Form S-8 - Securities to be offered to employees in employee benefit plans

As filed with the Securities and Exchange Commission on February 6, 2025

Registration No. 333-            

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

 

VARONIS SYSTEMS, INC.
(Exact name of registrant as specified in its charter)

 

Delaware		57-1222280
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

1250 Broadway, 28th Floor New York, NY		10001
(Address of Principal Executive Offices)		(Zip Code)

 

VARONIS SYSTEMS, INC. 2015 EMPLOYEE STOCK PURCHASE PLAN

(Full title of the plan)

 

Yakov Faitelson
Chief Executive Officer and President
Varonis Systems, Inc.
1250 Broadway, 28^th Floor
New York, NY 10001
[phone]
(Name, address and telephone number, including area code, of agent for service)

 

Copy to:
Scott Levi, Esq.

White & Case LLP
1221 Avenue of the Americas
New York, New York 10020-1095
[phone]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	☒		Accelerated filer	☐
Non-accelerated filer	☐		Smaller reporting company	☐
			Emerging growth company	☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

 

 

 

 

 

 

EXPLANATORY NOTE

 

This Registration Statement is filed by Varonis Systems, Inc. (the “Company”) for the purpose of registering additional shares of common stock, par value $0.001 per share, of the Company (the “Common Stock”) under the Company’s 2015 Employee Stock Purchase Plan (the “2015 ESPP”).

 

The number of shares of Common Stock available for issuance under the 2015 ESPP is subject to an automatic annual increase on the first day of each fiscal year during the term of the plan equal to the lesser of (i) one percent (1%) of the outstanding shares of Common Stock issued and outstanding on each December 31 immediately prior to the date of increase or (ii) such amount necessary to bring the number of shares available for issuance up to two percent (2%) of the number of shares of Common Stock issued and outstanding on each such December 31, but in any event such increase shall be up to additional 1,200,000 shares of Common Stock (as proportionately adjusted pursuant to Section 8(b) of the 2015 ESPP to reflect the Company’s three-for-one stock split effected on March 15, 2021) (the “2015 ESPP Evergreen Provision”). Pursuant to the 2015 ESPP Evergreen Provision, the number of shares of Common Stock available for issuance under the 2015 ESPP was increased by 413,011 shares effective January 1, 2025. This Registration Statement registers the additional shares available for issuance under the 2015 ESPP as a result of the 2015 ESPP Evergreen Provision.

 

Pursuant to Instruction E of Form S-8, the contents of the Company’s prior registration statements on Form S-8 registering shares of the Common Stock under the 2015 ESPP (File Nos. 333-209312, 333-215617, 333-222646, 333-229321, 333-235997, 333-252223, 333-262593, 333-269629 and 333-276899) are hereby incorporated by reference herein, and the information required by Part II of Form S-8 is omitted, except as supplemented by the information set forth below.

 

 

 

 

PART I

 

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

 

Item 1. Plan Information.*

 

Item 2. Registrant Information and Employee Plan Annual Information.*

 

* As permitted by Rule 428 under the Securities Act, this Registration Statement omits the information specified in Part I of Form S-8. The documents containing the information specified in this Part I of Form S-8 (“Plan Information” and “Registrant Information and Employee Plan Annual Information”) will be sent or given to employees as specified by the SEC pursuant to Rule 428(b)(1) under the Securities Act. Such documents are not required to be and are not filed with the SEC either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. The Registrant will provide a written statement to participants advising them of the availability without charge, upon written or oral request, of the documents incorporated by reference in Item 3 of Part II hereof and including the statement in the preceding sentence. The written statement to all participants will indicate the availability without charge, upon written or oral request, of other documents required to be delivered pursuant to Rule 428(b) under the Securities Act, and will include the address and telephone number to which the request is to be directed.

 

1

 

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3. Incorporation of Documents by Reference.

 

The following documents previously filed with the SEC are incorporated by reference in this registration statement:

 

(a)

the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 6, 2025; and

 

(b)

the description of the Common Stock contained in the Registration Statement on Form 8-A, dated February 25, 2014, filed with the SEC by the Company to register such securities under the Exchange Act, and any amendment or report filed for the purpose of updating this information (including Exhibit 4.1 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2024).

 

All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this registration statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents with the SEC. Notwithstanding the foregoing, no information is incorporated by reference in this Registration Statement where such information under applicable forms and regulations of the SEC is not deemed to be “filed” under Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, unless the Company indicates in the report or filing containing such information that the information is to be considered “filed” under the Exchange Act or is to be incorporated by reference in this Registration Statement.

 

Any statement contained in a document incorporated or deemed to be incorporated by reference in this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement, or in any other subsequently filed document that also is or is deemed to be incorporated by reference in this Registration Statement, modifies or supersedes such prior statement. Any statement contained in this Registration Statement shall be deemed to be modified or superseded to the extent that a statement contained in a subsequently filed document that is or is deemed to be incorporated by reference in this Registration Statement modifies or supersedes such prior 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.

 

The list of exhibits is set forth under “Exhibit Index” at the end of this Registration Statement and is incorporated herein by reference.

 

II-1

 

 

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 New York, State of New York, on February 6, 2025.

 

	VARONIS SYSTEMS, INC.
	By:	/s/ Yakov Faitelson
	Name:	Yakov Faitelson
	Title:	Chief Executive Officer and President

 

POWER OF ATTORNEY

 

Each person whose signature appears below constitutes and appoints Yakov Faitelson and Guy Melamed, and each of them, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, 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 and 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 any of them or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated below.

 

Signature		Title		Date
/s/ Yakov Faitelson		Chief Executive Officer, President		February 6, 2025
Yakov Faitelson		and Chairman of the Board
		(Principal Executive Officer)
/s/ Guy Melamed		Chief Financial Officer and Chief		February 6, 2025
Guy Melamed		Operating Officer (Principal
		Financial Officer and Principal
		Accounting Officer)
/s/ Carlos Aued		Director		February 6, 2025
Carlos Aued
/s/ Kevin Comolli		Director		February 6, 2025
Kevin Comolli
/s/ John J. Gavin, Jr.		Director		February 6, 2025
John J. Gavin, Jr.
/s/ Gili Iohan		Director		February 6, 2025
Gili Iohan
/s/ Avrohom J. Kess		Director		February 6, 2025
Avrohom J. Kess
/s/ Ohad Korkus		Director		February 6, 2025
Ohad Korkus
/s/ Thomas F. Mendoza		Director		February 6, 2025
Thomas F. Mendoza
/s/ Rachel Prishkolnik		Director		February 6, 2025
Rachel Prishkolnik
/s/ Ofer Segev		Director		February 6, 2025
Ofer Segev
/s/ Fred Van Den Bosch		Director		February 6, 2025
Fred Van Den Bosch

 

II-2

 

 

INDEX OF EXHIBITS

 

Exhibit No.		Description
4.1(1)		Amended and Restated Certificate of Incorporation
4.2(2)		Amended and Restated Bylaws
5.1		Opinion of White & Case LLP
10.1(3)		Varonis Systems, Inc. 2015 Employee Stock Purchase Plan
23.1		Consent of Kost Forer Gabbay & Kasierer, independent registered public accountants
23.2		Consent of White & Case LLP (included as part of Exhibit 5.1)
24.1		Power of Attorney (included on signature page)
107		Filing Fee Table

 

(1)	Filed as Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 8, 2014 (File No. 001-36324) and incorporated herein by reference.

 

(2)	Filed as Exhibit 3.2 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 8, 2022 (File No. 001-36324) and incorporated herein by reference.

 

(3)	Filed as Appendix A of the Proxy Statement on Form DEF 14A filed with the SEC on March 26, 2015 and incorporated herein by reference.

 

 

II-3

 

Exhibit 5.1

 

February 6, 2025   Varonis Systems, Inc. 1250 Broadway, 28th Floor New York, New York 10001

 

Re: Varonis Systems, Inc. - Registration Statement on Form S-8

 

Ladies and Gentlemen:

 

We have acted as New York counsel to Varonis Systems, Inc., a corporation organized under the laws of Delaware (the “Company”), in connection with the preparation and filing by the Company with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form S-8 (the “Registration Statement”) on the date hereof, relating to the registration under the Securities Act of 1933, as amended (the “Securities Act”), of 413,011 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share, reserved for issuance pursuant to the Company’s 2015 Employee Stock Purchase Plan (the “2015 ESPP”).

 

This opinion letter is rendered in accordance with the requirements of Item 601(b)(5) of Regulation S–K under the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or any related prospectus, other than as expressly stated herein with respect to the issue of the Shares.

 

In connection with our opinion expressed below, we have examined originals or copies certified or otherwise identified to our satisfaction of the following documents and such other documents, corporate records, certificates and other statements of government officials and corporate officers of the Company as we deemed necessary for the purposes of the opinion set forth in this opinion letter:

 

(a) the Registration Statement;

 

(b) a copy of the Amended and Restated Certificate of Incorporation, adopted on March 5, 2014, certified by the Secretary of the Company;

 

(c) a copy of the Amended and Restated Bylaws of the Company, adopted on February 3, 2022, certified by the Secretary of the Company;

 

(d) a copy of Resolutions of the Board of Directors of the Company relating to the 2015 ESPP, adopted on March 19, 2015, certified by the Secretary of the Company; and

 

(e) the 2015 ESPP.

 

We have relied, to the extent we deem such reliance proper, upon such certificates or comparable documents of officers and representatives of the Company and of public officials and upon statements and information furnished by officers and representatives of the Company with respect to the accuracy of material factual matters contained therein which were not independently established by us. In rendering the opinion expressed below, we have assumed, without independent investigation or verification of any kind, the genuineness of all signatures on documents we have reviewed, the legal capacity and competency of all natural persons signing all such documents, the authenticity and completeness of all documents submitted to us as originals, the conformity to authentic, complete original documents of all documents submitted to us as copies, the truthfulness, completeness and correctness of all factual representations and statements contained in all documents we have reviewed, the accuracy and completeness of all public records examined by us, and the accuracy of all statements in certificates of officers of the Company that we reviewed.

 

 

 

Based upon the foregoing assumptions and the assumptions set forth below, and subject to the qualifications and limitations stated herein, having considered such questions of law as we have deemed necessary as a basis for the opinion expressed below, we are of the opinion that the Shares reserved for issuance pursuant to the 2015 ESPP, as referenced above, have been duly authorized for issuance and sale pursuant to the 2015 ESPP by all necessary corporate action of the Company, and when issued as provided under the 2015 ESPP, they will be validly issued, fully paid and non-assessable.

 

The opinion expressed above is limited to questions arising under the Delaware General Corporation Law. We do not express any opinion as to the laws of any other jurisdiction.

 

This opinion letter is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Securities Act. This opinion letter is provided solely in connection with the issuance of the Shares pursuant to the Registration Statement and is not to be relied upon for any other purpose.

 

The opinion expressed above is as of the date hereof only, and we express no opinion as to, and assume no responsibility for, the effect of any fact or circumstance occurring, or of which we learn, subsequent to the date of this opinion letter, including, without limitation, legislative and other changes in the law or changes in circumstances affecting any party. We assume no responsibility to update this opinion letter for, or to advise you of, any such facts or circumstances of which we become aware, regardless of whether or not they affect the opinion expressed in this opinion letter.

 

We hereby consent to the filing of this opinion letter with the Commission as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

 

Very truly yours,
/s/ White & Case LLP
SL:BF

 

 

 

 

 

Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2015 Employee Stock Purchase Plan of Varonis Systems, Inc. of our reports dated February 6, 2025, with respect to the consolidated financial statements of Varonis Systems, Inc. and the effectiveness of internal control over financial reporting of Varonis Systems, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2024, filed with the Securities and Exchange Commission.

 

/s/ Kost Forer Gabbay & Kasierer
A Member of EY Global
Tel Aviv, Israel
February 6, 2025

Ex-Filing Fees

CALCULATION OF FILING FEE TABLES

S-8

VARONIS SYSTEMS INC

Table 1: Newly Registered and Carry Forward Securities

Line Item Type		Security Type		Security Class Title		Notes		Fee Calculation Rule		Amount Registered		Proposed Maximum Offering Price Per Unit			Maximum Aggregate Offering Price			Fee Rate		Amount of Registration Fee
Newly Registered Securities
Fees to be Paid		Equity		Common stock par value $0.001 per share		(1)		Other		413,011		$	45.14		$	18,643,316.54		0.0001531		$	2,854.29
Total Offering Amounts:															$	18,643,316.54					2,854.29
Total Fees Previously Paid:
Total Fee Offsets:
Net Fee Due:																				$	2,854.29

 

__________________________________________
Offering Note(s)

(1)

Represents additional shares of the Registrant’s common stock, par value $0.001 per share (“Common Stock”), reserved for issuance authorized as of January 1, 2025 under the evergreen provision of the Registrant’s 2015 Employee Stock Purchase Plan (the “2015 ESPP”). Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional shares of the Registrant’s Common Stock that may become issuable under the terms of the 2015 ESPP by reason of any share split, share dividend, recapitalization or other similar transaction effected without the Company’s receipt of consideration which results in an increase in the number of the outstanding shares of Common Stock. The proposed maximum offering price per unit is estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h) under the Securities Act, based on the average of the high and low sales prices of the Common Stock on the Nasdaq Global Select Market on January 30, 2025. The Registrant does not have any fee offsets to claim.

Submission	Feb. 06, 2025
Submission [Line Items]
Central Index Key	0001361113
Registrant Name	VARONIS SYSTEMS INC
Form Type	S-8
Submission Type	S-8
Fee Exhibit Type	EX-FILING FEES

Offerings - Offering: 1	Feb. 06, 2025 USD ($) shares
Offering:
Fee Previously Paid	false
Other Rule	true
Security Type	Equity
Security Class Title	Common stock par value $0.001 per share
Amount Registered | shares	413,011
Proposed Maximum Offering Price per Unit	45.14
Maximum Aggregate Offering Price	$ 18,643,316.54
Fee Rate	0.01531%
Amount of Registration Fee	$ 2,854.29
Offering Note	Represents additional shares of the Registrant’s common stock, par value $0.001 per share (“Common Stock”), reserved for issuance authorized as of January 1, 2025 under the evergreen provision of the Registrant’s 2015 Employee Stock Purchase Plan (the “2015 ESPP”). Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional shares of the Registrant’s Common Stock that may become issuable under the terms of the 2015 ESPP by reason of any share split, share dividend, recapitalization or other similar transaction effected without the Company’s receipt of consideration which results in an increase in the number of the outstanding shares of Common Stock. The proposed maximum offering price per unit is estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h) under the Securities Act, based on the average of the high and low sales prices of the Common Stock on the Nasdaq Global Select Market on January 30, 2025. The Registrant does not have any fee offsets to claim.

Fees Summary	Feb. 06, 2025 USD ($)
Fees Summary [Line Items]
Total Offering	$ 18,643,316.54
Total Fee Amount	2,854.29
Net Fee	$ 2,854.29

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