zk1516941.htm
Registration No. 333-_____

As filed with the Securities and Exchange Commission on June 11, 2015

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

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

GILAT SATELLITE NETWORKS 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 No.)
   
Gilat House
21 Yegia Kapayim Street, Kiryat Arye
Petah Tikva 4913020, Israel
(Address of Principal Executive Offices) (Zip Code)

GILAT SATELLITE NETWORKS LTD. 2008 SHARE INCENTIVE PLAN
(Full title of the plans)

Gilat North America, LLC
1750 Old Meadow Road
McLean, VA 22102
Attn: Legal Department
(Name and address of agent for service)
 
703-848-1000
(Telephone number, including area code, of agent for service)
 
Copies to:
 
Steven J. Glusband, Esq.
Carter Ledyard & Milburn LLP
2 Wall Street
New York, NY 10005
Tel: 212-238-8605
 
Ran Tal, Adv.
VP General Counsel and Corporate Secretary
Gilat Satellite Networks Ltd.
Gilat House
21 Yegia Kapayim Street
Kiryat Arye
Petah Tikva 4913020, Israel
Tel: 972-3-925-2000
 
Tuvia J. Geffen, Adv.
Naschitz, Brandes, Amir & Co.
5 Tuval Street
Tel-Aviv 6789717, Israel
Tel: 972 3-623-5000
 
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 S      Non-accelerated filer £      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 0.20 per share
   500,000 (3)   $ 5.71 (4)   $ 2,855,000     $ 331.75  
 
(1)
In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended, this Registration Statement also covers an indeterminate number of shares of the Registrant’s ordinary shares, par value NIS 0.20 per share (the “Ordinary Shares”) that may be offered or issued pursuant to the Gilat Satellite Networks Ltd. 2008 Share Incentive Plan (the “2008 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 0.00011620.

(3)
Issuable under options and other share incentive awards that may be granted in the future under the 2008 Plan.

(4)
Pursuant to Rule 457(h) and (c) under the Securities Act of 1933, as amended, the proposed maximum offering price per share is calculated based on the average of the daily high and low sale prices ($5.75 and $5.67) of the Ordinary Shares, as quoted on the NASDAQ Global Select Market on June 8, 2015.

___________________________

This Registration Statement shall become effective immediately upon filing as provided in Rule 462 under the Securities Act of 1933.
 
 
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EXPLANATORY NOTE

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 2008 Share Incentive Plan, or the Plan.  In accordance with General Instruction E of Form S-8, the contents of the Registrant’s Registration Statements on Form S-8 (Files No. 333-158476, 333-180552 and 333-187201) filed with the Securities and Exchange Commission on April 8, 2009, on April 4, 2012 and on March 4, 2013, respectively, are incorporated herein by reference and the information required by Part II is omitted, except as supplemented by the information set forth below.
 
Item 8.   EXHIBITS.

 
4.1
Memorandum of Association, as amended (1)

 
4.2
Articles of Association, as amended and restated (2)

 
4.3
Gilat Satellite Networks Ltd. 2008 Share Incentive Plan (including the Israeli Sub-plan to the Gilat Satellite Networks Ltd. 2008 Share Incentive Plan) (3)

 
4.4
Amendment to Gilat Satellite Networks Ltd. 2008 Share Incentive Plan, dated May 19, 2015
 
 
 
5
Opinion of Naschitz, Brandes, Amir & Co., Advocates

 
23.1
Consent of Naschitz, Brandes, Amir & Co., Advocates (included in Exhibit 5)

 
23.2
Consent of Kost Forer Gabbay & Kasierer, a Member of Ernst & Young Global

 
24
Power of Attorney (included as part of this Registration Statement)

              ______________________________________

 
(1)
Filed as Exhibit 1.1 to the Registrant’s Annual Report on Form 20-F for the year ended December 31, 2000, and incorporated herein by reference.

 
(2)
Filed as Exhibit 1.2 to the Registrant’s Annual Report on Form 20-F for the year ended December 31, 2011, and incorporated herein by reference.

 
(3)
Filed as Exhibit 4.4 to the Registrant’s Registration Statement on Form S-8 (File No. 333-158476), filed with the Securities and Exchange Commission on April 8, 2009, and incorporated herein by reference.

 
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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Petah Tikva, Israel on June 11, 2015.
 
 
By:
/s/ Dov Baharav  
   
Dov Baharav
  
   
Chairman and Chief Executive Officer
  
       
 
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POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Dov Baharav and Yuval Ronen, 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 Gilat Satellite Networks 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, the Registration Statement has been signed by the following persons in the capacities indicated.

Signature
Title
 
/s/ Dov Baharav
Dov Baharav
Chairman of the Board of Directors and Chief Executive Officer
 
/s/ Yuval Ronen
Yuval Ronen
 
Chief Financial Officer and Principal Accounting Officer
 
/s/ Amiram Boehm
Amiram Boehm
 
Director
 
/s/ Dafna Cohen
Dafna Cohen
 
 
Director
 
_____________
Ishay Davidi
 
Director
   
/s/ Gilead Halevy
Gilead Halevy
 
 
Director
 
/s/ Dr. Zvi Lieber
Dr. Zvi Lieber
 
 
Director
 
____________
Amir Ofek
 
 
Director
____________
Kainan Rafaeli
 
Director
Gilat North America, LLC
 
By:             /s/ Moshe Tamir
Name:       Moshe Tamir
Title:         Director
Authorized Representative in the United States
 
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