As filed with the Securities and Exchange Commission on November 10, 2015

Registration No. 333-[ · ]              
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
__________

FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_________

KAMADA LTD.
(Exact name of registrant as specified in its charter)

State of Israel
Not Applicable
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)

7 Sapir Street
Kiryat Weizmann Science
Park P.O Box 4081
Ness Ziona 74140, Israel
(Address of Principal Executive Offices) (Zip Code)

Kamada Ltd. 2011 Israeli Share Option Plan
(Full title of the plan)

Puglisi & Associates
850 Library Avenue, Suite 204
P.O. Box 885, Newark, Delaware 19715
(302) 738-668
(Name, address and telephone number, including area code, of agent for service)
 
Copies to:

Jaclyn Liu, Esq.
Morrison & Foerster LLP
425 Market Street
San Francisco, CA 94105
(415) 268-7000
Raz Tepper, Adv.
Sharon Rosen, Adv.
Fischer Behar Chen Well
Orion & Co.
3 Daniel Frisch St.
Tel-Aviv 6473104, Israel
+972 3 6944111

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 definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large Accelerated filer £                        Accelerated filer £                      Non-accelerated filer x                       Smaller Reporting Company £
 
 
 
 
CALCULATION OF REGISTRATION FEE

Title of securities to be registered
 
Amount to be registered (1)
   
Proposed maximum offering price per share
   
Proposed maximum aggregate offering price
   
Amount of
registration fee (2)
 
Ordinary Shares, par value NIS 1.00
    140,925 (3)   $ 3.88 (4)   $ 46,084     $ 54.99  
Ordinary Shares, par value NIS 1.00
    115,950 (5)   $ 4.59 (6)   $ 532,606     $ 53.63  
Ordinary Shares, par value NIS 1.00
    243,125 (5)   $ 4.82 (6)   $ 1,172,456     $ 118.07  
Total
    500,000       N/A     $ 2,251,146     $ 226.69  

 
(1)
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this Registration Statement also covers an indeterminate number of the Registrant’s ordinary shares, par value NIS 1.00 per share (the “Ordinary Shares”) that may be offered or issued pursuant to the Registrant’s 2011 Israeli Share Option Plan by reason of stock splits, stock dividends or similar transactions.

 
(2)
Calculated pursuant to Section 6(b) of the Securities Act of 1933, as amended, as follows: proposed maximum aggregate offering price multiplied by 0.0001007.

 
(3)
Issuable under options that may be granted in the future under the Registrant’s 2011 Israeli Share Option Plan.

 
(4)
Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h) and (c) under the Securities Act of 1933, as amended, based on the average of the high and low sale prices (US$3.90 and US$3.85) of the Registrant’s Ordinary Shares as quoted on the Nasdaq Global Select Market on November 06, 2015.

 
(5)
Issuable under options previously granted under the Registrant’s 2011 Israeli Share Option Plan.

 
(6)
Pursuant to Rule 457(h) under the Securities Act of 1933, as amended, in the case of Ordinary Shares purchasable upon exercise of outstanding options, the proposed maximum offering price is the exercise price provided for in the respective option grant.  The exercise prices of options granted under the Registrant’s 2011 Israeli Share Option Plan are denominated in New Israeli Shekels and for purposes of calculation of the proposed maximum offering price have been converted into U.S. dollars based on the exchange rate reported by the Bank of Israel on November 06, 2015, which was NIS 3.886 per U.S.$1.00.

 
2
 

EXPLANATORY NOTE

On December 9, 2013, the Registrant filed a Registration Statement on Form S-8 (File No. 333-192720) (the “Initial Registration Statement”) to register under the Securities Act of 1933, as amended, the offer and sale of 2,594,456 ordinary shares, par value NIS 1.00 per share, of the Registrant (the “Ordinary Shares”), of which (i) 1,550,823 Ordinary Shares are issuable pursuant to the Registrant’s 2005 Israeli Share Option Plan and (ii) 1,043,633 Ordinary Shares are issuable pursuant to the Registrant’s 2011 Israeli Share Option Plan (the “2011 Plan”).  On April 27, 2015, the Board of Directors of the Registrant adopted amendments to the 2011 Plan to increase the aggregate number of Ordinary Shares authorized for issuance under the 2011 Plan by 500,000.
 
The purpose of this Registration Statement on Form S-8 is to register an additional 500,000 Ordinary Shares for issuance under the Registrant’s 2011 Plan.  In accordance with General Instruction E of Form S-8, the contents of the Initial Registration Statement are incorporated herein by reference , including all exhibits filed therewith or incorporated therein by reference, and the information required by Part II is omitted, except as supplemented by the information set forth below .
 
PART I
 
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
 
The information required by Part I is not filed as part of this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”), and the Note to Part I of Form S-8.
 
PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The Registrant hereby incorporates by reference into this Registration Statement the following documents filed with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”):
 
 
(a)
The Company’s Annual Report on Form 20-F for the year ended December 31, 2014, filed with the Commission on April 28, 2015;
 
 
(b)
The Registrant’s Reports of Foreign Private Issuer on Form 6-K furnished to the Commission on January 7, 2015, January 12, 2015, February 2, 2015, February 11, 2015, February 17, 2015, February 24, 2015, March 11, 2015, March 23, 2015, April 1, 2015, April 20, 2015, April 28, 2015 (two reports), May 12, 2015, May 14, 2015, May 20, 2015 (three reports), May 22, 2015, June 3, 2015, June 22, 2015, June 30, 2015, July 1, 2015, July 6, 2015, July 8, 2015, July 30, 2015, August 4, 2015, August 10, 2015, October 16, 2015 and on November 10, 2015.
 
 
(c)
The description of the Registrant’s ordinary shares contained in the Annual Report on Form 20-F for the year ended December 31, 2014, filed with the Commission on April 28, 2015.
 
All documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, and all Reports of Foreign Private Issuer on Form 6-K furnished to the Commission subsequent to the date hereof, to the extent that such Reports indicate that information therein is incorporated by reference into this Registration Statement, 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, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents.
 
Any statement in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or 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.
 
 
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Item 8.  Exhibits.

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

 
4
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets 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 Ness Ziona, Israel on November 10, 2015.
 
 
KAMADA LTD.
 
       
 
By:
/s/ Amir London  
    Name:  Amir London  
    Title:     Chief Executive Officer  
 
5
 

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Amir London and Gil Efron and each of them severally, his true and lawful attorney-in-fact, and agent each with power to act with or without the other, and with full power of substitution and resubstitution, to execute in the name of such person, in his capacity as a director or officer of Kamada Ltd., any and all amendments to this Registration Statement on Form S-8 and all instruments necessary or incidental in connection therewith, and to file the same with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or their substitutes, may 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 on November 9, 2015, by the following persons in the capacities indicated.
 
Signature
 
Title
   
         
/s/ Amir London
       
Amir London
 
Chief Executive Officer (Principal Executive Officer)
   
         
/s/ Gil Efron
 
Deputy Chief Executive Officer and Chief Financial Officer
(Principal Financial and Accounting Officer)
   
Gil Efron
     
         
/s/ Leon Recanati
       
Leon Recanati
 
 
Chairman
   
/s/ David Tsur
       
David Tsur
 
 
Deputy Executive Chairman
   
/s/ Reuven Behar
       
Reuven Behar
 
 
Director
   
/s/ Ziv Kop
       
Ziv Kop
 
 
Director
   
/s/ Alicia Rotbard
       
Alicia Rotbard
 
 
Director
   
/s/ Tuvia Shoham
       
Tuvia Shoham
 
 
Director
   
/s/ Dr. Abraham Havron
       
Dr. Abraham Havron
 
 
Director
   
/s/ Jonathn Hahn
       
Jonathan Hahn
 
 
Director
   
/s/ Dr. Estery Giloz-Ran
       
Dr. Estery Giloz-Ran
 
 
Director
   
/s/ Dr. Michael Berelowitz
       
Dr. Michael Berelowitz
 
Director
   

 
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AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of Section 6(a) of the Securities Act, the undersigned has signed this Registration Statement, in the capacity of the duly authorized representative of the Registrant in the United States, on November 9, 2015.
 
 
Puglisi & Associates
 
       
Date
By:
/s/  Donald J. Puglisi  
    Name:  Donald J. Puglisi  
    Title:     Managing Director  
 
 
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INDEX TO EXHIBITS
 
Item
 
Exhibit
4.2
 
Amendment to Articles of Association of the Registrant (as translated from Hebrew) (1)
 
5.1
 
Opinion of Fischer Behar Chen Well Orion & Co. as to the legality of the Ordinary Shares being registered
 
23.1
 
Consent of Kost Forer Gabbay & Kasierer, Certified Public Accountants, a member of Ernst & Young Global, an independent registered public accounting firm
 
23.2
 
Consent of Fischer Behar Chen Well Orion & Co. (included in Exhibit 5.1)
 
24.1
 
Powers of Attorney (included on the signature pages to this Registration Statement).
_______________________________
(1)
Filed as Appendix A1 to the Registrant’s Proxy Statement for the 2015 Annual General Meeting of Shareholders, filed as Exhibit 99.1 to the Registrant’s Form 6-K, filed with the Commission on May 22, 2015, and incorporated herein by reference.
 

8
 
EXHIBIT 5.1
 
November 9, 2015

Kamada Ltd.
7 Sapir Street
Kiryat Weizmann Science Park
P.O. Box 4081
Ness Ziona 74140, Israel

Ladies and Gentlemen:

We have acted as Israeli counsel to Kamada Ltd., a company organized under the laws of the State of Israel (the “Company”) in connection with its Registration Statement on Form S-8 (the “Registration Statement”) filed with the Securities and Exchange Commission for the registration, under the Securities Act of 1933, as amended, by the Company of an aggregate of 500,000 of its ordinary shares, par value NIS 1.00 per share (the “Shares”) issuable pursuant to the Kamada Ltd. 2011 Israeli Share Option Plan (the “Plan”).

In rendering the opinion expressed herein, we have examined the originals or copies certified or otherwise identified to our satisfaction of (i) the Registration Statement; (ii) copies of the memorandum of association and the articles of association of the Company, as currently in effect; (iii) the Plan; and (iv) such other corporate records, resolutions, minutes, documents, certificates, agreements or other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company as we have deemed relevant and necessary as a basis for this opinion.  We have also made inquiries of such officers and representatives as to factual matters as we have deemed relevant and necessary as a basis for this opinion.
 
In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as reproduced or certified copies, and the authenticity of the originals of such latter documents.  We have assumed the same to have been properly given and to be accurate.  We have also assumed the truth of all facts communicated to us by the Company and that all consents, minutes and protocols of meetings of the Company’s board of directors which have been provided to us are true and accurate and have been properly prepared in accordance with the Company’s Articles of Association (as amended) and all applicable laws.  In addition, we have assumed that the Company will receive the full consideration for the Shares.
 
Members of our firm are admitted to the Bar in the State of Israel, and we do not express any opinion as to the laws of any other jurisdiction.  This opinion is limited to the matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated.
 
Based upon and subject to the forgoing and to the assumptions and qualifications set forth herein, we are of the opinion that the Shares have been duly and validly authorized for issuance under the Plan and subject to the requisite corporate approvals, when paid for and issued in accordance with the terms of the Plan and the grants thereunder, will be validly issued, fully paid and non-assessable.

We hereby 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, or the rules and regulations promulgated thereunder.
 
This opinion letter is rendered as of the date hereof and we disclaim any obligation to advise you of facts, circumstances, events or developments that may be brought to our attention after the effective date of the Registration Statement that may alter, affect or modify the opinions expressed herein.
 
 
Very truly yours,
/s/ Fischer Behar Chen Well Orion & Co.
Fischer Behar Chen Well Orion & Co.
 
 
EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
We consent to the incorporation by reference in the Registration Statement on Form S-8, relating to the registration of additional 500,000 Ordinary Shares for issuance under the Registrant’s Kamada Ltd.’s (the “Company”) 2011 Employees Share Option Plan, of our reports dated April 28, 2015, with respect to the Company's consolidated financial statements for the year ended December 31, 2014 included in its Annual Report on Form 20-F for the year ended December 31, 2014, filed with the Securities and Exchange Commission on April 28, 2015 .
 
       
/s/ KOST, FORER, GABBAY & KASIERER
A member of Ernst & Young Global
 
Tel Aviv, Israel
November 10, 2015