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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Check Point Software Technologies Inc | NASDAQ:CHKP | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-1.54 | -1.02% | 150.03 | 149.44 | 150.60 | 152.025 | 149.2226 | 150.62 | 863,853 | 00:51:46 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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FORM S-8
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REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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Check Point Software Technologies Ltd.
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(Exact name of registrant as specified in its charter)
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Israel
(State or other jurisdiction of incorporation or organization) |
Not applicable
(I.R.S. Employer Identification No.) |
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5 Shlomo Kaplan Street, Tel Aviv, Israel
(Address of Principal Executive Offices)
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6789159
(Zip Code) |
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Check Point Software Technologies Ltd. Employee Stock Purchase Plan (Non-U.S. Employees), As Amended
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(Full title of the plan)
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Shira Yashar, Adv.
General Counsel Check Point Software Technologies Ltd.
5 Shlomo Kaplan Street, Tel Aviv, Israel
(+972) 3-753-4555
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(Name, address and telephone number, including area code, of agent for service)
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Copy to:
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Rezwan D. Pavri, Esq.
Wilson Sonsini Goodrich & Rosati, P.C.
650 Page Mill Road
Palo Alto, California 94304
(650) 493-9300
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Tuvia J. Geffen, Adv. Naschitz, Brandes, Amir & Co. 5 Tuval Street Tel Aviv 6789717, Israel (+972) 3-623-5000 |
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the description of the Registrant’s Ordinary Shares contained in the Registrant’s Registration Statement on Form F-1 (File No. 333-6412) filed with the Commission on February 7, 1997,
under the Securities Act, including any amendment or report filed for the purpose of updating such description;
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the Registrant’s Annual Report on Form 20-F for the fiscal year ended
December 31, 2022, filed with the Commission on April 27, 2023 (the “Annual Report”); and
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All other reports filed 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 (other than the portions of these documents not deemed to be filed).
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Exhibit
No.
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Description
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4.1 |
4.2 |
5.1 |
23.1 |
23.2 |
24.1 |
107.1 |
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;
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(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;
and
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(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such
information in the Registration Statement;
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Check Point Software Technologies Ltd. | |||
By:
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/s/ Roei Golan | ||
Roei Golan |
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Chief Financial Officer | |||
Signature
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Title
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Date
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/S/ Gil Shwed |
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Chief Executive Officer
(Principal Executive Officer and Director) |
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January 16, 2024
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Gil Shwed | ||||
/S/ Roei Golan |
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Chief Financial Officer
(Principal Financial and Accounting Officer) |
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January 16, 2024
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Roei Golan | ||||
/S/ Jerry Ungerman |
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Chairman of the Board
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January 16, 2024
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Jerry Ungerman | ||||
/S/ Yoav Chelouche |
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Director
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January 16, 2024
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Yoav Chelouche | ||||
/S/ Guy Gecht |
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Director
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January 16, 2024
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Guy Gecht | ||||
/S/ Tzipi Ozer-Armon |
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Director
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January 16, 2024
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Tzipi Ozer-Armon | ||||
/S/ Ray Rothrock |
Director
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January 16, 2024
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Ray Rothrock | ||||
/S/ Tal Shavit Shenhav |
Director
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January 16, 2024
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Tal Shavit Shenhav | ||||
/S/ Shai Weiss |
Director
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January 16, 2024
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Shai Weiss | ||||
/S/ Jill Smith |
Director
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January 16, 2024
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Jill Smith
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/S/ Roei Golan |
Authorized Representative in the United States
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January 16, 2024
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Roei Golan, on behalf of Check Point Software Technologies, Inc. |
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Very truly yours,
/S/ Naschitz, Brandes, Amir & Co., Advocates
Naschitz, Brandes, Amir & Co., Advocates
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Security Type
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Security Class Title
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Fee Calculation Rule
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Amount to be Registered (1)
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Proposed Maximum Offering Price
Per Unit
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Maximum Aggregate Offering Price
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Fee Rate
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Amount of
Registration Fee
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Equity
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Ordinary shares, par value NIS 0.01 per share, reserved for issuance pursuant to the Check Point Software Technologies Ltd.
Employee Stock Purchase Plan (Non-U.S. Employees), as amended
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Rule 457(c) and Rule 457(h)
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700,000
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$129.893)
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$90,923,000
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$147.60 per $1,000,000
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$13,431.60
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Total Offering Amounts
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$90,923,000
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$13,431.60
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Total Fee Offsets
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$—
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Net Fee Due
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$13,431.60
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(1) |
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional ordinary
shares of the Registrant that become issuable under the Check Point Software Technologies Ltd. Employee Stock Purchase Plan (Non-U.S. Employees), as amended (the “Plan”) by reason of any share dividend, share split, recapitalization or
similar transaction effected without the Registrant’s receipt of consideration that would increase the number of outstanding ordinary shares.
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(2) |
Represents the additional 700,000 ordinary shares issuable under the Plan.
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(3) |
Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) and Rule 457(c) promulgated under the Securities Act based
on 85% of the average of the high ($153.82) and low ($151.81) prices of ordinary shares on The Nasdaq Stock Market LLC on January 9, 2024. Pursuant to the Plan, the per share purchase price of the ordinary shares reserved for issuance
thereunder will be 85% of the lower of (i) the fair market value per ordinary share on the start date for the purchase period or (ii) the fair market value per ordinary share on that purchase date.
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