State of Israel
(State or other jurisdiction of
incorporation or organization)
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Not Applicable
(I.R.S. Employer
Identification No.)
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13 Gad Feinstein Street
Park Rehovot P.O.B. 2100
Rehovot, Israel
(Address of principal executive offices)
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76121
(Zip Code)
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Joshua G. Kiernan, Esq.
Colin J. Diamond, Esq.
White & Case LLP
1155 Avenue of the Americas
New York, NY 10036
Tel: (212) 819-8200
Fax: (212) 354-8113
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Dan Shamgar, Adv.
Mike Rimon, Adv.
Meitar Liquornik Geva Leshem Tal
16 Abba Hillel Road
Ramat Gan 52506, Israel
Tel: +972 (3) 610-3100
Fax: +972 (3) 610-3111
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Title of securities to be 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 0.02
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3,498,955 | $ | 9.03 | (2) | $ | 31,595,564 | $ | 4,070 | ||||||||
Ordinary Shares, par value NIS 0.02
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556,508 | $ | 17.72 | (3) | $ | 9,861,322 | $ | 1,275 |
(1)
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This Registration Statement on Form S-8 covers the following Ordinary Shares of Evogene Ltd. (the “Registrant”): (i) 1,215,000 ordinary shares issuable upon the exercise of options granted prior to the date hereof under the Registrant’s 2013 Share Option Plan (the “2013 Compensation Plan”), (ii) 2,195,279 ordinary shares issuable upon the exercise of options granted prior to the date hereof under the Registrant’s 2003 Key Employee Share Incentive Plan (the “2003 Compensation Plan”), (iii) 88,676 ordinary shares issuable upon the exercise of options granted prior to the date hereof under the Registrant’s 2002 Share Option Plan (the “2002 Compensation Plan” and, together with the 2013 Compensation Plan and the 2003 Compensation Plan, the “Compensation Plans”), (iv) 556,508 ordinary shares that may be issued under the 2013 Compensation Plan, and (v) pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), an indeterminate number of additional shares that may become issuable under the terms of the Compensation Plans by reason of any share split, share dividend, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration which results in an increase in the number of the outstanding shares of the Registrant’s ordinary shares.
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(2)
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Calculated solely for the purpose of determining the registration fee pursuant to Rule 457(h) under the Securities Act on the basis of $9.03 per share, the weighted average exercise price of the 3,498,955 ordinary shares issuable upon exercise of outstanding options under the Compensation Plans as of the date of this Registration Statement.
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(3)
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Calculated solely for the purpose of determining the registration fee pursuant to Rule 457(h) and (c) on the basis of the average of the high and low prices ($17.82 and $17.61) of the Registrant’s ordinary shares as quoted on the New York Stock Exchange on February 5, 2014 with respect to ordinary shares reserved for issuance pursuant to options to be issued in the future.
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(i)
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the Company’s final prospectus filed on November 22, 2013 pursuant to Rule 424(b)(4) under the Securities Act in connection with the Company’s Registration Statement on Form F-1 (File No. 333-191315); and
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(ii)
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the description of the Company’s Ordinary Shares contained in Item 1 of the Registration Statement on Form 8-A (File No. 001-36187) filed with the Commission on November 8, 2013.
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·
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a financial liability imposed on him or her in favor of another person pursuant to a judgment, including a settlement or arbitrator’s award approved by a court. However, if an undertaking to indemnify an office holder with respect to such liability is provided in advance, then such an undertaking must be limited to events which, in the opinion of the board of directors, can be foreseen based on the company’s activities when the undertaking to indemnify is given, and to an amount or according to criteria determined by the board of directors as reasonable under the circumstances, and such undertaking shall detail the abovementioned events and amount or criteria;
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·
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reasonable litigation expenses, including attorneys’ fees, incurred by the office holder as a result of an investigation or proceeding instituted against him or her by an authority authorized to conduct such investigation or proceeding, provided that (i) no indictment was filed against such office holder as a result of such investigation or proceeding; and (ii) no financial liability, such as a criminal penalty, was imposed upon him or her as a substitute for the criminal proceeding as a result of such investigation or proceeding or, if such financial liability was imposed, it was imposed with respect to an offense that does not require proof of criminal intent; and
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·
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reasonable litigation expenses, including attorneys’ fees, incurred by the office holder or imposed by a court in proceedings instituted against him or her by the company, on its behalf or by a third-party or in connection with criminal proceedings in which the office holder was acquitted or as a result of a conviction for an offense that does not require proof of criminal intent.
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·
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a breach of the duty of loyalty to the company, to the extent that the office holder acted in good faith and had a reasonable basis to believe that the act would not prejudice the company;
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·
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a breach of the duty of care to the company or to a third party, including a breach arising out of the negligent conduct of the office holder;
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·
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a financial liability imposed on the office holder in favor of a third party;
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·
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a financial liability imposed on the office holder in favor of a third party harmed by a breach in an administrative proceeding; and
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·
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reasonable litigation expenses, including attorneys’ fees, incurred by the office holder as a result of an administrative proceeding instituted against him or her.
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·
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a breach of the duty of loyalty, except to the extent that the office holder acted in good faith and had a reasonable basis to believe that the act would not prejudice the company;
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·
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a breach of the duty of care committed intentionally or recklessly, excluding a breach arising out of the negligent conduct of the office holder;
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·
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an act or omission committed with intent to derive illegal personal benefit; or
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·
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a fine or forfeit levied against the office holder.
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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 of 1933;
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(ii)
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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 this 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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EVOGENE LTD.
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By: |
/s/ Ofer Haviv
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Name:
Ofer Haviv
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Title:
President and Chief Executive
Officer
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Name
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Title
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By:
/s/ Ofer Haviv
Ofer Haviv
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President and Chief Executive Officer
(Principal Executive Officer)
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By:
/s/ Sigal Fattal
Sigal Fattal
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Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
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By:
/s/ Martin Gerstel
Martin Gerstel
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Chairman of the Board
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By:
/s/ Michael Anghel
Dr. Michael Anghel
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Director
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By:
/s/ Ziv Kop
Ziv Kop
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Director
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By:
/s/ Adina Makover
Dr. Adina Makover
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Director
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Name
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Title
|
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By:
/s/ Leon Recanati
Leon Recanati
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Director
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By:
/s/ Simcha Sadan
Dr. Simcha Sadan
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Director
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By:
/s/ Kinneret Livnat Savitzky
Dr. Kinneret Livnat Savitzky
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Director
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PUGLISI & ASSOCIATES
By:
/s/ Donald J. Puglisi
Name: Donald J. Puglisi
Title: Managing Director, Puglisi & Associates
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Authorized Representative in the United States
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Exhibit No.
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Description
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5.1
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Opinion of Meitar Liquornik Geva Leshem Tal, 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 Meitar Liquornik Geva Leshem Tal (included in Exhibit 5.1)
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24.1
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Power of Attorney (included in the signature page to this Registration Statement)
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99.1
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Evogene Share Option Plan (2002) (incorporated by reference to Exhibit 10.10 of the Registration Statement on Form F-1 of the Registrant (File No. 333-191315))
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99.2
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Evogene Ltd. Key Employee Share Incentive Plan, 2003 (incorporated by reference to Exhibit 10.11 of the Registration Statement on Form F-1 of the Registrant (File No. 333-191315))
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99.3
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The Evogene Ltd. 2013 Share Option Plan (incorporated by reference to Exhibit 10.12 of the Registration Statement on Form F-1 of the Registrant (File No. 333-191315))
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Very truly yours,
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/s/ Meitar Liquornik Geva Leshem Tal
Meitar Liquornik Geva Leshem Tal
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/s/
Kost Forer Gabbay & Kasierer
KOST FORER GABBAY & KASIERER
A Member of Ernst & Young Global
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