As filed with the Securities and Exchange Commission on March 19, 2020
 
Registration No. 333- _____________
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM S-8
 
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
TUFIN SOFTWARE TECHNOLOGIES LTD.
(Exact name of registrant as specified in its charter)
 
Israel
 
Not Applicable
(State or Other Jurisdiction of
Incorporation or Organization)
 
(I.R.S. Employer
Identification Number)

5 HaShalom Road, ToHa Tower
Tel Aviv 6789205, Israel
 (Address of Principal Executive Offices) (Zip Code)
 
Tufin Software Technologies Ltd. 2019 Equity-Based Incentive Plan
(Full Title of the Plan)
 
Tufin Software North America, Inc.
10 Summer Street, Suite 605
Boston, Massachusetts 02110-1292
(Name and address of agent for service)
 
Tel: +1 (877) 270-7711
 (Telephone number, including area code, of agent for service)
 
Copies to:

Colin J. Diamond, Esq.
White & Case LLP
1221 Avenue of the Americas
New York, New York 10020-1095
Tel: +1 (212) 819-8200
Fax: +1 (212) 354-8113
 
Dr. Shachar Hadar, Adv.
Meitar | Law Offices
16 Abba Hillel Silver Rd.
Ramat Gan 5250608, Israel
Tel: +972-3-610-3100
Fax: +972-3-610-3111

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer
☐
  Accelerated filer
 ☐
Non-accelerated filer
⌧
  Smaller reporting company
 ☐
Emerging growth company
⌧
   

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ⌧
 
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
 
Ordinary Shares, par value New Israeli Shekel (“NIS”) 0.015 per share (“Ordinary Shares”)
   
1,761,512
(2) 
 
$
6.84
(3) 
 
$
12,048,743
   
$
1,564
 


(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 Ordinary 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 Tufin Software Technologies Ltd. 2019 Equity-Based Incentive Plan (the “2019 Plan”).
 

(2)
Represents 1,761,512 Ordinary Shares added to the 2019 Plan, representing an automatic increase effective as of January 1, 2020 pursuant to the 2019 Plan.
 

(3)
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 ($7.60 and $6.08) of the Registrant’s Ordinary Shares on the New York Stock Exchange, LLC on March 16, 2020.
 
EXPLANATORY NOTE

This Registration Statement is being filed to register an additional 1,761,512 ordinary shares, par value NIS 0.015 per share (“Ordinary Shares”), of Tufin Software Technologies Ltd. (the “Registrant,” “we,” “our” or “us”) issuable pursuant to the Tufin Software Technologies Ltd. 2019 Equity-Based Incentive Plan (the “2019 Plan”).
 
On June 6, 2019, we filed with the Securities and Exchange Commission (the “Commission”) a registration
statement on Form S-8 (File No. 333-231985) registering, among others, 2,646,848 ordinary shares that may be issued under the 2019 Plan.
 
The 2019 Plan provides that the number of Ordinary Shares available for issuance under the 2019 Plan will automatically increase on January 1 of each calendar year during the term of the 2019 Plan by the lesser of: (i) an amount determined by our board of directors, if so determined prior to the January 1 of the calendar year in which the increase will occur, (ii) 5% of the total number of shares outstanding on December 31 of the immediately preceding calendar year and (iii) 5,000,000 shares.
 
The purpose of this Registration Statement is for the Registrant to register an additional 1,761,512 Ordinary Shares issuable
under the 2019 Plan, representing an automatic increase effective as of January 1, 2020 pursuant to the 2019 Plan.

Pursuant to Instruction E of Form S-8, the contents of our prior registration statement on Form S-8 (File No. 333-231985) is incorporated herein by reference, and the information required by Part II is omitted, except as supplemented by the information set forth below.
 
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, 2019, filed with the Commission on March 18, 2020; and
 
(b)          The description of our Ordinary 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 April 9, 2019.
 
All other documents filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, 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 herein or in a document all or a portion of which is 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.
 
Exhibit
Number 
 
Exhibit
     
3.1
     
4.1
     
4.2
     
5.1*
     
23.1*
Kesselman & Kesselman, Certified Public Accountants (lsr.), a member firm of PricewaterhouseCoopers International Limited       
     
23.2*
     
24.1*
     
*  
Filed herewith.         

 SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, 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 Tel Aviv, Israel, on this 19th day of March, 2020.
 
 
Tufin Software Technologies Ltd.
 
       

By:
/s/ Reuven Kitov 
 
    Name: Reuven Kitov
 
    Title:   Chief Executive Officer and Chairman of the Board  
       

POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned officers and directors of Tufin Software Technologies Ltd., an Israeli corporation, do hereby constitute and appoint Reuven Kitov, Chief Executive Officer and Jack Wakileh, Chief Financial Officer, and each of them, their lawful attorneys-in-fact and agents with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and any one of them, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, including post-effective amendments, and supplements to this Registration Statement and to any and all instruments or documents filed as part of or in conjunction with such registration statements or amendments or supplements thereof and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and each of the undersigned hereby ratifies and confirms that all said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts.

IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated.
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
 
Signature
 
Title
 
Date
         
/s/ Reuven Kitov
 
Chief Executive Officer and Chairman of the Board
 
March 19, 2020
Reuven Kitov
 
(Principal Executive Officer)
   
         
/s/ Jack Wakileh
 
Chief Financial Officer
 
March 19, 2020
Jack Wakileh
 
(Principle Financial Officer and Principal Accounting Officer)
   
         
/s/ Reuven Harrison
 
Director
 
March 19, 2020
Reuven Harrison
       
         
/s/ Ohad Finkelstein
 
Director
 
March 19, 2020
Ohad Finkelstein
       
         

 
Director
 
Yuval Shachar
       
         
/s/ Yair Shamir
 
Director
 
March 19, 2020
Yair Shamir
       
         
/s/ Edouard Cukierman
 
Director
 
March 19, 2020
Edouard Cukierman
       
         
/s/ Tom Schodorf
 
Director
 
March 19, 2020
Tom Schodorf
       
         
/s/ Peter Campbell
 
Director
 
March 19, 2020
Peter Campbell
       
         
/s/ Dafna Gruber
 
Director
 
March 19, 2020
Dafna Gruber
       
         
/s/ Brian Gumbel
 
Director
 
March 19, 2020
Brian Gumbel
       

AUTHORIZED REPRESENTATIVE IN THE UNITED STATES:

Tufin Software North America, Inc.

By: /s/ Reuven Kitov
Name: Reuven Kitov
Title: Chief Executive Officer and Chairman of the Board

Date: March 19, 2020

Exhibit 5.1

Ramat Gan, March 19, 2020
 
Tufin Software Technology Ltd.
5 HaShalom Road, ToHa Tower
Tel Aviv 6789205
Israel
 
RE: Registration on Form S-8
 
Ladies and Gentlemen:
 
We have acted as Israeli counsel to Tufin Software Technology Ltd., an Israeli company (the “Company”), in connection with its filing of a registration statement on Form S-8 on or about March 19, 2020 (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of 1,761,512 of the Company’s ordinary shares, par value NIS 0.015 per share (the “Ordinary Shares”), which may be issued under the Company’s 2019 Equity-Based Incentive Plan (the “Plan”).
 
In our capacity as counsel to the Company, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the Company’s (i) Amended Articles of Association (the “Articles”), (ii) the Plan, (iii) resolutions of the Company’s board of directors and (iv) other statements of corporate officers and other representatives of the Company and other documents provided to us by the Company as we have deemed necessary or appropriate as a basis for this opinion. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals and the conformity with the original documents of all documents submitted to us as copies or facsimiles. As to any facts material to this opinion, to the extent that we did not independently establish relevant facts, we have relied on certificates of public officials and certificates of officers or other representatives of the Company. 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 prepared in accordance with the Company’s Articles and all applicable laws. In addition, we have assumed that the Company will receive the full consideration for the Ordinary Shares (which may consist, in part or in full, of services performed for the Company).

We are admitted to practice law in the State of Israel and the opinion expressed herein is expressly limited to the laws of the State of Israel.
 
On the basis of the foregoing, we are of the opinion that the Ordinary Shares being registered pursuant to the Registration Statement, when issued and paid for in accordance with the Plan, pursuant to agreements with respect to the Plan and, as the case may be, pursuant to the terms of the awards that may be granted under the Plan, 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 this opinion and such 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.
 
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/ Meitar | Law Offices
 
Meitar | Law Offices

Exhibit 23.1
 
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Tufin Software Technologies Ltd. of our report dated March 18, 2020 relating to the financial statements and financial statement schedule, which appears in Tufin Software Technologies Ltd.'s Annual Report on Form 20-F for the year ended December 31, 2019.
 
Tel Aviv, Israel
/s/ Kesselman & Kesselman
March 18, 2020
Certified Public Accountants (Isr.)
 
A member firm of PricewaterhouseCoopers International Limited