Israel
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Not Applicable
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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22 Hanagar Street, Neve Ne’eman Industrial
Zone B, Hod-Hasharon 4501317, Israel
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Not Applicable
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(Address of principal executive offices)
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(Zip Code)
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2006 Incentive Compensation Plan
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(Full title of the Plan)
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Colin J. Diamond, Esq.
White & Case LLP
1155 Avenue of the Americas
New York, New York
Tel: (212) 819-8200
Fax: (212) 354-8113
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Itamar Rosen, Adv.
General Counsel & Corporate Secretary
Allot Communications Ltd.
22 Hanagar Street
Hod-Hasharon 4501317, Israel
Tel/Fax: +972 (9) 762-8419
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Aaron M. Lampert, Adv.
Goldfarb Seligman & Co.
98 Yigal Alon Street
Tel Aviv, 67891 Israel
Tel: +972 (3) 608-9999
Fax: +972 (3) 608-9855
|
Large accelerated filer
T
|
Accelerated filer
£
|
Non-accelerated filer
£
(Do
not
check if a smaller reporting company)
|
Smaller reporting company
£
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Title of Securities Being 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, par value NIS 0.10 per share
|
1,000,000 | $ | 14.30 | (2) | $ | 14,300,000 | $ | 1,950.52 |
(1)
|
This Registration Statement covers the aggregate number of ordinary shares which may be issued under the 2006 Incentive Compensation Plan. Pursuant to Rule 416, this Registration Statement shall also be deemed to cover an indeterminate number of additional ordinary shares in the event the number of outstanding shares of Allot Communications Ltd. is increased by stock split, stock dividend and/or similar transactions.
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(2)
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Pursuant to Rule 457(c) and (h)(1), the proposed maximum offering price per share and the proposed maximum aggregate offering price have been calculated on the basis of the average of the high and low prices ($14.41 and $14.18) of the Registrant’s ordinary shares as quoted on The NASDAQ Global Select Market on March 18, 2013.
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|
(a)
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the Registrant’s annual report on Form 20-F for the fiscal year ended December 31, 2012 (File No. 001-33129), filed with the SEC on March 21, 2013; and
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|
(b)
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the description of the Registrant’s ordinary shares contained in Item 1 of the Registration Statement on Form 8-A (File No. 001-33129) filed with the SEC on November 3, 2006, including any subsequent amendment or any report filed for the purpose of updating such description.
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ALLOT COMMUNICATIONS LTD.
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|||
By: |
/s/ Rami Hadar
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||
Name: |
Rami Hadar
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||
Title: |
Chief Executive Officer and President
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Signature
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Title of Capacities
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Date
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/s/ Rami Hadar
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Director, Chief Executive Officer | ||
Rami Hadar
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and President (Principal Executive Officer)
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March 21, 2013
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/s/ Nachum Falek
|
Chief Financial Officer | ||
Nachum Falek
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(Principal Financial Officer)
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March 21, 2013
|
|
/s/ Shraga Katz
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Chairman of the Board | ||
Shraga Katz
|
of Directors
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March 21, 2013
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/s/ Yigal Jacoby
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Director | ||
Yigal Jacoby
|
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March 21, 2013
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/s/ Nurit Benjamini
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Director
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||
Nurit Benjamini
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March 21, 2013
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|
Director | |||
Itzhak Danziger
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||
/s/ Steven D. Levy
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Director
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||
Steven D. Levy
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March 21, 2013
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ALLOT COMMUNICATIONS, INC.
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||||
By:
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/s/ Rami Hadar
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|||
Name:
Title:
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Rami Hadar
Director, Allot Communications, Inc.
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United States Representative
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March 21, 2013
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Exhibit
Number
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Description
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5.1
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Opinion of Goldfarb Seligman & Co., Israeli counsel to the Registrant, as to the validity of the ordinary shares (including consent)
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23.1
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Consent of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global
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23.2
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Consent of Goldfarb Seligman & Co., Israeli counsel to the Registrant (included in Exhibit 5.1)
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24.1
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Powers of Attorney (included in the signature page to this Registration Statement)
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99.1
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2006 Incentive Compensation Plan (1)
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(1)
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Previously filed with the Securities and Exchange Commission on March 21, 2013 as Exhibit 4.5 to the Company’s Form 20-F for the year ended December 31, 2012 (File No. 001-33129) and incorporated by reference herein.
|
|
Electra Tower
98 Yigal Alon Street
Tel Aviv 6789141, Israel
Tel +972 (3) 608-9999
Fax +972 (3) 608-9909
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INFO@GOLDFARB.COM
WWW.GOLDFARB.COM
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March 21, 2013
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Hod Hasharon 4501317, Israel | File: 6315/7 |
Very truly yours,
/s/ Goldfarb Seligman & Co.
Goldfarb Seligman & Co.
|
|
Kost Forer Gabbay & Kasierer
3 Aminadav St.
Tel-Aviv 67067, Israel
Tel:
972 (3)6232525
Fax: 972 (3)5622555
www.ey.com
|
/s/ Kost Forer Gabbay & Kasierer
|
|
KOST FORER GABBAY & KASIERER
|
|
A Member of Ernst & Young Global
|