST FORER GABBAY & KASIERER
____________________________________
KOST FORER GABBAY & KASIERER
A Member of Ernst & Young Global