As filed with the Securities and Exchange
Commission on May 14, 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
Cyren Ltd.
(Exact name of registrant as specified in its charter)
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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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10 Ha-Menofim St., 5th Floor
Herzliya, Israel
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4672561
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(Address of principal executive offices)
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(Zip Code)
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Cyren Ltd. 2016 Equity Incentive Plan,
as amended and restated
Cyren Ltd. 2016 Non-Employee Director
Equity Incentive Plan, as amended and restated
(Full Title of the Plans)
J. Michael Myshrall
Cyren Inc.
1430 Spring Hill Road, Suite 330,
McLean, Virginia 22102
(703) 760-3320
(Name, Address, Including Zip Code, and
Telephone Number, Including Area Code, of Agent for Service)
Copies of communications to:
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Laurie L. Green, Esq.
Greenberg Traurig, P.A.
401 East Las Olas Blvd.
Suite 2000
Fort Lauderdale, FL 33301
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Eric Spindel
General Counsel and Corporate Secretary
Cyren Ltd.
10 Ha-Menofim St., 5th Floor
Herzliya, Israel 4672561
+972–9–863–6888
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Adv. Adrian Daniels
Yigal Arnon & Co.
1 Azrieli Center
132 Menachem Begin Road
Tel Aviv, Israel
+972-3-608-7856
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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.
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☒
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Emerging growth company
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☐
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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
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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 (3)
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Proposed maximum aggregate offering price (3)
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Amount of registration fee
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Ordinary Shares, par value ILS 0.15 per share
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7,750,000
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(2)
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$
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0.94
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(3)
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$
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7,285,000
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(3)
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$
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945.59
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(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional Ordinary Shares, par value ILS 0.15 per share (“Ordinary Shares”), of Cyren Ltd., an Israeli corporation (the “Registrant”), that become issuable under the terms of the Cyren Ltd. 2016 Equity Incentive Plan and the Cyren Ltd. 2016 Non-Employee Director Equity Incentive Plan, each as amended and restated (together, the “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 Ordinary Shares of the Registrant.
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(2)
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Represents an additional 7,750,000 Ordinary Shares issuable under the Plans over and above the number of Ordinary Shares issuable under the Plans that were previously registered under the Securities Act. The number of shares to be registered under the respective plans are as follows: 2016 Equity Incentive Plan — 7,000,000; and 2016 Non-Employee Director Equity Incentive Plan — 750,000.
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(3)
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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 the average of the high and low prices of the Registrant’s Ordinary Shares as quoted on the Nasdaq Capital Market on May 11, 2020.
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EXPLANATORY NOTE
On July 30, 2019, the shareholders of the Registrant approved
amendments to the Cyren Ltd. 2016 Equity Incentive Plan and the Cyren Ltd. 2016 Non-Employee Director Equity Incentive Plan, each
as amended and restated (together, the “Plans”) to increase the number of Ordinary Shares available for issuance under
the Plans by an aggregate of 7,750,000 Ordinary Shares. The number of shares to be registered under the respective plans are as
follows: 2016 Equity Incentive Plan — 7,000,000; and 2016 Non-Employee Director Equity Incentive Plan — 750,000. Pursuant
to General Instruction E of Form S-8, this Registration Statement registers the offer and sale of such additional Ordinary Shares.
Such additional Ordinary Shares are of the same class of securities
as the Ordinary Shares issuable under the Plans for which the currently effective registration statement on Form S-8 (File No.
333-223050) filed with the Securities and Exchange Commission (the “Commission”) on February 15, 2018 (the “Prior
Registration Statement”) was filed. As permitted by General Instruction E of Form S-8, the contents of the Prior Registration
Statement, including any amendments thereto or filings incorporated therein, are incorporated by reference into this Registration
Statement, except as amended hereby.
PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed with the Commission by the Registrant
pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than
information furnished pursuant to Items 2.02, 7.01 or 9.01 of Form 8-K, are incorporated herein by reference:
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Commission Filing
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Period Covered or Date of Filing
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Annual Report on Form 10-K
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Year ended December 31, 2019
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Quarterly Report on Form 10-Q
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Quarter ended March 31, 2020
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Current Reports on Form 8-K
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March 17, 2020, March 19, 2020 and April 30, 2020
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Description of Registrant’s Ordinary Shares and any amendment or report filed for the purpose of updating such description
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Form 8-A filed on June 25, 1999 and Form F-1 (File No. 333-78531) filed on May 14, 1999, as amended, as updated by Exhibit 4.1 to the Annual Report on Form 10-K for the year ended December 31, 2019
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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 (not including any information furnished under Items 2.02, 7.01 or 9.01
of Form 8-K, which information is not incorporated by reference herein) 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 contained herein or in a document all or a portion
of which is 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 or is 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 6. Indemnification of Directors and Officers
Under the Israeli Companies Law 1999,
as amended (the “Companies Law”), a company may not exculpate an office holder from liability for a breach of the duty
of loyalty. An Israeli company may exculpate an office holder in advance from liability to the company, in whole or in part, for
damages caused to the company as a result of a breach of duty of care but only if a provision authorizing such exculpation is included
in its articles of association. Our amended and restated articles of association include such a provision. The company may not
exculpate in advance a director from liability arising out of a prohibited dividend or distribution to shareholders.
Under the Companies Law, a company
may indemnify an office holder in respect of the following liabilities and expenses incurred for acts performed by him or her as
an office holder, either pursuant to an undertaking made in advance of an event or following an event, provided its articles of
association include a provision authorizing such indemnification:
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·
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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 foreseen
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, (1) provided
that (i) no indictment was filed against such office holder as a result of such investigation or proceeding; and (ii) no financial
liability was imposed upon him or her as a substitute for the criminal proceeding as a result of such investigation or proceeding;
or (2) provided that (i) no indictment was filed against such office holder as a result of such investigation or proceeding; and
(ii) a financial liability was imposed, but it was imposed with respect to an offense that does not require proof of criminal intent
or in connection with a monetary sanction;
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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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payments which the office holder is obligated to make to an injured party as set forth in Section 52(54)(a)(1)(a) of the Israeli
Securities Law 1968, as amended (the “Securities Law”), and expenses the office holder incurred in connection with
a proceeding under Chapters H'3, H'4 or I'1 of the Securities Law, including reasonable litigation expenses, including attorney's
fees, or in connection with Article D of Chapter Four of Part Nine of the Companies Law; and
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expenses incurred by the office holder in connection with a proceeding under Chapter G'1 of the Restrictive Trade Law 1988
(the “Restrictive Trade Law”), including reasonable litigation expenses, including attorney's fees.
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Under the Companies Law, a company
may insure an office holder against the following liabilities incurred for acts performed by him or her as an office holder if
and to the extent provided in the company’s articles of association:
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a breach of the duty of loyalty to the company, provided that the office holder acted in good faith and had a reasonable basis
to believe that the act would not harm the company;
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a breach of duty of care to the company or to a third party, to the extent such a breach arises out of the negligent conduct
of the office holder;
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a financial liability imposed on the office holder in favor of a third party;
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a payment which the office holder is obligated to make to an injured party as set forth in Section
52(54)(a)(1)(a) of the Securities Law and expenses that the office holder incurred in connection with a proceeding under Chapters
H'3, H'4 or I'1 of the Securities Law, including reasonable litigation expenses, including attorney's fees, or in connection with
Article D of Chapter Four of Part Nine of the Companies Law; and
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·
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Expenses incurred by the office holder in connection with a proceeding under Chapter G'1, of the
Restrictive Trade Law, including reasonable litigation expenses, including attorney's fees.
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Under the Companies Law, a company
may not indemnify or insure an office holder against any of the following:
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a breach of the duty of loyalty, except for indemnification and insurance for 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 harm the
company;
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·
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a breach of duty of care committed intentionally or recklessly, excluding a breach arising out of the negligent conduct of
the office holder;
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an act or omission committed with intent to derive illegal personal benefit; or
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a fine or forfeit levied against the office holder.
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Further, the Securities Law, prohibits
companies from exempting or indemnifying in advance or entering into a contract to insure the liability of an office holder of
the company for (A) financial sanctions pursuant to the provisions of Chapter H’3 of the Securities Law; (B) administrative
infringements pursuant to the provisions of Chapter H’4 of the Securities Law or (C) infringements pursuant to the provisions
of Chapter I’1 of the Securities Law.
Under the Israeli Companies Law, exculpation,
indemnification and insurance of office holders in a public company must be approved by the compensation committee and the board
of directors and, with respect to certain office holders or under certain circumstances, also by the shareholders.
The Company’s amended and restated
articles of association permit it to exculpate, indemnify and insure its office holders to the fullest extent permitted or to be
permitted by the Israeli Companies Law.
The Company has obtained directors’
and officers’ liability insurance for the benefit of its office holders and intends to continue to maintain such coverage
and pay all premiums thereunder to the fullest extent permitted by the Israeli Companies Law.
Item 8. Exhibits
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Exhibit
Number
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Description
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Method of Filing
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4.1
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Memorandum of Association.
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Incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form F-1 (File No. 333–78531) filed on June 03, 1999.
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4.2
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Amended and Restated Articles of Association, as amended on July 30, 2019.
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Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on August 02, 2019.
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5.1
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Opinion of Yigal Arnon & Co., Israeli counsel to the Registrant, as to the validity of the Ordinary Shares (including consent).
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Filed herewith.
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10.1
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Cyren Ltd. 2016 Equity Incentive Plan, as amended and restated.
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Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on August 02, 2019.
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10.2
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Cyren Ltd. 2016 Non-Employee Director Equity Incentive Plan, as amended and restated.
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Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on August 02, 2019.
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23.1
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Consent of Kost, Forer, Gabbay and Kasierer, a member of Ernst & Young Global.
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Filed herewith.
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24.1
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Powers of Attorney (included on signature pages hereof).
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Filed herewith.
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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 the City of McLean, Commonwealth of Virginia on May 14, 2020.
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CYREN LTD.
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By:
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/s/ Brett Jackson
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Name:
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Brett Jackson
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Title:
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Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each
person whose signature appears below hereby constitutes and appoints Brett Jackson and J. Michael Myshrall, and each of them severally,
acting alone and without the other, his or her true and lawful attorneys-in-fact and agents, with full power to act separately
and full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities,
to sign any and all amendments (including post-effective amendments) to this registration statement and all additional registration
statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto,
and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact
and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or either of them or his or her or their substitute or substitutes may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements
of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities
and on the dates indicated:
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Signature
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Title
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Date
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/s/ Brett Jackson
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Chief Executive Officer and Director
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May 14, 2020
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Brett Jackson
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(Principal Executive Officer)
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/s/ J. Michael Myshrall
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Chief Financial Officer
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May 14, 2020
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J. Michael Myshrall
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(Principal Financial and Accounting Officer)
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/s/ Lior Samuelson
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Chairman of the Board
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May 14, 2020
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Lior Samuelson
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/s/ Hila Karah
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Director
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May 14, 2020
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Hila Karah
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/s/ Todd Thomson
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Director
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May 14, 2020
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Todd Thomson
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/s/ James Hamilton
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Director
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May 14, 2020
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James Hamilton
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/s/ David Earhart
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Director
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May 14, 2020
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David Earhart
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/s/ John Becker
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Director
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May 14, 2020
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John Becker
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/s/ Cary Davis
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Director
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May 14, 2020
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Cary Davis
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/s/ Brian Chang
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Director
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May 14, 2020
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Brian Chang
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/s/ Rajveer Kushwaha
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Director
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May 14, 2020
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Rajveer Kushwaha
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/s/ Lauren Zletz
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Director
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May 14, 2020
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Lauren Zletz
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4
Exhibit 5.1
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
Niv Zecler
Ofer Argov
David Osborne
Gil Oren
Ronit Amir Yaniv
Orly Tsioni
Mordehai Baicz
Barak Platt
Benjamin Horef
Yoran Gill
Asaf Eylon
Daniel Marcovici
Adrian Daniels
Yuval Shalheveth
Jacob Ben Chitrit
Peter Sugarman
Ben Sandler
Boaz Fiel
Joeri Kreisberg
Simon Weintraub
Ruth Loven
Yarom Romem
Adam Spruch
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Yuval Bargil
Eliran Furman
Eran Lempert
Ofir Levy
Daniel Green
Hanital Belinson
Yoheved Novogroder
Oren Roth
Dror Varsano
Odelia Sidi
Shira Lahat
Micki Shapira
Eran Zach
Ido Chitman
Aner Hefetz
David Akrish
Nir Rosner
Assaf Mesica
Liron Hacohen
Guy Fuhrer
Ezra Gross
David Roness
Eli Greenbaum
Lee Maor
Nimrod Vromen
Guy Sagiv
Shani Rapoport
Lior Gelbard
Keren Tal
Naftali Nir
Yael Hoefler
Sagi Schiff
Netanella Treistman
Daniel Damboritz
Yulia Lazbin
Joshua Lieberman
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Eyal Aichel
Roy Masuri
Avi Anouchi
Sivan Gilron Dotan
Tomer Bar-Nathan
Edan Regev
Michal Sagmon
Hila Rot
Neta Goshen
Chen Lanir
Daphna Livneh
Tamar Gilboa
Adi Samuel
Rachel Cohen
Alona Toledano
Elad Offek
Yuval Shamir
Liat Pillersdorf
Lihi Katzenelson
Inbar Hakimian-Nahari
Shahar Uziely
Yehudit Biton
Gitit Ramot-Adler
Omri Schnaider
Shiran Sofer
Rinat Michael
Adi Attar
Daniella Milner
Amos Oseasohn
Guy Kortany
Ofir Paz
Goor Koren
Adi Daniel
Dafna Shaham
Miriam Friedmann
Roni Osborne
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Ortal Zanzuri
Roey Sasson
Shir Eshkol
Moshe Medved
Lior Sofer
Nir Rodnizky
Noam Shochat
Noa Slavin
Michael Horowitz
Guy Fatal
Shani Lorch
Itamar Cohen
Shai Margalit
Yonatan Whitefield
Moshe Lankry
Nir Kamhi
Shira Teger
Rachel Lerman
Ravid Saar
Sophie Blackston
Elad Morgenstern
Ron Ashkenazi
Sara Haber
Carmel Nudler
Yehonatan Cohen
David Shmulevitz
Tair Cherbakovsky
Ophir Dagan
Liad Kalderon
Nataly Damary
Shiran Glitman
Dani Weissberg
Lareine Khoury
Nohar Hadar
Shirley Youseri
Nitzan Kahana
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Tali Har-Oz
Niv Blacher
Tal Alon
Ohad Sarusi
Mor Ido
Nechemia Englman
Natalie Korenfeld
Moshe Pasker
Mazi Ohayon
Nitzan Fisher-Conforti
Victoria Savu
Derora Tropp
Hila Amiel
Chaim Cohen
Shine Shaham
Michal Mor
Daniel Siso
Maytal Spivak
Avraham Schoen
Omer Razin
Elan Loshinsky
Ariel Even
Noah Zivan
Josh Hauser
Eitan Cohen
Itai Guttel
Dor Brown
Dror Kanarik Sarig
Artium Gorelik
Maor Alev
Tamar Drori
Vered Glaubach
Yair Taitelbaum
Gilad Lindenfeld
Gabi Priel
Regina Pevzner
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Sophy Litvin
Igal Lavi
Maor Layani
Areen Nashef
Tal Slabbaert
David Chesterman
Noam Kolt
Stav Ben Hamo
Ido Zahavi
Guy Yarom
Ben Nachshon
Danielle Berkowicz
Inbar Rosenthal
Dan Shimon
Lital Gamniel
Matan Zigel
Avital Salzman
Aharon Topper
Rotem Cohen
Gidon Weinstock Of Counsel
Roy Keidar Of Counsel
Paul H. Baris (1934-2010)
Rami Kook
Nira Kuritzky
Eran Ilan
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Tel Aviv | May 14, 2020
Cyren Ltd.
10 Ha-Menofim St., 5th Floor
Herzliya,
Israel 4672561
Ladies and Gentlemen:
Re: Cyren Ltd. Form S-8
We refer to the Registration Statement on
Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission under the Securities
Act of 1933, as amended (the “Securities Act”), on behalf of Cyren Ltd., a company organized under the laws of the
State of Israel (the “Company”), for the purpose of registering under the Securities Act 7,750,000 of the Company’s
Ordinary Shares, nominal value NIS 0.15 per share (the “Shares”), available for issuance under the Cyren Ltd. 2016
Non-Employee Director Equity Incentive Plan and the Cyren Ltd. 2016 Equity Incentive Plan (together, the “Plans”).
In rendering an opinion on the matters hereinafter
set forth, we have assumed the authenticity of all original documents submitted to us as certified, conformed or photographic copies
thereof, the genuineness of all signatures and the due authenticity of all persons executing such documents. We have assumed the
same to have been properly given and to be accurate, we have assumed the truth of all facts communicated to us by the Company,
we have assumed that all consents, minutes and protocols of meetings of the Company’s board of directors and shareholders meetings
of the Company which have been provided to us are true, accurate and have been properly prepared in accordance with the Company’s
incorporation documents and all applicable laws, and we have also assumed the compliance of any grant of Shares with the Company’s
compensation policy, as in effect from time to time.
As outside Israeli counsel to the Company,
we have performed such investigations, and have examined such corporate records, certificates and other documents, and such questions
of law, as we have considered necessary or appropriate for the purpose of our opinion.
Upon the basis of such examination, we are
of the opinion that, the Shares have been duly and validly authorized for issuance and, when issued in accordance with the applicable
grant or option agreement, pursuant to the terms of the Plans and in accordance with the Registration Statement, the Shares will
be legally and validly issued, fully paid and non-assessable.
The above opinion is based on facts existing
on the date hereof and of which we are aware. We express no opinion as to any laws other than the laws of the State of Israel as
the same are in force on the date hereof and we have not, for purpose of giving this opinion, made any investigation of 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.
We 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 of the Commission thereunder.
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Very truly yours,
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/s/ Yigal Arnon & Co.
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Yigal Arnon & Co.
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1 Azrieli Center, Tel Aviv, 6702101 | Phone: +972-3-6087777 | Fax: +972-3-6087724
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31 Hillel Street, Jerusalem, 9458131 | Phone: +972-2-6239239 | Fax: +972-2-6239233
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www.arnon.co.il | info@arnon.co.il
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