As filed with the Securities and Exchange Commission on February 14, 2008
Registration No. 333-


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

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

Allot Communications Ltd.
(Exact Name of Registrant as specified in its charter)
 
Israel
 
Not Applicable
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer Identification No.)
 

22 Hanagar Street, Neve Ne’eman Industrial
Zone B, Hod-Hasharon 45240, Israel
 
Not Applicable
(Address of principal executive offices)
 
(Zip Code)
 
2006 Incentive Compensation Plan
(Full title of the Plan)
 

Allot Communications, Inc.
7664 Golden Triangle Drive
Eden Prairie, MN 55344
(952) 944-3100
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
 
Copies of communications to:
Colin J. Diamond, Esq.
White & Case LLP
1155 Avenue of the Americas
New York, New York
Tel: (212) 819-8200
Fax: (212) 354-8113
 
Doron Faibish, Adv.
General Counsel & Corporate Secretary
Allot Communications Ltd.
22 Hanagar Street
Hod-Hasharon 45240
Israel
Tel: +972 (9) 762-8419
Fax: +972 (9) 744-3626
 
CALCULATION OF REGISTRATION FEE
                   
Title of Securities Being Registered
 
 
Amount to
be Registered
(1)
 
Proposed Maximum
Offering Price
Per Share (2)
 
Proposed Maximum
Aggregate Offering
Price (2)
 
Amount of
Registration Fee
 
Ordinary shares, par value NIS0.10 per share
   
770,289
 
$
2.985
$
2,299,313
 
$
91
 
 
(1)
This Registration Statement covers the aggregate number of ordinary shares which may be sold upon the exercise of options which may be granted under the 2006 Incentive Compensation Plan. Pursuant to Rule 416, this Registration Statement shall also be deemed to cover an indeterminate number of additional ordinary shares in the event the number of outstanding shares of Allot Communications Ltd. is increased by stock split, stock divided and/or similar transactions.
 
(2)
Pursuant to Rule 457(c) and (h)(1), the proposed maximum offering price per share and the proposed maximum aggregate offering price have been calculated on the basis of the average of the high and low prices ($3.14 and $2.83) of the Registrant’s ordinary shares as quoted on The Nasdaq Global Market on February 13, 2008.
 


 

 
EXPLANATORY NOTE
 
The purpose of this Registration Statement on Form S-8 (this “Registration Statement”) is for Allot Communications Ltd. (the “Registrant”) to register an additional 770,289 Ordinary Shares for issuance under the 2006 Compensation Incentive Plan.

In accordance with General Instruction E of Form S-8, the contents of the Registrant’s Registration Statement on Form S-8 (File No. 333-140701), filed with the Securities and Exchange Commission (the “SEC”) on February 14, 2007, are incorporated herein by reference and the information required by Part II is omitted, except as supplemented by the information set forth below.

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed with the SEC:

 
(a)
the Registrant’s annual report on Form 20-F for the fiscal year ended December 31, 2006 (File No. 001-33129), filed with the SEC on June 28, 2007; and

 
(b)
the description of the Registrant’s ordinary shares contained in Item 1 of the Registration Statement on Form 8-A (File No. 001-33129) filed with the SEC on November 3, 2006.

Item 8. Exhibits

The exhibits listed on the exhibit index at the end of this Registration Statement are included in this Registration Statement.
 

 
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 Hod Hasharon, Israel on February 14, 2008.

 
ALLOT COMMUNICATIONS LTD.
     
 
By:
/s/ Doron Arazi
 
Name: Doron Arazi
 
Title: Chief Financial Officer
 

 
POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officers and directors of Allot Communications Ltd., a company organized under the laws of the State of Israel, do hereby constitute and appoint Rami Hadar and Doron Arazi, and each of them severally, the lawful attorney-in-fact and agent with full power and authority to do any and all acts and things and to execute any and all instruments which said attorney and agent, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, and any rules or regulations or requirements of the SEC in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms that all said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature 
 
Title of Capacities
 
Date
/s/ Rami Hadar 
Rami Hadar 
 
Director, Chief Executive Officer and President (Principal Executive Officer)
 
February 12, 2008
         
/s/ Doron Arazi

Doron Arazi
 
Chief Financial Officer (Principal Financial Officer)
 
February 12, 2008
         
/s/ Yigal Jacoby

Yigal Jacoby
 
Chairman of the Board of Directors
 
February 12, 2008
         
/s/ Yossi Sela 
Yossi Sela
 
Director
 
February 12, 2008
         
/s/ Nurit Benjamini   

Nurit Benjamini 
 
Director
 
February 12, 2008
         
/s/ Shai Saul    

Shai Saul 
 
Director
 
February 12, 2008
         
/s/ Steven D. Levy   

Steven D. Levy 
 
Director
 
February 12, 2008
   
Director 
   

Dr. Eyal Kishon
 
 
 
         
ALLOT COMMUNICATIONS, INC.
 
United States Representative
 
February 12, 2008
         
By: /s/ Rami Hadar        
Name: Rami Hadar        
Title: Director, Allot Communications, Inc.
       
 

 
EXHIBITS
 
Number
 
Description
     
5.1
 
Opinion of Ori Rosen & Co., Israeli counsel to the Registrant, as to the validity of the ordinary shares (including consent).
     
23.1
 
Consent of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global.
     
23.2
 
Consent of Ori Rosen & Co., Israeli counsel to the Registrant (included in Exhibit 5.1)
     
24.1
 
Power of Attorney (included in the signature page to this Registration Statement).
     
99.1
 
2006 Incentive Compensation Plan. (1)
 

(1)      
Previously filed with the Securities and Exchange Commission on October 31, 2006, pursuant to Exhibit 10.15 of the Registration Statement on Form F-1 of Allot Communications Ltd. (File No. 333-138313) and incorporated by reference herein.