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Share Name | Share Symbol | Market | Type |
---|---|---|---|
(MM) | NASDAQ:EZCH | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 25.49 | 0 | 01:00:00 |
As filed with the Securities and Exchange Commission on February 23, 2016
Registration Nos. 333-134593, 333-148932, 333-148933, 333-164330, 333-164331, 333-170900, 333-170901, 333-179491,
333-200165, 333-200166, 333-200167
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2 TO REGISTRATION STATEMENT ON FORM S-8 NO. 333-134593
POST-EFFECTIVE AMENDMENT NO. 2 TO REGISTRATION STATEMENT ON FORM S-8 NO. 333-148932
POST-EFFECTIVE AMENDMENT NO. 2 TO REGISTRATION STATEMENT ON FORM S-8 NO. 333-148933
POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT ON FORM S-8 NO. 333-164330
POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT ON FORM S-8 NO. 333-164331
POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT ON FORM S-8 NO. 333-170900
POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT ON FORM S-8 NO. 333-170901
POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT ON FORM S-8 NO. 333-179491
POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT ON FORM S-8 NO. 333-200165
POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT ON FORM S-8 NO. 333-200166
POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT ON FORM S-8 NO. 333-200167
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
EZCHIP SEMICONDUCTOR LTD.
(Exact name of registrant as specified in its charter)
Israel |
|
Not applicable |
(State or other jurisdiction of |
|
(I.R.S. Employer |
incorporation or organization) |
|
Identification No.) |
1 Hatamar Street
PO Box 527
Yokneam 2069206, Israel
(Address of Principal Executive Offices)(Zip Code)
2003 AMENDED AND RESTATED EQUITY INCENTIVE PLAN
2007 U.S. EQUITY INCENTIVE PLAN
2009 ISRAEL EQUITY PLAN
AMENDED AND RESTATED 2009 EQUITY INCENTIVE PLAN
(Full title of the plan)
EZchip Inc.
2700 Zanker Road
San Jose, CA 95134
(Name and address of agent for service)
(408) 520-3700
(Telephone number, including area code, of agent for service)
Copy to:
Alan C. Mendelson, Esq. |
|
Yuval Meidar |
Mark V. Roeder, Esq. |
|
Ron Ben-Menachem |
Latham & Watkins LLP |
|
Herzog Fox & Neeman |
140 Scott Drive |
|
Asia House |
Menlo Park, California 94025 |
|
4 Weizmann Street |
(650) 328-4600 |
|
Tel Aviv 6423904, Israel |
|
|
972-3-692-2020 |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated Filer x |
Accelerated filer o |
Non-accelerated Filer o (Do not check if a smaller reporting company) |
Smaller reporting company o |
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment (this Post-Effective Amendment) is being filed by EZchip Semiconductor Ltd., a limited liability company organized under the laws of Israel (the Registrant), to amend the following registration statements (each, a Registration Statement, and collectively, the Registration Statements) to deregister any securities registered pursuant to the Registration Statements that remain unissued under such Registration Statements:
(a) Registration Statement on Form S-8 (No. 333-134593) filed with the United States Securities and Exchange Commission (the Commission) on May 31, 2006 and September 5, 2008 to register 90,000 Ordinary Shares, par value NIS 0.02 per share, of the Registrant (the Ordinary Shares) for issuance pursuant to the Registrants 2003 Amended and Restated Equity Incentive Plan (f/k/a 2003 Israeli Share Option Plan) (the 2003 Plan);
(b) Registration Statement on Form S-8 (333-148932) filed with the Commission on January 30, 2008 and September 5, 2008 to register 1,680,000 Ordinary Shares for issuance pursuant to the 2003 Plan;
(c) Registration Statement on Form S-8 (333-148933) filed with the Commission on January 30, 2008 and September 5, 2008 to register 500,000 Ordinary Shares for issuance pursuant to the 2007 U.S. Equity Incentive Plan (the 2007 Plan);
(d) Registration Statement on Form S-8 (No. 333-164330) filed with the Commission on January 14, 2010 to register 1,752,856 Ordinary Shares for issuance pursuant to the 2003 Plan;
(e) Registration Statement on Form S-8 (No. 333-164331) filed with the Commission on January 14, 2010 to register 1,605,373 Ordinary Shares for issuance pursuant to the Registrants 2009 Israel Equity Plan;
(f) Registration Statement on Form S-8 (No. 333-170900) filed with the Commission on December 1, 2010 to register 2,100,000 Ordinary Shares for issuance pursuant to the 2003 Plan;
(g) Registration Statement on Form S-8 (No. 333-170901) filed with the Commission on December 1, 2010 to register 500,000 Ordinary Shares for issuance pursuant to the 2007 Plan;
(h) Registration Statement on Form S-8 (No. 333-179491) filed with the Commission on February 13, 2012 to register 2,575,567 Ordinary Shares for issuance pursuant to the 2003 Plan;
(i) Registration Statement on Form S-8 (No. 333-200165) filed with the Commission on November 13, 2014 to register 863,113 Ordinary Shares for issuance pursuant to the 2003 Plan;
(j) Registration Statement on Form S-8 (No. 333-200166) filed with the Commission on November 13, 2014 to register 200,000 Ordinary Shares for issuance pursuant to the 2007 Plan; and
(k) Registration Statement on Form S-8 (No. 333-200167) filed with the Commission on November 13, 2014 to register 894,627 Ordinary Shares for issuance pursuant to the Amended and Restated 2009 Equity Incentive Plan.
On February 23, 2016, pursuant to an Agreement of Merger, dated as of September 30, 2015, as amended by Amendment No. 1 to Agreement of Merger, dated as of November 17, 2015 (as amended, the Merger Agreement), by and among Mellanox Technologies, Ltd., a public company formed under the laws of Israel (Mellanox), Mondial Europe Sub Ltd., a private company formed under the laws of Israel and a wholly owned subsidiary of Mellanox (Merger Sub), and the Registrant, Merger Sub merged with and into the Registrant, with the Registrant becoming a wholly owned subsidiary of Mellanox (the Merger).
As a result of the Merger, the offering of the Registrants Ordinary Shares pursuant to the Registration Statements has been terminated. In accordance with the Registrants undertaking in the Registration Statements to remove from registration by means of a post-effective amendment any securities registered which remain unsold at the termination of the offering, the Registrant hereby removes from registration all of the Ordinary Shares registered but unsold under the Registration Statements as of the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in Yokneam, Israel on February 23, 2016.
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EZCHIP SEMICONDUCTOR LTD. | |
|
| |
|
By: |
/s/ Eyal Waldman |
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Name: |
Eyal Waldman |
|
Title: |
President and Chief Executive Officer (Principal Executive Officer) |
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of the Registrant has signed this Post-Effective Amendment in Sunnyvale, California on February 23, 2016.
EZchip Inc., Authorized Representative in the United States |
| |
|
| |
By: |
/s/ Eyal Waldman |
|
Name: |
Eyal Waldman |
|
Title: |
Chief Executive Officer |
|
No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.
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