As filed with the Securities and Exchange Commission on September 27, 2016

Registration No. 333-            

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

SAPIENS INTERNATIONAL CORPORATION N.V.

(Exact name of registrant as specified in its charter)

 

 
     
Curaçao   Not Applicable

(State or Other Jurisdiction of

Incorporation or Organization)

 

 

(I.R.S. Employer

Identification Number)

 

 

Landhuis Joonchi

Kaya Richard J. Beaujon z/n

P.O. Box 837

Curaçao

+ 5999-736-6277

(Address of Principal Executive Offices)(Zip Code)

 

SAPIENS INTERNATIONAL CORPORATION N.V.
2011 SHARE INCENTIVE PLAN

(Full Title of the Plans)

 

Sapiens Americas Corporation

4000 CentreGreen Way, Suite 150

Cary, NC 27513

(Name and address of agent for service)

 

Tel: (919) 405-1500

(Telephone number, including area code, of agent for service)

 

Copies to:

 

Mike Rimon, Adv.

Jonathan M. Nathan, Adv.

Meitar Liquornik Geva Leshem Tal, Law Offices

16 Abba Hillel Rd.
Ramat Gan 52506, Israel

Tel: +972-3-610-3100

Fax: +972-3-610-3687

 

 

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a small reporting company. (Check one):  

             
Large accelerated filer   ¨   Accelerated filer   x
       
Non-accelerated filer   ¨  (Do not check if a smaller reporting company)   Smaller reporting company   ¨

 

 

CALCULATION OF REGISTRATION FEE  

 

Title of Securities
to be Registered

 

Amount
to be
Registered (1)(2)

    Proposed
Maximum
Offering Price
per Share 		   

Proposed
Maximum
Aggregate
Offering Price

   

Amount of
Registration Fee

 
Common Shares, par value €0.01per share     4,000,000 (3)   $ 13.17 (4)   $ 52,680,000     $ 5,304.88  

 

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “ Securities Act ”), this Registration Statement also covers such indeterminate number of Common Shares as may be offered or issued to prevent dilution resulting from stock splits, stock dividends, or similar transactions pursuant to the terms of the Sapiens International Corporation N.V. 2011 Share Incentive Plan (the “ 2011 Plan ”).

(2) Pursuant to Rule 429 of the Securities Act, the prospectus delivered to participants under the 2011 Plan also related to an aggregate of 4,000,000 Common Shares previously registered on Form S-8 Registration Number 333-177834 under the 2011Plan.

(3) Represents an increase to the number of shares available for issuance under the 2011 Plan.  See “Explanatory Note.”

(4) Calculated in accordance with Rule 457(h)(1) and 457(c) promulgated under the Securities Act, based on the average of the high and low prices ($13.33 and $13.00) of the Registrant’s Common Shares on the NASDAQ Capital Market on September 21, 2016.

 

 

 

 

EXPLANATORY NOTE

 

On February 16, 2016, the board of directors (the “ Board ”) of Sapiens International Corporation N.V. (the “ Company ,” the “ Registrant ” or “ Sapiens ”) approved an amendment (the “ Amendment ”) to the Sapiens International Corporation N.V. 2011 Share Incentive Plan (the “ 2011 Plan ”) to increase the aggregate number of common shares authorized for issuance under the 2011 Plan by 4,000,000 common shares par value €0.01per share (the “ Common Shares ”). This Registration Statement is being filed to register such additional 4,000,000 Common Shares of the Company issuable pursuant to the 2011 Plan. Pursuant to Instruction E of Form S-8, the contents of the Company’s Registration Statement on Form S-8 (File No. 333-177834) filed with the Securities and Exchange Commission (the “ Commission ”) on November 9, 2011 are incorporated herein by reference, and the information required by Part II is omitted, except as supplemented by the information set forth below. In accordance with the instructional note to Part I of Form S-8 as promulgated by the Commission, the information specified by Part I of Form S-8 has been omitted from this Registration Statement.

 

PART II

 

Information Required in the Registration Statement

 

Item 3 . Incorporation of Documents by Reference.

 

We hereby incorporate by reference the following documents (or portions thereof) that we have filed with or furnished to the Commission:

 

  (a) Our Annual Report on Form 20-F for the year ended December 31, 2015 filed with the Commission pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), on March 29, 2016;

 

  (b)

the GAAP financial information contained in Exhibit 99.1 of the Company’s Current Reports on Form 6-K submitted to the Commission on May 10, 2016 and August 4, 2016;

     
  (c) our Current Reports on Form 6-K submitted to the Commission on April 13, 2016 and May 16, 2016; and
     
  (d) the description of our Common Shares under “Item 1. Description of Registrant’s Securities to be Registered” in our registration statement on Form 8-A, filed with the Commission on May 7, 1992, as amended by Amendment No. 1 thereto, filed with the Commission on May 26, 1992, as the same may be amended further from time to time.

 

All other documents filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act and, to the extent designated therein, Reports of Foreign Private Issuer on Form 6-K furnished by us to the Commission that are identified in such forms as being incorporated into this Registration Statement, in each case, subsequent to the effective date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered under the Registration Statement have been sold, or deregistering all securities then remaining unsold, are also incorporated herein by reference and shall be a part hereof from the date of the filing or furnishing of such documents.

 

Any statement contained in a document incorporated or deemed incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 

Item 8.

Exhibits

 

The exhibits listed on the exhibit index at the end of this Registration Statement are included in this Registration Statement.

 

 

 

 

Item 9. Undertakings.

 

(a) The undersigned Registrant hereby undertakes:

 

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

 

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act.

 

(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement.

 

(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement.

 

Provided , however , that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Securities and Exchange Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

 

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

(b) That, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

 

 

 

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 Holon, Israel, on this 27th day of September, 2016.

 

       
  Sapiens International Corporation N.V.
     
  By:  

/s/ Roni Al Dor

  Name:   Roni Al Dor
  Title:   Chief Executive Officer

 

 

KNOW ALL PERSONS BY THESE PRESENT, that each person whose signature appears below constitutes and appoints Roni Al Dor and Roni Giladi, severally, as such person’s true and lawful attorney-in-fact and agent, with full power of substitution and revocation, for such person and in such person’s name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement and any registration statement filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and to file the same with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done provided two of the above-listed attorneys-in-fact act together on behalf of such person, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or any substitute or substitutes, may lawfully do or cause to be done by virtues hereof.

 

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities indicated on September 27, 2016.

 

     
Signature   Title
     
/s/ Guy Bernstein  
Guy Bernstein   Chairman of the Board
     
/s/ Roni Al Dor   Director and Chief Executive Officer
Roni Al Dor   (Principal executive officer)
     
/s/ Roni Giladi   Chief Financial Officer
Roni Giladi   (Principal financial and accounting officer)
     
/s/ Naamit Salomon  
Naamit Salomon   Director
     
/s/ Yacov Elinav  
Yacov Elinav   Director
     
/s/ Uzi Netanel  
Uzi Netanel   Director
     
/s/ Eyal Ben Chlouche  
Eyal Ben Chlouche   Director
     
     

United International Trust N.V.

  Director  
     
By: /s/ G.E. Elias    
Name: G..Elias Title: Managing    
Director – Chairman    
     
Sapiens Americas Corporation   Authorized Representative in the United States
     
By: /s/ Gina Rubendall    
Name: Gina Rubendall    
Title: Director of Administration and Finance    

 

 

 

 

EXHIBIT INDEX

  

     

Exhibit
Number

 

Exhibit

   
   
  4.1   Articles of Association of the Registrant, as amended (1)
   
  4.2   Specimen Common Share Certificate (2)
   
  5.1   Opinion of Spigt Dutch Caribbean N.V. regarding the validity of the common shares being registered.*
   
23.1   Consent of Kost, Forer, Gabbay and Kasierer, a member of Ernst & Young Global*
   
23.2   Consent of Spigt Dutch Caribbean N.V. (included in Exhibit 5.1)*
   
24.1  

Power of Attorney (included on the signature page of this Registration Statement)* 

     
99.1   Sapiens International Corporation N.V. 2011 Share Incentive Plan (3)

 

 
(1) Incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 20-F, filed with the Commission on August 26, 2014.

 

(2) Incorporated by reference to Exhibit 4.2 to the Company's Registration Statement on Form F-3 filed with the Commission on March 11, 2013 (2).  

 

(3) Incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-8 filed with the Commission on November 9, 2011.

 

* Filed herewith

 

 

Exhibit 5.1

 

 

 

Sapiens International Corporation NV

Kaya Richard J. Beaujon z/n

Cura çao

 

 

Registration Statement on Form S-8

SAPIENS INTERNATIONAL CORPORATION N.V.

 

 

 

Curaçao, September 27 2016,

 

 

 

Ladies and Gentlemen:

 

We have acted as legal counsel ( advocaat ) in Curaçao for the purpose of rendering a legal opinion as to certain matters of Curaçao law in connection with the registration statement on Form S-8 (the “ Registration Statement ”) filed with the Securities and Exchange Commission (“ SEC ”) under the Securities Act of 1933 (the “ Securities Act ”) with respect to Sapiens International Corporation N.V., a limited liability company ( naamloze vennootschap ) incorporated under the laws of the former Netherlands Antilles and currently existing under the laws of Curaçao, having its registered office at Kaya Richard J. Beaujon z/n, Curaçao (the “ Company ”) for the registration of the offer and sale of 4,000,000 common shares, par value € 0.01, of the Company (“ Common Shares ”) that are available for issuance under the Company’s 2011 Share Incentive Plan (the “ Plan ”).

 

We are rendering this legal opinion pursuant to your specific request. In rendering this opinion, we have examined and exclusively relied upon (i) copies (scanned, received by fax or by electronic means, or originals if so expressly stated) of the following documents and (ii) certain additional information described below:

 

1. an online extract ( uittreksel , the “ Extract ”) dated September 26, 2016 from the Trade Register of the Chamber of Commerce of Curaçao (the “ Trade Register ”) relating to the registration of the Company under number 53368(0) and confirmed to us by the Trade Register by telephone on the time and date hereof has remained unaltered since such time and date;

 

2. a copy of the articles of association ( statuten ) of the Company as they stand since their latest amendment dated October 28, 2015, which are the currently effective articles of association according to the Extract (the “ Articles ”);

 

 

 

The practice is conducted and all instructions are accepted and carried out solely by Spigt Dutch Caribbean NV. All engagements and other rights and obligations are subject to our general terms and conditions as listed on our website and filed with the Court of First Instance at Curaçao. Upon request these general terms and conditions will be sent to you free of charge. Such general terms and conditions contain a limitation of liability, i.e. that in relation to any engagement or other right or obligation our liability is limited to the amount our professional liability insurer will pay out in the specific event.

 

 

 

 

 

3. copies of a foreign exchange license (with no. 046367 issued on July 23, 1991) (the “ Foreign Exchange License ”), a business license (with no. 1889/92 issued on June 4, 1992) and the directors license for Roni Al-Dor (dated February 15, 2006) and the directors licenses for the other board members of the Company (dated January 3, 2014) (the “ Business License ”) (the Foreign Exchange License and Business License hereinafter together the “ Licenses ”);

 

4. a scanned copy of the Plan; and

 

5. a scanned copy of the minutes of the board meeting of the Company dated February 16, 2016 (the “ Management Board Resolution ”) resolving to increase the number of Common Shares available for grant under the Plan by 4,000,000 (such Common Shares, the “ Additional Shares ”).

 

6. information obtained by telephone on September 26, 2016 from the bankruptcy clerk's office of the Court of First Instance in Curaçao confirming that no petition has been presented to a court for the bankruptcy ( faillissement ), dissolution ( ontbinding en vereffening ) or suspension of payments ( surséance van betaling ) of the Company and that no receiver, trustee, administrator or other similar officer has been appointed in respect of the Company or any of its assets; and

 

7. information obtained by telephone on September 26, 2016 from the Trade Register confirming to us that at the time and date hereof:

 

(a) the Company has not registered a voluntary winding-up resolution;

 

(b) the Trade Register is not itself taking steps to have the Company dissolved;

 

(c) no order placing any assets of the Company under administration ( onder bewindstelling ) has been registered with it; and

 

(d) no order has been made for the dissolution ( ontbinding en vereffening ) of the Company.

 

The searches and enquiries referred to above under 6. and 7. do not determine conclusively whether or not the matters or events enquired after have occurred or not. There is no formal register of judgements, declarations or orders.

 

In addition, we have examined and relied, to the extent we deemed proper, on certificates of the Management of the Company as to factual matters (the “ Management Certificate ”). 

 

We have not reviewed:

 

1. documents (including corporate resolutions and deeds of issuance) relating to the granting of rights to acquire shares and the issuance of shares in the capital of the Company as to the date of this legal opinion or future issuances of shares in the capital of the Company;

 

 

 

 

2. the shareholders’ register of the Company.

 

Headings used in this opinion are for ease of reference only and shall not affect the interpretation hereof. References herein to the plural include the singular and vice versa.

 

For the purposes of the opinion expressed herein, we have assumed:

 

(i) the legal capacity ( handelingsbekwaamheid ) of all individuals who have signed or will sign documents on which we have expressed reliance (including those individuals acting on the Company's behalf);

 

(ii) the genuineness of all signatures on the documents reviewed or on the originals thereof, the authenticity and completeness of all documents submitted to us as originals and the conformity of conformed, (photo)copy, e-mail, faxed or specimen documents to the originals thereof;

 

(iii) drafts of documents reviewed by us shall be in conformity with the executed originals;

 

(iv) that the Plan has not been amended, supplemented, terminated, rescinded or declared null and void by a court;

 

(v) that the Management Board will adopt resolutions to resolve on the granting of the option rights under the Plan and the issuance of the Additional Shares in accordance with the Articles (or other constitutional document applicable at the time of such grant/issuance) and that such resolutions will be in full force and effect upon the issue of the Shares, and the factual statements made in the Management Board Resolution and the Management Certificate are, and will be, complete and correct and correctly reflect the resolutions reflected therein, all as at the date hereof and upon the issue of the Additional Shares;

 

(vi) the Additional Shares will be issued (i) pursuant to deed(s) of issue signed by the Company and the acquirer and that all parties to the deed of issue will have the corporate power to execute such deeds and will take all corporate action required to execute such deeds and to issue the Shares and that all parties to the deed(s) of issue will be validly represented by the persons signing the deed(s) of issue on their behalf or (ii) in accordance with the regulations or system of the stock exchange were the Additional Shares will be listed;

 

(vii) that the information set forth in the Extract referred to in paragraph 1. above is complete and accurate on the date hereof and consistent with the information contained in the files kept by the Trade Register with respect to the Company; and

 

 

 

 

(viii) the reliability of all search results obtained by electronic data transmission and the accuracy of the results of any printed or computer search of offices of public record.

 

Other than to review the documents listed above, we have not examined any contracts, instruments or other documents entered into by or affecting the Company or its corporate records, unless specifically stated otherwise and, although we have made the enquiries referred to in A below, we have not undertaken any investigations or made any other enquiries or searches concerning the Company.

 

Where an assumption is stated to be made in this opinion, we have not made any investigation or enquiry with respect to the matters that are the subject of such assumption and we express no views as to such matters.

 

This opinion is confined to the laws of Curaçao in force as at the date hereof as applied and interpreted according to present published case-law of the Curaçao courts, administrative rulings, notices of and communications with the Central Bank of Curaçao and Sint Maarten ( Centrale Bank van Curaçao en Sint Maarten , the “ Central Bank ”) and authoritative literature.

 

Based upon and subject to the foregoing and to the further qualifications set out below and subject to any matters, documents or events not disclosed to us by the parties concerned in the course of our investigation, we are of the following opinion:

 

Corporate Status

 

(A) The Company is registered as: (i) a limited liability company ( naamloze vennootschap ), (ii) duly incorporated on April 6, 1990 and (iii) validly existing under the laws of Curaçao.

 

Shares to be issued

 

(B) The Additional Shares, when issued in accordance with the Articles (or other constitutional document applicable at the time of such issuance) and Curacao Corporate Law pursuant to a resolution of the Management Board by execution of the deed(s) of issue of the Additional Shares validly signed on behalf of all parties thereto and paid for in accordance with the deed(s) of issue, will be duly authorized, validly issued, fully paid, validly outstanding and non-assessable.

 

The opinion expressed above is subject to the following qualifications:

 

(A) The Company may not subscribe for its own shares.

 

(B) According to the Articles, the issuance of the Additional Shares requires a resolution of the board of managing directors to that effect. The actual issuance of shares requires a deed of issuance signed by the Company and the acquirer. As of January 1, 2012 the issuance of shares listed on a stock exchange, including shares that will immediately afterwards be accepted for listing, may be issued in accordance with the regulations or system of such stock exchange.

 

 

 

 

(C) The term “non-assessable” - which term has no equivalent in Dutch – means that a holder of a share will not by reason of merely being such a holder, be subject to assessment or calls by the Company or its creditors for further payments on such share.

 

(D) Shares can never be issued as bearer shares.

 

(E) The maximum nominal capital of the Company is EUR 710,000 divided into (a) 70,000,000 common shares with a par value of one Eurocent (EUR 0.01) and (b) 1,000,000 preferred shares with a par value of one Eurocent (EUR 0.01).

 

This opinion:

 

(a) constitutes the professional legal opinion of an expert Curaçao counsel and references to “awareness” etcetera herein should be interpreted accordingly;
(b) expresses and describes Curaçao legal concepts in English and not in their original Dutch terms; these concepts may not be identical to the concepts described by the English translations. This opinion shall be governed by and all words and expressions used herein shall be construed and interpreted in accordance with the laws of Curaçao;
(c) is addressed to you and is solely for your benefit;
(d) speaks as of 8.00 a.m., Curaçao time on the date stated above;
(d) is strictly limited to the matters set forth herein and no opinion may be inferred or implied beyond that expressly stated herein.

 

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement. We also consent to the appearance of our firm’s name under the caption “Legal Matters” in the Registration Statement. In giving this 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.

 

Yours faithfully,

Spigt Dutch Caribbean N.V.

 

/s/ Maike Bergervoet

Maike Bergervoet

Attorney at Law

 

 

 

Exhibit 23.1

 

Consent of Independent Registered Public Accounting Firm

 

 We consent to the incorporation by reference in the Registration Statement (Form S-8) of Sapiens International Corporation N.V., dated September 27, 2016 of our reports, dated March 27, 2016, with respect to the consolidated financial statements and the internal control over financial reporting, of Sapiens International Corporation N.V., included in its Annual Report (Form 20-F) for the year ended December 31, 2015, filed with the Securities and Exchange Commission. 

 

  Yours Truly,
   
  /s/ KOST FORER GABBAY & KASIERER
   
September 27, 2016 KOST FORER GABBAY & KASIERER
Tel-Aviv, Israel A Member of EY Global