S-8

As filed with the Securities and Exchange Commission on June 27, 2017     Registration No. 333-____

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

_______________

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

_____________

RADWARE LTD.

(Exact name of registrant as specified in its charter)

Israel (State or Other Jurisdiction of Incorporation or Organization) None (I.R.S. Employer Identification Number)

22 Raoul Wallenberg Street

Tel Aviv 69710, Israel

972-3-766-8666

(Address of Principal Executive Offices; Zip Code)

_______________

Radware Ltd. Key Employee Share Incentive Plan (1997)

 (Full Title of the Plan)

_______________

Roy Zisapel

Radware, Inc.

575 Corporate Drive, Suite 205

Mahwah, New Jersey 07430

(Name and Address of Agent for Service)

(201) 512-9771

(Telephone Number, Including Area Code, of Agent for Service)

Copies of all communications, including all communications sent to the agent for service, should be sent to:

Ido Zemach, Adv.

Goldfarb Seligman & Co.

Ampa Tower98 Yigal Alon Street Tel Aviv 6789141, Israel

Fax: (+972 3) 608-9908

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  ☐
(Do not check if a 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 Each Class of Securities to be Registered	Amount to be Registered			Proposed Maximum Offering Price Per Share			Proposed Maximum Aggregate Offering Price		Amount of Registration Fee
Ordinary Shares, par value NIS 0.05 per share		21,072	(1)	$	12.46	(2)	$	262,557.12	$	30.43	(4)
Ordinary Shares, par value NIS 0.05 per share		50,000	(1)	$	13.00	(2)	$	650,000	$	75.34	(4)
Ordinary Shares, par value NIS 0.05 per share		60,000	(1)	$	13.43	(2)	$	805,800	$	93.39	(4)
Ordinary Shares, par value NIS 0.05 per share		572,600	(1)	$	13.35	(2)	$	7,644,210	$	885.96	(4)
Ordinary Shares, par value NIS 0.05 per share		60,000	(1)	$	14.38	(2)	$	862,800	$	100	(4)
Ordinary Shares, par value NIS 0.05 per share		421,800	(1)	$	14.70	(2)	$	6,200,460	$	718.63	(4)
Ordinary Shares, par value NIS 0.05 per share		120,000	(1)	$	14.68	(2)	$	1,761,600	$	204.17	(4)
Ordinary Shares, par value NIS 0.05 per share		193,750	(1)	$	15.17	(2)	$	2,939,187.50	$	340.65	(4)
Ordinary Shares, par value NIS 0.05 per share		328,031	(1)	$	17.88	(3)	$	5,865,194.28	$	679.78	(4)
Total		1,827,253	(1)		N/A		$	26,991,809	$	3,128.35	(4)

(1) Plus such number of Ordinary Shares, par value NIS 0.05 per share (the "Ordinary Shares") of the Registrant, as may be issued to prevent dilution resulting from stock dividends, stock splits or similar transactions in accordance with Rule 416 under the Securities Act of 1933, as amended (the "Securities Act").

(2) Pursuant to Rule 457(c) and (h) under the Securities Act, 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 relevant option.

(3) Estimated in accordance with Rules 457(c) and 457(h)(1) promulgated under the Securities Act, solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the Ordinary Shares as reported on the Nasdaq Global Select Market on June 20, 2017, a date within 5 business days prior to the filing of this Registration Statement.

(4) Calculated pursuant to Section 6 of the Securities Act as follows: proposed maximum aggregate offering price multiplied by 0.0001159.

________________________________

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

REGISTRATION OF ADDITIONAL SECURITIES

This Registration Statement is filed by Radware Ltd. (the "Registrant" or "we") in accordance with the provisions of General Instruction E to Form S-8 for the purpose of registering an additional 1,827,253 ordinary shares, par value NIS 0.05 per share, of the Registrant, which are reserved for offer and sale under the Radware Ltd. 1997 Key Employee Share Incentive Plan, as amended and restated (the "Plan"). The contents of the Registrant's Registration Statement on Form S-8 as filed with the Securities and Exchange Commission (the "Commission") on August 15, 2001 (File No. 333-13818); Post-Effective Amendment No. 1 to Registration Statement on Form S-8 as filed with the Commission on June 10, 2003 (File No. 333-13818); Registration Statement on Form S-8 as filed with the Commission on April 21, 2004 (File No. 333-114668); Registration Statement on Form S-8 as filed with the Commission on June 22, 2006 (File No. 333-135218); Registration Statement on Form S-8 as filed with the Commission on September 9, 2009 (File No. 333-161796); Registration Statement on Form S-8 as filed with the Commission on May 10, 2010 (File No. 333-166674); Registration Statement on Form S-8 as filed with the Commission on December 30, 2013 (File No. 333-193124); and Registration Statement on Form S-8 as filed with the Commission on July 21, 2016 (File No. 333-212608); all of which were filed to register ordinary shares for issuance under the Plan, are 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 8. Exhibits.

Exhibit Number           Description

4.1 Radware Ltd. Key Employee Share Incentive Plan (1997), as amended and restated (A)

4.2 2010 Addendum to Radware Ltd. Key Employee Share Incentive Plan (1997) (B)

5.1 Opinion of Goldfarb Seligman & Co.

23.1 Consent of Goldfarb Seligman & Co. (included in Exhibit 5.1 above).

23.2 Consent of Kost, Forer, Gabbay & Kasierer (a Member of Ernst & Young Global), Independent   Registered Public Accounting Firm.

24.1 Power of Attorney (contained in Signature Page hereto).

_____________________

(A) Filed as Exhibit 4.6 to the Registrant's Annual Report on Form 20-F for the year ended December 31, 2012, filed with the Commission on March 28, 2013, and incorporated herein by reference.

(B) Filed as Exhibit 4.8 to the Registrant's Annual Report on Form 20-F for the year ended December 31, 2009, filed with the Commission on April 29, 2010, and incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Act, 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 Tel Aviv, State of Israel, on this 27th day of June, 2017.

RADWARE LTD.
By:	/s/ Roy Zisapel
	Name: Roy Zisapel
	Title: CEO & President

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

That the undersigned officers and directors of Radware Ltd., an Israeli corporation, do hereby constitute and appoint Roy Zisapel, President and Chief Executive Officer, and Doron Abramovitch, Chief Financial Officer, and each of them, the 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, 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 in this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, 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, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
	Chairman of the Board of Directors	_________, 2017
Yehuda Zisapel
/s/ Roy Zisapel	Chief Executive Officer, President and Director (Principal Executive Officer)	June 27, 2017
Roy Zisapel
/s/ Doron Abramovitch	Chief Financial Officer (Principal Financial and Accounting Officer)	June 27, 2017
Doron Abramovitch
/s/ David Rubner	Director	June 27, 2017
David Rubner
/s/ Yair Tauman	Director	June 27, 2017
Yair Tauman
/s/ Yael Langer	Director	June 27, 2017
Yael Langer
/s/ Joel Maryles	Director	June 27, 2017
Joel Maryles
/s/ Avraham Asheri	Director	June 27, 2017
Avraham Asheri
Authorized Representative in the United States RADWARE INC. By: /s/ Roy Zisapel Name:  Roy Zisapel		June 27, 2017

EXHIBIT INDEX

Exhibit Number           Description

4.1 Radware Ltd. Key Employee Share Incentive Plan (1997), as amended and restated (A)

4.2 2010 Addendum to Radware Ltd. Key Employee Share Incentive Plan (1997) (B)

5.1 Opinion of Goldfarb Seligman & Co.

23.1 Consent of Goldfarb Seligman & Co. (included in Exhibit 5.1 above).

23.2 Consent of Kost, Forer, Gabbay & Kasierer (a Member of Ernst & Young Global), Independent   Registered Public Accounting Firm.

24.1 Power of Attorney (contained in Signature Page hereto).

_____________________

(A) Filed as Exhibit 4.6 to the Registrant's Annual Report on Form 20-F for the year ended December 31, 2012, filed with the Commission on March 28, 2013, and incorporated herein by reference.

(B) Filed as Exhibit 4.8 to the Registrant's Annual Report on Form 20-F for the year ended December 31, 2009, filed with the Commission on April 29, 2010, and incorporated herein by reference.

EX-5.1

EXHIBIT 5.1

[Letterhead of Goldfarb Seligman & Co.]

June 27, 2017

Radware Ltd.

22 Raoul Wallenberg Street

Tel Aviv 69701

Israel

Ladies and Gentlemen:

We have acted as Israeli counsel to Radware Ltd., an Israeli company (the "Company"), in connection with the Registration Statement on Form S-8 (the "Registration Statement") to be filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act"), relating to 1,827,253 Ordinary Shares, nominal value NIS 0.05 each of the Company (the "Shares"), to be issued upon the exercise of share options and restricted stock units granted or to be granted under the Radware Ltd. Key Employee Share Incentive Plan (1997), as amended and restated (the "Plan").

As counsel for the Company, we have examined such corporate records, other documents, and such questions of Israeli law as we have considered necessary or appropriate for the purposes of this opinion. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all copies submitted to us, and, as to matters of fact, the accuracy of all statements and representations made by officers of the Company.

Upon the basis of such examination and subject to the limitations, qualifications and assumptions set forth herein, we advise you that is our opinion that the Shares, when paid for and issued in accordance with the terms of the Plan, will be duly authorized, validly issued, fully paid and non-assessable.

We are members of the Israel Bar and we express no opinion as to any matter relating to the laws of any jurisdiction other than the laws of the State of Israel. In rendering the opinion above, we have also assumed that each individual grant or award under the Plan that will be made following the date hereof will be duly authorized by all necessary corporate action. Our opinion expressed herein is as of the date hereof, and we undertake no obligation to advise you of any changes in applicable law or any other matters that may come to our attention after the date hereof that may affect our opinion expressed herein.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.  This consent is not to be construed as an admission that we are a party whose consent is required to be filed with the Registration Statement under the provisions of the Securities Act.

Very truly yours,

/s/ Goldfarb Seligman & Co.

Goldfarb Seligman & Co.

EX-23.2

EXHIBIT 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the Radware Ltd. Key Employee Share Incentive Plan (1997) as amended and restated, of our reports dated April 27, 2017, with respect to the consolidated financial statements of Radware Ltd. and its subsidiaries, and the effectiveness of internal control over financial reporting of Radware Ltd., included in its Amendment No. 1 to the Annual Report on Form 20-F for the year ended December 31, 2016, filed with the Securities and Exchange Commission.

  Tel-Aviv, Israel June 27, 2017 /s/ Kost, Forer, Gabbay & Kassierer Kost, Forer, Gabbay & Kassierer A Member of Ernst & Young Global