(Exact Name of Registrant as Specified in its charter)
|
||
Israel
|
N/A
|
|
(State or Other Jurisdiction of
|
(I.R.S. Employer
|
|
Incorporation or Organization)
|
Identification No.)
|
Copies to:
|
|
Todd Lenson, Esq.
|
Doron Arazi
|
Kramer Levin Naftalis & Frankel LLP
|
Ceragon Networks Ltd.
|
1177 Avenue of the Americas
|
Nitzba City, Plot 300, POB 112
|
New York, New York 10036
|
Rosh Ha’Ayin 4810002, Israel
|
Tel: 212-715-9216
|
Tel: 972-3-543-1000
|
Fax: 212-715-8216
|
Fax: 972-3-543-1600
|
Large accelerated filer ☐
|
Accelerated filer ☒
|
Non-accelerated filing ☐
|
Smaller reporting company ☐
Emerging growth company ☐
|
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 NIS 0.01 per share (“Ordinary Shares”)
|
3,000,000
|
(2)
|
$
|
3.610
|
(3)
|
$
|
10,830,000
|
(3)
|
$
|
1,200.1
|
(1) |
Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional Ordinary Shares that may become issuable under the Ceragon Networks Ltd. Amended and
Restated Share Option and RSU Plan (the “Plan”), by reason of any share dividend, share split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration that increases the number of Ordinary
Shares of the Registrant.
|
(2) |
Represents an additional 3,000,000 Ordinary Shares issuable under the Plan, over and above the number of Ordinary Shares issuable under the Plan that were previously registered under the Securities Act.
|
(3) |
Pursuant to Rule 457(c) and 457(h) of the Securities Act, the proposed maximum offering price per Ordinary Share and the proposed maximum aggregate offering price are based on the average of the high and low prices per share of the
Ordinary Shares of the Registrant as reported by The Nasdaq Global Select Market on September 24, 2021, which is within five (5) business days prior to the date of this Registration Statement.
|
• |
a breach of the duty of care to the Registrant or to another person;
|
• |
a breach of duty of loyalty to the Registrant, provided that the officer acted in good faith and had reasonable grounds to assume that the act would not prejudice the Registrant’s interests;
|
• |
monetary liabilities or obligations imposed upon him or her in favor of another person; and/or
|
• |
any other event, occurrence or circumstance in respect of which the Registrant may lawfully insure an office holder.
|
• |
a financial liability imposed on him or her in favor of another person by any judgment, including a settlement or an arbitration award approved by a court.
|
• |
reasonable litigation expenses, including attorney’s fees, incurred by the office holder as a result of an investigation or proceeding instituted against him by a competent authority which concluded without the filing of an indictment
against him and without the imposition of any financial liability in lieu of criminal proceedings, or which concluded without the filing of an indictment against him but with the imposition of a financial liability in lieu of criminal
proceedings concerning a criminal offense that does not require proof of criminal intent or in connection with a financial sanction (the phrases “proceeding concluded without the filing of an indictment” and “financial liability in lieu of
criminal proceeding” shall have the meaning ascribed to such phrases in section 260(a)(1a) of the Companies Law);
|
• |
reasonable litigation expenses, including attorneys’ fees, expended by an office holder or charged to the office holder by a court, in a proceeding instituted against the office holder by the Company or on its behalf or by another person,
or in a criminal charge from which the office holder was acquitted, or in a criminal proceeding in which the office holder was convicted of an offense that does not require proof of criminal intent;
|
• |
expenses, including reasonable litigation expenses and legal fees, incurred by an office holder in relation to an administrative proceeding instituted against such office holder, or payment required to be made to an injured party, pursuant
to certain provisions of the Securities Law; and/or
|
• |
any other event, occurrence or circumstance in respect of which we may lawfully indemnify an office holder.
|
• |
a breach by the office holder of his or her duty of loyalty, except that the company may enter into an insurance contract or indemnify an office holder if the office holder acted in good faith and had a reasonable basis to believe that the
act would not prejudice the Registrant;
|
• |
a breach by the office holder of his or her duty of care, if such breach was intentional or reckless, but unless such breach was solely negligent;
|
• |
any act or omission intended to derive an illegal personal benefit; or
|
• |
any fine, civil fine, financial sanction or monetary settlement in lieu of criminal proceedings imposed on such office holder.
|
EXHIBIT NO.
|
DESCRIPTION
|
4.1
|
Articles of Association of the Registrant, as amended September 20, 2016 (incorporated herein by reference to Exhibit 1.2 to the Registrant’s Annual Report on Form
20-F for the year ended December 31, 2016 (No. 000-30862), filed with the Commission on April 7, 2017)
|
4.2
|
Ceragon Networks Ltd. Amended and Restated Share Option and RSU Plan (incorporated herein by reference to Exhibits 4.6, 4.7 and 4.8 to the Registrant’s Annual Report
on Form 20-F for the year ended December 31, 2014, filed with the Commission on April 2, 2015)
|
5.1
|
Opinion of Shibolet & Co., Law Firm
|
23.1
|
Consent of Kost Forer Gabbay & Kasierer, Independent Registered Public Accounting Firm, a Member of Ernst & Young Global
|
23.2
|
Consent of Mazars Independent Registered Public Accounting Firm
|
23.3
|
Consent of Shibolet & Co., Law Firm (included in Exhibit 5.1)
|
24.1
|
Power of Attorney (included in the signature pages to this Registration Statement)
|
|
Ceragon Networks Ltd.
By: /s/ Doron Arazi
Doron Arazi President and Chief Executive Officer |
Name
|
Title
|
Date
|
/s/ Zohar Zisapel
Zohar Zisapel
|
Chairman of the Board of Directors
|
September 29, 2021
|
/s/ Doron Arazi
Doron Arazi
|
President and Chief Executive Officer (principal executive officer)
|
September 29, 2021
|
/s/ Ran Vered
Ran Vered |
Chief Financial Officer (principal financial and accounting officer)
|
September 29, 2021
|
/s/Shlomo Liran
Shlomo Liran |
Director
|
September 29, 2021
|
/s/ Yael Langer
Yael Langer |
Director
|
September 29, 2021
|
/s/ Rami Hadar
Rami Hadar |
Director
|
September 29, 2021
|
/s/ Ilan Rosen
Ilan Rosen |
Director
|
September 29, 2021
|
/s/ David Ripstein
David Ripstein |
Director
|
September 29, 2021
|
/s/ Ira Palti
Ira Palti |
Director
|
September 29, 2021
|
|
Ceragon Networks, Inc.
By: /s/ Ronen Rotstein
Ronen Rotstein
Acting Regional President North America
|
EXHIBIT NO.
|
DESCRIPTION
|
|
Very truly yours,
/s/Shibolet & Co., Law Firm
Shibolet & Co., Law Firm
|
/s/ KOST FORER GABBAY & KASIERER
|
||
Tel-Aviv, Israel
|
KOST FORER GABBAY & KASIERER
|
|
September 29, 2021
|
A Member of EY Global
|
|
/s/ Mazars
Auditores Independentes S.S.
Mazars Auditores Independentes S.S.
|
Sao Paulo, SP
|
||
September 29, 2021
|