S-8

As filed with the Securities and Exchange Commission on January 10, 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

FOAMIX PHARMACEUTICALS LTD.

(Exact name of registrant as specified in its charter)

State of Israel (State or other jurisdiction of incorporation or organization) Not applicable (I.R.S. Employer Identification No.)

2 Holzman Street, Weizmann Science Park, Rehovot, Israel

(Address of Principal Executive Offices)

Foamix Pharmaceuticals Ltd. 2015 Israeli Share Incentive Plan

(Full title of the plan)

Foamix Pharmaceuticals Inc.

520 U.S. Highway 22, Suite 305

Bridgewater, New Jersey 08807+1 (800) 775-7936

(Name, Address and Telephone Number of Agent For Service)

COPIES TO:

Phyllis G. Korff, Esq.	Ory Nacht, Adv.
Andrea L. Nicolas, Esq.	Ron Ben-Menachem, Adv.
Skadden, Arps, Slate, Meagher & Flom LLP	Herzog Fox & Neeman
4 Times Square	4 Weizmann Street
New York, New York 10036	Tel Aviv, Israel 6423904
Tel: +1 (212) 735-3000	Tel: +972-3-692-2020
Fax: +1 (212) 735-2000	Fax: +972-3-696-6464

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be  registered(2)		Proposed maximum offering price per share		Proposed  maximum aggregate offering price		Amount of registration fee(3)
Ordinary shares(1)		900,000	$	11.03	$	9,927,000	$	1,151
Total		900,000	$	11.03	$	9,927,000	$	1,151

________________________________

⁽¹⁾ This Registration Statement on Form S-8 covers ordinary shares of Foamix Pharmaceuticals Ltd. (the “Registrant”), par value NIS 0.16 per share (“ordinary shares”) issuable upon exercise of options and restricted share units (“RSUs”) that may be granted under the Registrant’s 2015 Israeli Share Incentive Plan (the “Plan”).

⁽²⁾ Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers an indeterminate number of additional securities which may be offered and issued to prevent dilution resulting from stock splits, stock dividends, recapitalizations or similar transactions.

⁽³⁾ The fee is based on the number of ordinary shares which may be issued under the Plan and is estimated in accordance with paragraphs (c) and (h) of Rule 457 under the Securities Act, solely for the purpose of calculating the registration fee, based upon the average of the high and low sales price of an ordinary share as reported on the Nasdaq Global Market on January 3, 2016, which is within 5 business days prior to the date of filing of this Registration Statement.

EXPLANATORY NOTE

This registration statement on Form S-8 relates to 900,000 ordinary shares to be issued in the future upon the exercise of options and RSUs that may be granted under the Registrant’s Plan, as amended, which are in addition to the 3,635,694 ordinary shares previously registered by the Registrant on Forms S-8 filed on October 21, 2014 and February 5, 2016 (files no. 333-199486 and 333-209403, respectively) (together, the “prior registration statements”).

This registration statement relates to securities of the same class as those to which the prior registration statements relate, and is submitted in accordance with General Instruction E to Form S-8 regarding registration of additional securities.  Pursuant to Instruction E of Form S-8, the content of the prior registration statements is incorporated herein by reference and made part of this registration statement, except as amended hereby.

The increase in the number of shares authorized for issuance under the Plan was approved by the board of directors of the Registrant on November 15, 2016.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

All information required by Part I to be contained in the prospectus is omitted from this registration statement in accordance with Rule 428 and the introductory note to Part I of Form S-8, in each case under the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following additional documents, which have been filed by the Registrant with the Securities and Exchange Commission (the “SEC”) are incorporated by reference in and made a part of this registration statement, as of their respective dates:

(a) The Registrant’s annual report on Form 20-F filed with the SEC on March 2, 2016; and

(b) The description of the Registrant’s ordinary shares, par value NIS 0.16 per share, contained in the registration statement on Form F-3/A filed on September 12, 2016, including any amendment or report filed for the purpose of updating such description.

In addition to the foregoing, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, and all reports on Form 6-K subsequently filed by the Registrant which state that they are incorporated by reference herein, prior to the filing of a post-effective amendment which indicates that all securities offered hereunder have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such documents and reports.

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

Item 8. Exhibits.

#	Description
4.1	Amended and Restated Articles of Association of the Registrant(1)
5.1	Opinion of Herzog Fox & Neeman
23.1	Consent of Kesselman & Kesselman, independent registered public accounting firm
24.1	Power of Attorney (included on signature page)
99.1	Foamix Pharmaceuticals Ltd. 2015 Israeli Share Incentive Plan(2)

________________

⁽¹⁾ Previously filed as an exhibit to Form F-1/A filed by the Registrant on September 3, 2014 (file no. 333-198123) and incorporated herein by reference.

⁽²⁾ Previously filed as an exhibit to Form F-3 filed by the Registrant on October 21, 2015 (file no. 333-207546) and incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, 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 on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, on the 10^th day of January, 2017.

FOAMIX PHARMACEUTICALS LTD.
By:	/s/ Ilan Hadar
	Name: Ilan Hadar
	Title: Chief Financial Officer

POWER OF ATTORNEY AND SIGNATURES

We, the undersigned officers and directors of Foamix Pharmaceuticals Ltd., hereby severally constitute and appoint Dr. Dov Tamarkin and Ilan Hadar, and each of them individually, our true and lawful attorney to sign for us and in our names in the capacities indicated below any and all amendments or supplements, including any post-effective amendments, to this registration statement on Form S-8 and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming our signatures to said amendments to this registration statement signed by our said attorney and all else that said attorney may lawfully do and cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this registration statement on Form S-8 has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Dov Tamarkin Dov Tamarkin	Chief Executive Officer and Director (principal executive officer)	January 10, 2017
/s/ Ilan Hadar Ilan Hadar	Chief Financial Officer (principal financial officer and principal accounting officer)	January 10, 2017
/s/ Stanley Hirsch Stanley Hirsch	Chairman of the Board	January 10, 2017
/s/ Dalia Megiddo Dalia Megiddo	Director	January 10, 2017
/s/ Rex Bright Rex Bright	Director	January 10, 2017
/s/ Darrell Rigel Darrell Rigel	Director	January 10, 2017
/s/ Stanley Stern Stanley Stern	Director	January 10, 2017
/s/ Anna Kazanchyan Anna Kazanchyan	Director	January 10, 2017
/s/ Aaron Schwartz Aaron Schwartz	Director	January 10, 2017

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the Securities Act of 1933, as amended, the undersigned, Foamix Pharmaceuticals Inc., the duly authorized representative in the United States of Foamix Pharmaceuticals Ltd., has signed this registration statement on January 10, 2017.

Foamix Pharmaceuticals Inc.
By:	/s/ Ilan Hadar
	Name: Ilan Hadar
	Title: CFO

EX-5.1

Exhibit 5.1

January 10, 2017

To:

Foamix Pharmaceuticals Ltd.

2 Holzman Street, Weizmann Science Park

Rehovot, 7670402

Israel

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as Israeli counsel for Foamix Pharmaceuticals Ltd., an Israeli company (the “Company”), in connection with the registration statement on Form S-8 (the “Registration Statement”) filed by the Company with the United States Securities and Exchange Commission (the “SEC”) on the date hereof pursuant to the United States Securities Act of 1933, as amended (the “Securities Act”), covering up to 900,000 ordinary shares of the Company, par value 0.16 NIS per share (“Ordinary Shares”), issuable upon exercise of outstanding options and restricted share units (“RSUs”) under the Company’s 2015 Israeli Share Incentive Plan (the “2015 ISIP”). Ordinary Shares issuable under the 2015 ISIP shall be referred to as the “Shares”.

In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the resolution of the board of directors of the Company dated November 15, 2016 and the resolution of the compensation committee, related to the increase of the number of shares reserved for issuance under the 2015 ISIP, the Registration Statement, the Company’s amended Articles of Association (the “Articles”) and such other agreements, certificates, resolutions, minutes and restates and other statements of corporate officers and other representatives of the Company and other documents as we have deemed necessary or appropriate as a basis for this opinion.

In rendering our opinion, we have assumed the authenticity of all original documents submitted to us as certified, conformed or photographic copies thereof, the genuineness of all signatures and the due authenticity of all persons executing such documents. We have assumed the same to have been complete and accurate. We have also assumed the truth of all facts communicated to us by the Company and that all consents, minutes and protocols of meetings of the Company’s board of directors which have been provided to us are true and accurate and have been properly prepared in accordance with the Articles and all applicable laws, including, without limitation. In addition, we have assumed that the Company will receive the full consideration for the Shares (which may consist, in part or in full, of services performed for the Company).

Members of our firm are admitted to the Bar of the State of Israel, and we do not express any opinion as to the laws of any other jurisdiction. This opinion is limited to the matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated herein.

Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized and reserved for issuance and, subject to the requisite corporate approvals will be, when issued and paid for in accordance with the terms of the 2015 ISIP and the related awards and agreements, validly issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement. In giving this opinion and such consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, the rules and regulations of the SEC promulgated thereunder or Item 509 of Regulation S-K promulgated under the Securities Act.

This opinion letter is rendered as of the date hereof and we disclaim any obligation to advise you of facts, circumstances, events or developments that may be brought to our attention after the effective date of the Registration Statement that may alter, affect or modify the opinions expressed herein.

Very truly yours,

___________________

Herzog Fox & Neeman

2

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 1, 2016 relating to the financial statements, which appears in Foamix Pharmaceuticals Ltd.'s Annual Report on Form 20-F for the year ended December 31, 2015.

Tel-Aviv, Israel	Kesselman & Kesselman
January 10, 2016	Certified Public Accountants (Isr.)
	A member firm of PricewaterhouseCoopers International Limited