- Securities Registration: Employee Benefit Plan (S-8)

 

As filed with the Securities and Exchange Commission on November 1, 2010

Registration No. 333-

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

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FORM S-8

REGISTRATION STATEMENT

UNDER THE

SECURITIES ACT OF 1933

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Voltaire Ltd.

(Exact name of registrant as specified in charter)

 

State of Israel (State or other jurisdiction of incorporation or organization)	Not Applicable (I.R.S. Employer Identification No.)
13 Zarchin Street Ra’anan, Israel (Address of principal executive offices)	43662 (Zip Code)

Voltaire Ltd. 2007 Incentive Compensation Plan

 (Full Title of the Plan)

Voltaire, Inc.

100 Apollo Drive

Chelmsford, Massachusetts 01824

[phone]

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies of communications to:

 

Alon Hilu, Adv. 13 Zarchin Street Ra’anana 43662 Israel Tel: [phone] Fax: [phone]

Colin J. Diamond, Esq. White & Case LLP 1155 Avenue of the Americas New York, New York Tel: [phone] Fax: [phone]

 

CALCULATION OF REGISTRATION FEE

 

Title   of   securities   to   be   registered		Amount   to   be registered   (1)(2)				Proposed   maximum offering   price   per share 1				Proposed   maximum aggregate   offering price				Amount   of registration   fee
Ordinary Shares, par value NIS 0.01 per share			842,424			$	6.83	(3)		$	5,752,755			$	410

 

(1)

This Registration Statement shall also cover any additional Ordinary Shares which become issuable under the above-referenced incentive plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration which results in an increase in the number of outstanding Ordinary Shares.

(2)	Represents the registration of Ordinary Shares of the Registrant issuable or issued under the Registrant’s above-referenced share incentive plan.

(3)	Calculated solely for the purpose of determining the registration fee pursuant to Rule 457(c) and (h) on the basis of the average of the high and low prices ($6.95 and $6.71) of the Registrant’s Ordinary Shares as quoted on the Nasdaq Global Market on October 29, 2010.

 

 

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EXPLANATORY NOTE

This Registration Statement on Form S-8 registers an additional 842,424 Ordinary Shares of the Registrant issuable under the Registrant's 2007 Incentive Compensation Plan, as amended. In accordance with General Instruction E of Form S-8, the contents of the Registrant's Registration Statement on Form S-8 (File No. 333-145224) filed with the Securities and Exchange Commission on August 8, 2007, are incorporated herein by reference.

 

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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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Ra’anana, State of Israel, on November 1, 2010.

 

	VOLTAIRE LTD.
	By:	/s/ Ronnie Kenneth
		Name:	Miron (Ronnie) Kenneth
		Title:	Chief Executive Officer

 

POWER OF ATTORNEY

 

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Miron (Ronnie) Kenneth and Joshua Siegel, and each of them severally, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto 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 in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done 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
			Chief Executive Officer
By:	/s/ Ronnie Kenneth		and Chairman (Principal		November 1, 2010
	Miron (Ronnie) Kenneth		Executive Officer)
			Chief Financial Officer
By:	/s/ Joshua Siegel		(Principal Financial and		November 1, 2010
	Joshua Siegel		Accounting Officer)
By:	/s/ Eric Benhamou		Director		November 1, 2010
	Eric Benhamou
By:	/s/ Thomas Gill		Director		November 1, 2010
	Thomas J. Gill

 

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Name			Title		Date
By:	/s/ Shuki Gleitman		Director		November 1, 2010
	Dr. Yehoshua (Shuki) Gleitman
By:	/s/ John Baker		Director		November 1, 2010
	John C. Baker
By:	/s/ Chemi Peres		Director		November 1, 2010
	Nechemia (Chemi) J. Peres
By:	/s/ Yoram Oron		Director		November 1, 2010
	Yoram Oron
By:	/s/ Yaffi Krindel		Director		November 1, 2010
	Yaffa Krindel
By:			Director		November 1, 2010
	Rafi Maor
VOLTAIRE INC.			United States		November 1, 2010
			Representative

By:	/s/ Ronnie Kenneth
Name:  Miron (Ronnie) Kenneth
Title:    Sole Director, Voltaire, Inc.

 

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EXHIBITS

 

Exhibit No.		Description
5.1		Opinion of Alon Hilu, Adv., General Counsel of the Registrant, as to the validity of the ordinary shares (including consent).
23.1		Consent of Kesselman & Kesselman.
23.2		Consent of Alon Hilu, General Counsel of the Registrant (included in Exhibit 5.1).
24.1		Powers of Attorney (included in the signature page to this Registration Statement).
99.1		2007 Incentive Compensation Plan (incorporated by reference to Exhibit 10.18 of the Registration Statement on Form F-1 of the Registrant (File No. 333-144439)).

 

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