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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Ceragon Networks Ltd | NASDAQ:CRNT | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.02 | 0.73% | 2.76 | 2.74 | 2.90 | 2.83 | 2.7101 | 2.73 | 273,689 | 22:16:11 |
Israel
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N/A
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(State or Other Jurisdiction of
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(I.R.S. Employer
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Incorporation or Organization)
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Identification No.)
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Copies to:
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Richard H. Gilden, Esq.
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Ira Palti
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Kramer Levin Naftalis & Frankel LLP
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Ceragon Networks Ltd.
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1177 Avenue of the Americas
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24 Raoul Wallenberg Street
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New York, New York 10036
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Tel Aviv 69719, Israel
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Tel: 212-715-9486
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Tel: 972-3-543-1000
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Fax: 212-715-8085
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Fax: 972-3-543-1600
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Large accelerated filer ☐
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Accelerated filer ☒
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Non-accelerated filing ☐ (Do not check if a smaller reporting company)
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Smaller reporting company ☐
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Title of Securities To Be Registered
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Amount To Be
Registered
(1)
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Proposed Maximum Offering Price Per Share
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Proposed Maximum Aggregate Offering Price
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Amount Of
Registration Fee
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||||||||||||
Ordinary Shares, par value NIS 0.01 per share (“Ordinary Shares”)
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1,200,000
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(2)
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$
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3.025
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(3)
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$
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3,630,000
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(3
)
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$
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440
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(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 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.
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(2) |
Represents an additional 1,200,000 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.
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(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 sale prices per share of the Ordinary Shares of the Registrant as reported by The Nasdaq Global Select Market on May 15, 2019
,
which is within five (5) business days prior to the date of this Registration Statement
.
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(i) |
The Registrant’s Annual Report on Form 20-F for the fiscal year ended December 31, 2018, as amended by Form 20-F/A, filed with the Commission on April 1, 2019 and April 2, 2019, respectively (File No. 000-30862);
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(ii) |
The Registrant’s Reports of Foreign Issuer on Form 6-K, filed with the Commission on February 20, 2019 regarding nomination of our new CFO (File No. 000-30862); and
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(iii) |
The description of the Registrant’s Ordinary Shares contained in the Registrant’s Registration Statement on Form 8-A filed with the Commission pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on August 4, 2000, including any amendment or report filed for the purpose of updating such description.
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EXHIBIT NO.
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DESCRIPTION
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(1) |
To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
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(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 of any facts or events arising after the effective date of the 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;
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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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(2) |
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(3) |
To remove from registration by means of a post-effective amendment of any of the securities being registered which remain unsold at the termination of the offering.
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(b) |
The undersigned Registrant hereby undertakes that for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(c) |
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person of the Registrant in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
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Ceragon Networks Ltd. | ||
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By:
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/s/Ira Palti |
Ira Palti | ||
President and Chief Executive Officer | ||
Name
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Title
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Date
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/s/ Zohar Zisapel
Zohar Zisapel
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Chairman of the Board of Directors
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May 16, 2019
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/s/ Ira Palti
Ira Palti
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Director, President and Chief Executive Officer (
principal executive officer
)
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May 16, 2019
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/s/ Ran Vered
Ran Vered |
Chief Financial Officer (
principal financial and accounting officer
)
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May 16, 2019
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/s/
Shlomo Liran
Shlomo Liran |
Director
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May 16, 2019
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/s/ Yael Langer
Yael Langer |
Director
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May 16, 2019
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/s/ Avi Berger
Avi Berger |
Director
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May 16, 2019
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/s/ Avi Eizenman
Avi Eizenman |
Director
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May 16, 2019
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/s/ Meir Sperling
Meir Sperling |
Director
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May 16, 2019
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Ceragon Networks, Inc. | ||
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By:
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/s/ Charles Meyo |
Charles Meyo | ||
Regional President North America |
EXHIBIT NO.
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EXHIBIT
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1 Year Ceragon Networks Chart |
1 Month Ceragon Networks Chart |
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