Israel
|
Not Applicable
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
Gilat House
21 Yegia Kapayim Street, Kiryat Arye
Petah Tikva 4913020, Israel
|
|
(Address of Principal Executive Offices) (Zip Code)
|
Gilat North America, LLC
1750 Old Meadow Road
McLean, VA 22102
Attn: Legal Department
|
||
(Name and address of agent for service)
|
||
703-848-1000
|
||
(Telephone number, including area code, of agent for service)
|
||
Copies to:
|
||
Steven J. Glusband, Esq.
Carter Ledyard & Milburn LLP
2 Wall Street
New York, NY 10005
Tel: 212-238-8605
|
Ran Tal, Adv.
VP General Counsel and Corporate Secretary
Gilat Satellite Networks Ltd.
Gilat House
21 Yegia Kapayim Street
Kiryat Arye
Petah Tikva 4913020, Israel
Tel: 972-3-925-2000
|
Tuvia J. Geffen, Adv.
Naschitz, Brandes, Amir & Co.
5 Tuval Street
Tel-Aviv 6789717, Israel
Tel: 972 3-623-5000
|
Title of securities to be registered
|
Amount to be registered (1)
|
Proposed maximum offering price per share
|
Proposed maximum aggregate offering price
|
Amount of registration fee (2)
|
||||||||||||
Ordinary Shares, par value NIS 0.20 per share
|
500,000 | (3) | $ | 5.71 | (4) | $ | 2,855,000 | $ | 331.75 |
(1)
|
In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended, this Registration Statement also covers an indeterminate number of shares of the Registrant’s ordinary shares, par value NIS 0.20 per share (the “Ordinary Shares”) that may be offered or issued pursuant to the Gilat Satellite Networks Ltd. 2008 Share Incentive Plan (the “2008 Plan”) by reason of stock splits, stock dividends or similar transactions.
|
(2)
|
Calculated pursuant to Section 6(b) of the Securities Act of 1933, as amended, as follows: proposed maximum aggregate offering price multiplied by 0.00011620.
|
(3)
|
Issuable under options and other share incentive awards that may be granted in the future under the 2008 Plan.
|
(4)
|
Pursuant to Rule 457(h) and (c) under the Securities Act of 1933, as amended, the proposed maximum offering price per share is calculated based on the average of the daily high and low sale prices ($5.75 and $5.67) of the Ordinary Shares, as quoted on the NASDAQ Global Select Market on June 8, 2015.
|
|
4.1
|
Memorandum of Association, as amended (1)
|
|
4.2
|
Articles of Association, as amended and restated (2)
|
|
4.3
|
Gilat Satellite Networks Ltd. 2008 Share Incentive Plan (including the Israeli Sub-plan to the Gilat Satellite Networks Ltd. 2008 Share Incentive Plan) (3)
|
|
4.4
|
Amendment to Gilat Satellite Networks Ltd. 2008 Share Incentive Plan, dated May 19, 2015
|
|
|
5
|
Opinion of Naschitz, Brandes, Amir & Co., Advocates
|
|
23.1
|
Consent of Naschitz, Brandes, Amir & Co., Advocates (included in Exhibit 5)
|
|
23.2
|
Consent of Kost Forer Gabbay & Kasierer, a Member of Ernst & Young Global
|
|
24
|
Power of Attorney (included as part of this Registration Statement)
|
______________________________________
|
|
(1)
|
Filed as Exhibit 1.1 to the Registrant’s Annual Report on Form 20-F for the year ended December 31, 2000, and incorporated herein by reference.
|
|
(2)
|
Filed as Exhibit 1.2 to the Registrant’s Annual Report on Form 20-F for the year ended December 31, 2011, and incorporated herein by reference.
|
|
(3)
|
Filed as Exhibit 4.4 to the Registrant’s Registration Statement on Form S-8 (File No. 333-158476), filed with the Securities and Exchange Commission on April 8, 2009, and incorporated herein by reference.
|
|
By:
|
/s/ Dov Baharav | |
Dov Baharav
|
|||
Chairman and Chief Executive Officer
|
|||
Signature
|
Title
|
/s/ Dov Baharav
Dov Baharav
|
Chairman of the Board of Directors and Chief Executive Officer
|
/s/ Yuval Ronen
Yuval Ronen
|
Chief Financial Officer and Principal Accounting Officer
|
/s/ Amiram Boehm
Amiram Boehm
|
Director
|
/s/ Dafna Cohen
Dafna Cohen
|
Director
|
_____________
Ishay Davidi
|
Director
|
/s/ Gilead Halevy
Gilead Halevy
|
Director
|
/s/ Dr. Zvi Lieber
Dr. Zvi Lieber
|
Director
|
____________
Amir Ofek
|
Director
|
____________
Kainan Rafaeli
|
Director
|
Gilat North America, LLC
By: /s/ Moshe Tamir
Name: Moshe Tamir
Title: Director
|
Authorized Representative in the United States
|