S-8

As filed with the Securities and Exchange Commission on April 4, 2023  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:

Joshua G. Kiernan Michael J. Rosenberg Latham & Watkins LLP 99 Bishopsgate London EC2M 3XF United Kingdom (+44) (20) 7710-1000 Ido Zemach, Adv. Goldfarb Gross Seligman & Co. Ampa Tower
98 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  ☐ (Do not check if a smaller reporting company)	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.  ☐

EXPLANATORY NOTE - 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 1,600,000 ordinary shares, par value NIS 0.05 per share, of the Registrant, which are reserved for offer, issuance and sale under the Radware Ltd. 1997 Key Employee Share Incentive Plan, as amended and restated (the "Plan").

Pursuant to General Instruction E of Form S-8, 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); Registration Statement on Form S-8 as filed with the Commission on July 21, 2016 (File No. 333-212608); Registration Statement on Form S-8 as filed with the Commission on June 27, 2017 (File No. 333-218987); Registration Statement on Form S-8 as filed with the Commission on April 12, 2018 (File No. 333-224246); Registration Statement on Form S-8 as filed with the Commission on July 15, 2019 (File No. 333-232641); and Registration Statement on Form S-8 as filed with the Commission on October 25, 2022 (File No. 333-267998); all of which were filed to register ordinary shares for offer, issuance and sale under the Plan, are incorporated herein by reference , and made a part of this Registration Statement, 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

Item 1.      Plan Information*

Item 2.      Registrant Information and Employee Plan Annual Information*

* The documents containing the information specified in this Part I of Form S-8 (plan information and registrant information and employee plan annual information) will be sent or given to employees as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). Such documents are not required to be and are not filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Registration Statement on Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

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 previously filed by the Registrant with the Commission:

(i) the Registrant’s Annual Report on Form 20-F for the fiscal year ended December 31, 2022 filed with the Commission on March 30, 2023 (the “Annual Report”);

(ii) all other reports filed by the Registrant with the Commission pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since the end of the fiscal year covered by the Annual Report referred to in clause (a) above; and

(iii) The description of the Registrant's ordinary shares contained in the Registrant's Registration Statement on Form F-1 (No. 333-10752)  filed with the Commission on September 13, 1999, including any subsequent amendment or report filed for the purpose of updating that description.

In addition to the foregoing, all documents, reports and definitive proxy or information statements filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, and, to the extent designated therein, Reports of Foreign Private Issuer on Form 6-K furnished by the Registrant to the Commission, in each case, subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall also be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents.

           Any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement herein or in any other subsequently filed or furnished document which also is or is deemed to be incorporated by reference herein modifies or supersedes that statement. Any such statement so modified or superseded shall not constitute a part of this Registration Statement, except as so modified or superseded.

Item 8. Exhibits.

Exhibit Number           Description

3.1 Memorandum of Association (A)

3.2 Amended and Restated Articles of Association (B)

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

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

5.1 Opinion of Goldfarb Gross Seligman & Co. †

23.1 Consent of Goldfarb Gross 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). †

107 Filing Fee Table. †

_________________

† Filed herewith.
(A) Filed as Exhibit 1.1 to the Annual Report on Form 20-F for the year ended December 31, 2019, filed with the Commission on April 2, 2020, and incorporated herein by reference.   (B) Filed as Exhibit 1.2 to the Annual Report on Form 20-F for the year ended December 31, 2020, filed with the Commission on April 20, 2021, and incorporated herein by reference.   (C) Filed as Exhibit 4.3 to the Registrant’s Annual Report on Form 20-F for the year ended December 31, 2020, filed with the Commission on April 20, 2021, and incorporated herein by reference.   (D) 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 4^th day of April, 2023.

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 Guy Avidan, 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
/s/ Yehuda Zisapel Yehuda Zisapel	Chairman of the Board of Directors	April 4, 2023
/s/ Roy Zisapel Roy Zisapel	Chief Executive Officer, President and Director (Principal Executive Officer)	April 4, 2023
/s/ Guy Avidan           Guy Avidan	Chief Financial Officer (Principal Financial and Accounting Officer)	April 4, 2023
/s/ Stanley B. Stern Stanley B. Stern	Director	April 4, 2023
/s/ Yair Tauman         Yair Tauman	Director	April 4, 2023
/s/ Naama Zeldis           Naama Zeldis	Director	April 4, 2023
/s/ Gabi Seligsohn           Gabi Seligsohn	Director	April 4, 2023
/s/ Yuval Cohen Yuval Cohen	Director	April 4, 2023
/s/ Meir Moshe Meir Moshe	Director	April 4, 2023
Authorized Representative in the United States
RADWARE INC.
By: /s/ Roy Zisapel		April 4, 2023
Name:  Roy Zisapel

EXHIBIT INDEX

 

Exhibit Number           Description

3.1 Memorandum of Association (A)

3.2 Amended and Restated Articles of Association (B)

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

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

5.1 Opinion of Goldfarb Gross Seligman & Co. †

23.1 Consent of Goldfarb Gross 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). †

107 Filing Fee Table. †

__________________

† Filed herewith.
(A) Filed as Exhibit 1.1 to the Annual Report on Form 20-F for the year ended December 31, 2019, filed with the Commission on April 2, 2020, and incorporated herein by reference.   (B) Filed as Exhibit 1.2 to the Annual Report on Form 20-F for the year ended December 31, 2020, filed with the Commission on April 20, 2021, and incorporated herein by reference.   (C) Filed as Exhibit 4.3 to the Registrant’s Annual Report on Form 20-F for the year ended December 31, 2020, filed with the Commission on April 20, 2021, and incorporated herein by reference.   (D) 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 Gross Seligman & Co.]

April 4, 2023

Radware Ltd.

22 Raoul Wallenberg Street

Tel Aviv 6971917

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 1,600,000 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 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 it 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 Gross Seligman & Co.          

Goldfarb Gross 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 Key Employee Share Incentive Plan (1997) as amended and restated, of Radware Ltd. of our reports dated March 30, 2023, 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. and its subsidiaries included in its Annual Report (Form 20-F) for the year ended December 31, 2022, filed with the Securities and Exchange Commission.

	/s/Kost Forer Gabbay & Kasierer
Tel-Aviv, Israel	Kost Forer Gabbay & Kasierer
April 4, 2023	A Member of Ernst & Young Global

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Table

Form S-8

(Form Type)

Radware Ltd.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

	Security Type	Security Class Title	Fee Calculation or Carry Forward Rule	Amount Registered(1)		Proposed Maximum Offering Price Per Unit (2)		Maximum Aggregate Offering Price		Fee Rate		Amount ofRegistrationFee
Radware Ltd. Key Employee Share Incentive Plan (1997)	Equity	ordinary shares, par value NIS 0.05 per  share	457(c) and 457(h)		1,600,000	$	20.345	$	32,552,000	$	0.00011020	$	3,587.23
Total Offering Amounts					1,600,000				32,552,000			$	3,587.23
Total Fees Previously Paid												None
Total Fee Offsets												None
Net Fee Due												$	3,587.23

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this Registration Statement shall also cover any additional ordinary shares that become issuable under the Radware Ltd. Key Employee Share Incentive Plan (1997) (the “Plan”) to prevent dilution resulting from any share dividend, share split, recapitalization or other similar transaction effected without the receipt of consideration that increases the number of outstanding ordinary shares.

(2) Estimated in accordance with Rules 457(c) and 457(h) solely for the purpose of calculating the registration fee on the basis of $20.345 per share, which represents the average of the high ($20.69) and low ($20.00) prices of the ordinary shares as reported on the Nasdaq on March 28, 2023, which is a date within five business days prior to the filing of this Registration Statement.