Registration
No. 333-
As filed with the
Securities and Exchange Commission on November 23, 2016
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
Pointer Telocation 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.)
14
Ha'melacha Street
Park
Afek, Rosh Ha'ayin, 4809133, Israel
972-3-572-3111
(Address of Principal Executive Offices)
Pointer Telocation
Ltd.
Global Share Incentive
Plan (2013)
(Full Title of Plans)
Puglisi
& Associates
850
Library Avenue, Suite 204
Newark,
Delaware 19711
302-738-6680
(Name, address and
telephone number of agent for service)
Copies of all Correspondence
to:
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Orly Tsioni, Adv.
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Yigal Arnon & Co.
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1 Azrieli Center
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Tel Aviv, 6702101 Israel
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Tel: 972-3-608-7777
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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 (Check one):
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Large Accelerated Filer
¨
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Accelerated Filer
¨
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Non-Accelerated Filer
x
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Smaller Reporting Company
¨
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(Do not check if a smaller reporting company)
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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)(4)
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Proposed Maximum Offering Price Per Share (2)
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Proposed Maximum Aggregate Offering Price
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Amount of Registration Fee
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Ordinary Shares, par value NIS 3.00 per share (3)
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15,662
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$
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7.589
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$
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118,859
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$
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13.78
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Ordinary Shares, par value NIS 3.00 per share (5)
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250,000
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$
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5.94
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$
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1,485,000
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$
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172.11
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Ordinary Shares, par value NIS 3.00 per share (5)
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77,000
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$
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6.14
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$
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472,780
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$
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54.8
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Ordinary Shares, par value NIS 3.00 per share (6)
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34,050
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$
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0.78 (7)
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$
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26,574
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$
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3.08
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TOTAL:
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376,712
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$
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2,103,213
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$
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243.77
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(1)
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This registration statement shall also cover any additional
Ordinary Shares which may become issuable under the Global Share Incentive Plan (2013) as amended (the “Plan”), by
reason of any share dividend, share split, recapitalization, or other similar transaction effected without the receipt of consideration
which results in an increase in the number of outstanding Ordinary Shares of the Registrant.
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(2)
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The proposed maximum offering price per share as to shares
authorized for issuance pursuant to future awards solely for the purpose of calculating the registration fee, pursuant to Rule
457(h)(1) and Rule 457(c) of the Securities Act of 1933, as amended (the “Securities Act”), as follows: (i) in the
case of Ordinary Shares which may be purchased upon exercise of outstanding options or purchase of Restricted Stock Units (RSUs),
the fee is calculated on the basis of the price at which the options may be exercised or the RSUs may be purchased, as the case
may be; and (ii) in the case of Ordinary Shares for which options and awards have not yet been granted and the option price of
which is therefore unknown the average of the high and low prices for the Registrant’s Ordinary Shares on the Nasdaq Capital
Market on November 18, 2016.
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(3)
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Represents Ordinary Shares that may be issued pursuant
to future awards under the Plan.
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(4)
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To the extent outstanding options or RSUs terminate,
expire or otherwise cease to exist without having been exercised or purchased, as the case may be, the Ordinary Shares issuable
upon exercise or sale of such options or RSUs will become available for future issuance.
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(5)
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Represents Ordinary Shares underlying options previously
granted under the Plan.
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(6)
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Represents Ordinary Shares that may be issued pursuant
to RSUs previously granted under the Plan.
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(7)
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Based on the US$/NIS exchange rate as reported by the
Bank of Israel on November 13, 2016.
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As permitted
by Rule 429 under the Securities Act, this Registration Statement contains a combined resale prospectus that relates to Ordinary
Shares covered by this Registration Statement.
EXPLANATORY
NOTE
Pointer Telocation Ltd.
has prepared this Registration Statement in accordance with the requirements of Form S−8 under the Securities Act of 1933,
as amended (the “Securities Act”), to register 376,712 Ordinary Shares of the Registrant registered under the Registrant’s
Global Share Incentive Plan (2013), as amended (the “Plan”).
The documents containing
the information specified in Part I of this Registration Statement will be sent or given to participants in the Plan as specified
by Rule 428(b)(i) under the Securities Act. Such documents are not required to be, and are not being, filed by us with the
Securities and Exchange Commission (the “Commission”), either as part of this Registration Statement or as prospectuses
or prospectus supplements pursuant to Rule 424 under the Securities Act. Such documents, together with the documents incorporated
by reference herein pursuant to Item 3 of Part II of this Registration Statement, constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act.
As used herein or any
in any document incorporated by reference hereto, the “Company”, “Pointer Telocation Ltd.”, “Registrant”,
“we”, “us”, or “our” refers to Pointer Telocation Ltd. and its consolidated subsidiaries.
PART I
INFORMATION
REQUIRED IN THE SECTION 10(
a
) PROSPECTUS
As permitted by the rules
of the Commission, this Registration Statement omits the information specified in Part I of Form S-8.
PART II
INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents
by Reference
The following documents
filed with the Commission by the Registrant pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
are incorporated by reference in this registration statement:
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Annual Report on Form 20-F for the year ended December
31, 2015 (filed on March 29, 2016).
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Report on Form F-3 (filed on June 30, 2016)
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·
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Our Reports of Foreign Issuer on Form 6-K filed on
May 18, 2016, May 27, 2016, May 31, 2016, June 6, 2016, June 8, 2016, June 29, 2016, June 30, 2016, July 5, 2016, July 18, 2016,
August 1, 2016, August 11, 2016, August 23, 2016, August 25, 2016, August 29, 2016, September 9, 2016, November 1, 2016 and November
8, 2016.
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All documents subsequently
filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all shares offered hereby have been sold or which deregisters all then remaining unsold, shall be
deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be 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 incorporated or deemed to be incorporated by reference herein 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.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts
and Counsel.
Not Applicable.
Item 6. Indemnification of Directors
and Officers.
Under the Israeli
Companies Law, 1999 (the “Companies Law”) and the Israeli Securities Law, 1968 (the “Securities Law”),
and in accordance with its Articles of Association, the Company may:
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(i)
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indemnify an office holder in respect of the following liabilities, payments and expenses incurred
for acts performed by him or her as an office holder, following an event, provided that such liabilities, payments and expenses
were incurred by such office holder in such office holder’s capacity as an office holder of the Registrant:
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(A)
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a financial obligation imposed on an office holder in favor of another person by a court judgment, including a compromise judgment
or an arbitrator’s award approved by a court of law;
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(B)
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reasonable litigation expenses, including legal fees, incurred by an office holder as a result of criminal inquiry or an investigation
or proceeding instituted against such office holder by a competent authority, which inquiry or investigation or proceeding has
ended without the filing of an indictment and without an imposition of financial liability in lieu of a criminal proceeding, or
has ended in the imposition of a financial obligation in lieu of a criminal proceeding without the filing of an indictment for
an offense that does not require proof of mens rea (
criminal intent
) or in connection with financial sanction (the phrases
“proceeding that has ended without the filing of an indictment” and “financial obligation in lieu of a criminal
proceeding” shall have the meanings ascribed to such phrases in Section 260(a)(1a) of the Companies Law);
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(C)
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expenses, including reasonable litigation expenses and legal fees, incurred by an office holder as a result of a proceeding
instituted against such office holder in relation to (a) infringements that may impose financial sanction pursuant to the provisions
of Chapter H’3 under the Securities Law, (b) administrative infringements pursuant to the provisions of Chapter H’4
under the Securities Law, or (c) infringements pursuant to the provisions of Chapter I’1 under the Securities Law;
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(D)
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reasonable legal expenses, including attorney’s fees, which the office holder incurred or with which the office holder
was charged by a court of law, in a proceeding brought against the office holder, by the Registrant or on its behalf or by another
person, or in a criminal prosecution in which the office holder was acquitted, or in a criminal prosecution in which the office
holder was convicted of an offense that does not require proof of mens rea;
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(E)
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payments to an injured party of infringement under Section 52ND(a)(1)(a) of the Securities Law;
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(ii)
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undertake to indemnify an office holder in advance with respect to: (a) financial obligations as
specified in Article 68(b)(i)(A) of the Registrant's Articles of Association, provided, that the undertaking is limited to categories
of events which, in the opinion of the Registrant's Board of Directors (the “Board”) can be foreseen, based on the
Registrant’s actual activities at the time the undertaking to indemnify is given, and in amounts set by the Board as reasonable,
and (b) expenses, fees and payments as specified in Sub-Articles 68(b)(i)(B), (C), (D) and (E) of the Registrant's Articles of
Association. Subject to the provisions of the Companies Law and the Securities Law, the Registrant may also undertake to indemnify
an office holder retroactively for expenses, fees and payments as specified in Articles 68(b) of the Registrant's Articles of Association.
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Under the Companies
Law, exculpation, indemnification and insurance of office holders must be approved by the compensation committee (and in some cases
by the audit committee) and the board of directors and, with respect to directors or controlling shareholders, their relatives
and third parties in which such controlling shareholders have a personal interest, also by the shareholders.
Under the Companies
Law, the term "office holder" may include a director, managing director, general manager, chief business manager, deputy
general manager, vice general manager, other managers directly subordinate to the managing director and any other person fulfilling
or assuming any such position or responsibility without regard to such person’s title or a manager directly subordinate to
the general manager.
Our
Articles of Association allow for indemnification of, and procurement of insurance coverage for our office holders to the maximum
extent provided for by the Companies Law and the Securities Law. We have entered into an insurance contract for directors and officers
in the total amount of $15 million and have procured indemnification insurance for our office holders to the extent permitted by
our Articles of Association.
Our
Articles of Association also provide that any amendment to the Companies Law or to the Securities Law adversely affecting the Registrant's
office holders' rights to be indemnified or insured according to Section 68 therein shall be prospective in effect, and shall not
affect the Registrant's obligations or ability to insure or indemnify its office holders for any act or omission occurring prior
to such amendment, unless otherwise provided by the Companies Law or the Securities Law.
We
have entered into an insurance contract for office holders and we have never had the occasion to indemnify any of our office holders
and are not aware of any pending or threatened litigation or proceeding involving any our office holders in which indemnification
is sought. We also maintain a directors and officers insurance policy.
Item 7. Exemption From Registration
Claimed.
Not Applicable.
Item 8. Exhibits.
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Exhibit No.
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Exhibit
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4.1
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Memorandum of Association incorporated herein by reference to Exhibit 3.1 to the Registration Statement on Form F-1, filed with the Commission on June 10, 1994 (registration number 33-76576).
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4.2
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Amended and Restated Articles of Association of the Registrant, incorporated herein by reference to Exhibit 1.2 to the Registrant's Form 20-F, filed with the Commission on March 29, 2012
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5.1
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Opinion of Yigal Arnon & Co.
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23.1
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Consent of Yigal Arnon & Co. (included in the opinion filed as Exhibit 5.1).
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23.2
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Consent of Kost, Forer, Gabbay & Kasierer Certified Public Accountants (Israel).
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24.1
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Power of Attorney (set forth on signature page).
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Item 9. Undertakings.
(a) The
undersigned Registrant hereby undertakes:
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(1)
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To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration Statement:
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(i)
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To include any prospectus required by Section 10(a)(3)
of the Securities Act;
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(ii)
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To reflect in the prospectus any facts or events arising after the effective date of the Registration
Statement (or 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. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the change in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration
Statement; and
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(iii)
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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;
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provided, however
,
that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the Registration Statement is on Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission
by the Registrant pursuant to Section 13 or Section 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 herein, 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) The
undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing
of the Registrant's annual reports pursuant to Section 13(a) or Section 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
Securities and Exchange Commission such indemnification is against public policy as expressed in the 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 such Act and will be governed
by the final adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of 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 Rosh Ha'ayin, Israel on the 23
rd
day of November, 2016.
POINTER TELOCATION LTD.
By:
/s/ David Mahlab
David Mahlab
Chief Executive Officer
POWER OF ATTORNEY
KNOW
ALL MEN BY THESE PRESENTS, each director and officer whose signature appears below constitutes and appoints, David Mahlab and Zvi
Fried or either of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution,
to sign in any and all capacities any and all amendments or post-effective amendments to this registration statement on Form S-8
and to file the same with all exhibits thereto and other documents in connection therewith with the Securities Exchange Commission,
granting such attorneys-in-fact and agents, and each of them, full power and authority to do all such other acts and execute all
such other documents as they, or any of them, may deem necessary or desirable in connection with the foregoing, as fully as the
undersigned might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of
the Securities Act of 1933, this Registration Statement has been signed by the following persons in their respective capacities
and on the respective dates indicated.
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Signature
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Title
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Date
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/s/Yossi Ben Shalom
Yossi Ben Shalom
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Chairman of the Board of Directors
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November 23, 2016
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/s/ David Mahlab
David Mahlab
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President and
Chief Executive Officer
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November 23, 2016
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/s/ Zvi Fried
Zvi Fried
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Chief Financial Officer
(Principal Accounting Officer)
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November 23, 2016
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/s/ Barak Dotan
Barak Dotan
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Director
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November 23, 2016
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/s/ Nir Cohen
Nir Cohen
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Director
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November 23, 2016
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/s/ Jonathan Ironi
Jonathan Ironi
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Director
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November 23, 2016
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/s/ Yehudit Rozenberg
Yehudit Rozenberg
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Director
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November 23, 2016
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/s/ Zvi Rutenberg
Zvi Rutenberg
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External Director
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November 23, 2016
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/s/ Gil Oren
Gil Oren
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External Director
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November 23, 2016
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AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Puglisi & Associates
By:
/s/ Donald J. Puglisi
Donald J. Puglisi
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November 23, 2016
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Exhibit 5.1
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Yigal
Arnon (1929-2014)
Dror Vigdor
Amalia Meshi
Amnon Lorch
Hagai Shmueli
Barry Levenfeld
David H. Schapiro
Hagit Bavly
Orna Sasson
Barak Tal
Shiri Shaham
Doron Tamir
Daniel Abarbanel
David Osborne
Gil Oren
Ronit Amir
Orly Tsioni
Mordehai Baicz
Barak Platt
Benjamin Horef
Yoran Gill
Asaf Eylon
Daniel Marcovic
Adrian Daniels
Yuval Shalheveth
Jacob Ben Chitrit
Peter Sugarman
Ben Sandler
Boaz Fiel
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Joeri Kreisberg
Simon Weintraub
Ruth Loven
Yarom Romem
Adam Spruch
Yuval Bargil
Eliran Furman
Eran Lempert
Ofir Levy
Daniel Green
Hanital Belinson
Oren Roth
Dror Varsano
Odelia Sidi
Shira Lahat
Ido Chitman
Noa Afik
Aner Hefetz
David Akrish
Nir Rosner
Assaf Mesica
Liron Hacohen
Guy Fuhrer
Ezra Gross
David Roness
Eli Greenbaum
Lee Maor
Nimrod Vromen
Michal Sagmon
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Yoheved Novogroder
Hila Roth
Guy Sagiv
Micha Tollman
Keren Tal
Shani Rapoport
Etai Kramer
Neta Goshen
Shachar Cohain
Lior Gelbard
Noam Meir
Roy Masuri
Eyal Yacoby
Daphna Livneh
Tamar Gilboa
Yael Hoefler
Sagi Schiff
Lilach Grimberg
Adi Samuel
Daniel Damboritz
Shlomi Schneider
Alona Toledano
Elad Offek
Yuval Shamir
Adi Tal
Yulia Lazbin
Joshua Lieberman
Liat Pillersdorf
Orly Rottenberg
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Avi Anouchi
Shay Fahima
Michael Keren
Ifat Lipman
Sivan Dotan
Naftali Nir
Johnatan Shtark
Tomer Bar-Nathan
Yoel Baruchin
Evan Schendler
Lihi Katzenelson
Eyal Aichel
Shahar Uziely
Yonat Afriat
Edan Regev
Yehudit Biton
Haggar Moav
Ohad Shalem
Gitit Ramot-Adler
Omri Schnaider
Rinat Michael
Adi Attar
Ivor Krumholtz
Daniella Milner
Harel Sinai
Guy Kortany
Goor Koren
Shira Bleiman
Adi Daniel
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Dafna Shaham
Miriam Friedmann
Itamar Lippner
Ricki Newman
Roni Osborne
Ortal Zanzuri
Reut Sade
Josh Hersch
Roey Sasson
Ben Frenkel
Noa Slavin
Guy Fatal
Harel Oren
Shani Lorch
Tal Kagan
Ira Burshtein
Elichai Bitter
Amir Weiser
Itamar Cohen
Shai Margalit
Yossi Paloch
Ofir Schwartz
Meital Singer
Yonatan Whitefield
Shira Teger
Ravid Saar
Debbie Shalit
Sophie Blackstone
Lea Elbaze
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Hagar Mizrachi
Ariel Levinger
Elad Morgenstern
Ron Ashkenazi
Ilan Akouka
Shlomit Bukaya
Yehonatan Cohen
Adam Shahaf
David Shmulevitz
Tair Cherbakovsky
Rafi Bojmel
Ophir Dagan
Shira Livne
Danielle Dulitzky
Yael Meretyk
__________________
Paul H. Baris (1934-2010)
Rami Kook
Nira Kuritzky
Eran Ilan
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Tel Aviv | November
23, 2016
Pointer Telocation Ltd.
14 Ha'melacha Street
Park Afek, Rosh Ha'ayin, 4809133, Israel
Re:
Registration Statement
on Form S-8
Dear Sirs:
We have
acted as Israeli counsel for Pointer Telocation Ltd., a company organized under the laws of the State of Israel (the “Company”),
in connection with the Registration Statement on Form S-8 (the “Registration Statement”) being filed by the Company
under the Securities Act of 1933 for the purposes of registering 376,712 of its Ordinary Shares, par value New Israeli Shekel 3.00
per share (the “Ordinary Shares”), that may be issued pursuant to options and Restricted Stock United that have been,
or may hereafter be, granted pursuant to the Global Share Incentive Plan (2013) (the “Options” and the “Plan”,
respectively).
On
the basis of such investigation as we have deemed necessary, we are of the opinion that the Ordinary Shares have been duly and
validly authorized for issuance (subject to individual grants being properly approved under applicable Israeli law) and, when upon
due exercise of Options granted or hereafter granted under the Plan, in each case, in accordance with the provisions of the Plan
and the related option agreements (including payment of the Option exercise price or purchase price provided for therein), will
be fully paid and non-assessable.
We are
members of the Israel Bar, and the opinions expressed herein are limited to questions arising under the laws of the State of Israel,
and we disclaim any opinion whatsoever with respect to matters governed by the laws of any other jurisdiction.
The opinions
set forth herein are made as of the date hereof and are subject to, and may be limited by, future changes in the factual matters
set forth herein, and we undertake no duty to advise you of any such changes. The opinions expressed herein are based upon the
law in effect (and published or otherwise generally available) on the date hereof, and we assume no obligation to revise or supplement
these opinions should such law be changed by legislative action, judicial decision or otherwise.
We hereby
consent to the filing of this opinion as an exhibit to the Registration Statement.
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Very truly yours,
/s/ Yigal Arnon & Co.
Yigal Arnon & Co.
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__________________________________________________________________________________
1 Azrieli
Center, Tel Aviv 6702101, Israel | Tel: (+972) 3 608 7777 | Fax: (+972) 3 608 7724
31 Hillel
Street, Jerusalem 9458131, Israel | Tel: (+972) 2 623 9239 | Fax: (+972) 2 623 9233
www.arnon.co.il
| info@arnon.co.il