S-8 POS

As filed with the U.S. Securities and Exchange Commission on March 28, 2024

Registration No. 333-278310

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

POST_EFFECTIVE

AMENDMENT NO. 1

TO

FORM S-8

REGISTRATION STATEMENT

UNDER THE

SECURITIES ACT OF 1933

Ceragon Networks Ltd.

	(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.)

3 Uri Ariav St.
PO Box 112, Rosh Ha’Ayin 4810002, Israel
(Address of Principal Executive Offices) (Zip Code)

Ceragon Networks Ltd. Amended and Restated Share Option and RSU Plan (the “Plan”)

 (Full Title of the Plan)

Ceragon Networks, Inc.
851 International Parkway, Suite 130

 Richardson, Texas 75081, USA

 (Name and Address of Agent for Service)

(201) 853-0231

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

Copies to:
Todd Lenson, Esq.	Doron Arazi
Kramer Levin Naftalis & Frankel LLP	Ceragon Networks Ltd.
1177 Avenue of the Americas	Nitzba City, 5 Uri Ariav St., PO Box 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

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 filing ☐	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 financing accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

This Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 is being filed solely to (i) update the filing date on the cover page and the signature dates on the signature page to the correct date of March 28, 2024, (ii) refile Exhibit 5.1, Exhibit 23.1 and Exhibit 23.2 with the correct date of March 28, 2024, and (iii) refile Exhibit 107 with the correct calculation of the filing fee.

The aggregate number of shares registered pursuant to the Registration Statement has not changed. Other than as set forth above, there are no other changes being made to the Registration Statement.

ITEM 8. EXHIBITS

The following is a list of exhibits filed as a part of this Registration Statement and incorporated herein:

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 EY Global
23.2	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)
107	Filing Fee Table

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 the City of Rosh Ha’Ayin, State of Israel, on the 28^th day of March, 2024.

Ceragon Networks Ltd.
By:	/s/ Doron Arazi
	Doron Arazi
	President and Chief Executive Officer

POWER OF ATTORNEY

 Each of the undersigned appoints Doron Arazi, Ronen Stein and Hadar Vismunski-Weinberg, and each of them singly, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution in each of them singly, for him or her and his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement of Ceragon Networks Ltd., and to file the same, with all exhibits thereto and other documents in connection therewith, with the Commission, granting to said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done, as full to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any or each of them or their substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Name	Title	Date
/s/ Ilan Rosen Ilan Rosen	Chairman of the Board of Directors	March 28, 2024
/s/ Doron Arazi Doron Arazi	President and Chief Executive Officer (principal executive officer)	March 28, 2024
/s/Ronen Stein Ronen Stein	Chief Financial Officer (principal financial and accounting officer)	March 28, 2024
/s/Shlomo Liran Shlomo Liran	Director	March 28, 2024
/s/ Efrat Makov Efrat Makov	Director	March 28, 2024
/s/ Rami Hadar Rami Hadar	Director	March 28, 2024
/s/ Yael Shaham Ilan Rosen	Director	March 28, 2024
/s/ David Ripstein David Ripstein	Director	March 28, 2024
/s/ Ira Palti Ira Palti	Director	March 28, 2024

Pursuant to the requirements of Section 6(a) of the Securities Act, the undersigned has signed the Registration Statement solely in the capacity of the duly authorized representative of the Registrant in the United States on March 28, 2024.

Ceragon Networks, Inc.
By:	/s/ Ronen Rotstein
	Ronen Rotstein
	Regional President North America

INDEX TO EXHIBITS

The following is a list of exhibits filed as part of this Registration Statement:

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 Shibolet & Co., Law Firm (included in Exhibit 5.1)
24.1	Power of Attorney (included in the signature pages to this Registration Statement)
107	Filing Fee Table

EX-5.1

Exhibit 5.1

Tel Aviv, March 28, 2024

Ceragon Networks Ltd.

3 Uri Ariav St.

PO Box 112, Rosh Ha’Ayin 4810002

Israel

Re:   Ceragon Networks Ltd. - Registration Statement on Form S-8

Ladies and Gentlemen:

We refer to the registration statement on Form S-8 (the "Registration Statement"), to be filed by Ceragon Networks Ltd., a company organized under the laws of the State of Israel (the "Registrant"), with the United States Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act"), relating to the registration of 1,000,000 of the Registrant’s Ordinary Shares, nominal value NIS 0.01 each (the "Shares"), authorized for issuance under the Registrant’s Amended and Restated Share Option and RSU Plan (the "Plan").

This opinion is being furnished in accordance with the requirements of Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.

In our capacity as the Registrant’s Israeli counsel in connection with the registering of the Shares pursuant to the Registration Statement, we have examined copies of the Registrant’s Articles of Association, as amended, the Plan, protocols of meetings of the Board of Directors of the Registrant with respect to the reservation of the Shares for issuance under the Plan and other corporate records, instruments and documents we have considered necessary or appropriate for the purpose of this opinion, which were presented to us by the Registrant, and such matters of Israeli law as we have considered necessary or appropriate for the purpose of rendering this opinion. We have assumed that the Registrant presented to us all such protocols and documents relating to or having any bearing on the Plan.

In our examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the correctness and completeness of certificates of public officials and the representations set forth therein, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as copies. We have assumed the same to have been properly given and to be accurate and we have assumed the truth of all facts communicated to us by the Registrant. We have also assumed that all protocols of meetings of the Registrant’s Board of Directors which have been provided to us are true and accurate and have been properly prepared in accordance with the Registrant’s incorporation documents and all applicable laws. We have also assumed that each individual grant under the Plan to be made after the date hereof will be duly authorized by all necessary corporate action in accordance with the Israeli Companies Law, 5759-1999.

Based upon and subject to the foregoing, we are of the opinion that the Shares being registered pursuant to this Registration Statement have been duly and validly authorized for registration under the Registration Statement, and if, and when, issued and paid for (where applicable) upon the exercise, conversion or settlement of awards pursuant to the terms and conditions of the Plan, such Shares will be validly issued, fully paid and nonassessable.

We are members of the Israeli Bar and we are opining herein as to the effect on the subject matter only of the internal laws of the State of Israel, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction.

This opinion letter is rendered as of the date first written above and we disclaim any obligation to advise the Registrant of facts, circumstances, events or developments, including, without limitation, in the law, which hereafter may be brought to our attention and which may alter, affect or modify the opinion expressed herein. Our opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Registrant, the Plan or the Shares.

We consent to the filing of this opinion letter as Exhibit 5.1 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 Section 7 of the Act or the rules and regulations promulgated thereunder.

Very truly yours,

/s/Shibolet & Co., Law Firm

Shibolet & Co., Law Firm

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Amended and Restated Share Option and RSU Plan of Ceragon Networks Ltd. of our reports dated March 21, 2024, with respect to the consolidated financial statements of Ceragon Networks Ltd., and the effectiveness of internal control over financial reporting of Ceragon Networks Ltd. included in its Annual Report (Form 20-F) for the year ended December 31, 2023 filed with the Securities and Exchange Commission.

Tel-Aviv, Israel	KOST FORER GABBAY & KASIERER
March 28, 2024	A Member of EY Global

EX-99.1

Exhibit 107

Calculation of Filing Fee Table

Form S-8

Ceragon Networks Ltd.

Newly Registered Securities

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered (1)(4)	Proposed Maximum Offering Price Per Share	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	Ordinary Shares, par value NIS 0.01 per share (“Ordinary Shares”)	Other (3)	1,000,000 (2)	$3.100 (3)	$3,100,000 (3)	$147.60 per $1,000,000	$457.56
Total Offering Amounts					$3,100,000		$457.56
Total Fees Previously Paid							$443.54(4)
Total Fee Offsets							$0.00
Net Fee Due							$14.02

(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 1,000,000 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 March 21, 2024, which is within five (5) business days prior to the date of this Registration Statement.

(4) Pursuant to this Post-Effective Amendment and as further set forth in the Explanatory Note to this amendment, the Company is amending and restating the original Calculation of Registration Fee table solely to reflect the correct calculation of the filing fee. The total number of shares registered remains unchanged and $443.54 of the filing fee was previously paid at the time of the filing of the original Registration Statement on Form S-8.