COMMTOUCH SOFTWARE LTD (Form: S-8, Received: 09/24/2009 14:47:06)

As filed with the Securities and Exchange Commission on September 24, 2009

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 (do not check if smaller reporting company)

Smaller Reporting Company o

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	1,200,000	$2.65	$3,180,000	$177.44

(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), Registration No. 333-141177 (filed March 9, 2007) and Registration No. 333-151929 (filed June 25, 2008) are incorporated by reference. The shares registered hereby may be issued under any of the three plans indicated, in any combination, not to exceed 1,200,000 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 September 21, 2009 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, 333-141177 and 333-151929).

EXPLANATORY NOTE

We are filing this Registration Statement on Form S-8 to register an additional 1,200,000 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), Registration No. 333-141177 (filed March 9, 2007) and Registration No. 333-151929 (filed June 25, 2008) 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, 2008;

(b) Our report on Form 6-K furnished on May 18, 2009, containing the Registrant’s press release of May 5, 2009 covering financial results of the Registrant for the first quarter of 2009 (excluding all financial information not prepared in accordance with US generally accepted accounting principles (GAAP), identified as Non-GAAP financial information or measures);

(c) Our report on Form 6-K furnished on August 5, 2009, containing the Registrant’s press release of July 29, 2009 covering financial results of the Registrant for the second quarter of 2009 (excluding all financial information not prepared in accordance with US generally accepted accounting principles (GAAP), identified as Non-GAAP financial information or measures); and

(d) The description of our ordinary shares contained in the registration statement on Form 8-A 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 registration statement.

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.

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).
99.1		Amended and Restated Commtouch Software Ltd. 1999 Nonemployee Directors Stock Option Plan, incorporated by reference to Exhibit 99.1 to Registration Statement on Form S–8 No. 333–141177.
99.2		Commtouch Software Ltd. Amended and Restated 1996 CSI Stock Option Plan, incorporated by reference to Exhibit 99.2 to Registration Statement on Form S–8 No. 333–141177.
99.3		Commtouch Software Ltd. Amended and Restated Israeli Share Option Plan, incorporated by reference to Exhibit 99.3 to Registration Statement on Form S–8 No. 333–141177.
99.4		Commtouch Software Ltd. 2006 U.S. Stock Option Plan, incorporated by reference to Exhibit 99.4 to Registration Statement on Form S–8 No. 333–141177.

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 24th day of September, 2009.

	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	September 24, 2009
Gideon Mantel	Officer) and Chairman of the Board Directors

/s/Ron Ela	Chief Financial Officer (Principal Financial	September 24, 2009
Ron Ela	Officer and Principal Accounting Officer)

/s/Yair Bar-Touv	Director	September 24, 2009
Yair Bar-Touv

/s/Hila Karah	Director	September 24, 2009
Hila Karah

/s/Amir Lev	Director	September 24, 2009
Amir Lev

/s/Aviv Raiz	Director	September 24, 2009
Aviv Raiz

/s/Yair Shamir	Director	September 24, 2009
Yair Shamir

/s/Lloyd E. Shefsky	Director	September 24, 2009
Lloyd E. Shefsky

By:	/s/Commtouch Inc.	Authorized Representative in the United States.	September 24, 2009
	Commtouch Inc.
Name:	Ron Ela
Title:	Chief Financial Officer

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).
99.1		Amended and Restated Commtouch Software Ltd. 1999 Nonemployee Directors Stock Option Plan, incorporated by reference to Exhibit 99.1 to Registration Statement on Form S–8 No. 333–141177.
99.2		Commtouch Software Ltd. Amended and Restated 1996 CSI Stock Option Plan, incorporated by reference to Exhibit 99.2 to Registration Statement on Form S–8 No. 333–141177.
99.3		Commtouch Software Ltd. Amended and Restated Israeli Share Option Plan, incorporated by reference to Exhibit 99.3 to Registration Statement on Form S–8 No. 333–141177.
99.4		Commtouch Software Ltd. 2006 U.S. Stock Option Plan, incorporated by reference to Exhibit 99.4 to Registration Statement on Form S–8 No. 333–141177.

EXHIBIT 5.1

NASCHITZ BRANDES

NASCHITZ, BRANDES & CO. ADVOCATES

5 TUVAL STREET, TEL-AVIV 67897 ISRAEL

TEL. 972-3-623-5000 FAX: 972-3-623-6006

HAIFA 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, September 23, 2009

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 1,200,000 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., ADVOCATES

_____________________________

Naschitz, Brandes & Co., Advocates

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 30, 2009, 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, 2008, filed with the Securities and Exchange Commission.

Tel-Aviv, Israel

September 24, 2009

/s/ KOST FORER GABBAY & KASIERER

____________________________________

KOST FORER GABBAY & KASIERER

A Member of Ernst & Young Global