Registration
No. 333-____
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Israel
(State
or other jurisdiction of
incorporation
or organization)
|
Not
applicable
(I.R.S.
Employer
Identification
No.)
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4A
Hazaron Street
Poleg
Industrial Park, P.O. Box 8511
Netanya,
42504, Israel
(Address
of principal executive offices)
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N/A
(Zip
Code)
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Amended
and Restated Commtouch Software Ltd. 1999 Nonemployee Directors Stock
Option Plan,
Amended
and Restated Israeli Share Option Plan and
2006
U.S. Stock Option Plan
|
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(Full
title of the plans)
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Ron
Ela
Commtouch
Inc.
292
Gibraltar Drive, Suite 107
Sunnyvale,
California 94089
(Name
and Agent for Service)
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(650)
864-2000
(Telephone
Number, Including Area Code, of Agent for Service)
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Copies
to:
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Gary
Davis
VP,
General Counsel & Secretary
Commtouch
Inc.
292
Gibraltar Drive, Suite 107
Sunnyvale,
California 94089
Tel:
(650) 864-2000
Fax:
(650) 864-2006
|
Aaron
M. Lampert
Naschitz,
Brandes & Co.
5
Tuval Street
Tel
Aviv 67897 Israel
Tel:
972-3-623-5000
Fax:
972-3-623-5005
|
Howard
E. Berkenblit
Z.A.G/S&W
LLP
One
Post Office Square
Boston,
MA 02109
Tel:
(617) 338-2800
Fax:
(617) 338-2880
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CALCULATION OF REGISTRATION FEE
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Title
of Securities
To
Be 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 Issuable Under the Amended and Restated Commtouch Software Ltd.
1999 Nonemployee Directors Stock Option Plan, Amended and Restated Israeli
Share Option Plan and 2006 U.S. Stock Option Plan, NIS 0.15 Nominal
Value
|
1,200,000
|
$2.65
|
$3,180,000
|
$177.44
|
(1)
|
Pursuant
to Rule 416(a) and (b) under the Securities Act of 1933, as amended, this
Registration Statement shall also cover any additional ordinary shares
which become issuable by reason of any stock dividend, stock split,
recapitalization or other similar transaction which results in an increase
in the number of the outstanding ordinary shares. Pursuant to
General Instruction E of Form S-8, the contents of Registration Statement
No. 333-94995 (filed January 20, 2000), Registration No. 333-65532 (filed
July 20, 2001), Registration No. 333-141177 (filed March 9, 2007) and
Registration No. 333-151929 (filed June 25, 2008) are incorporated by
reference. The shares registered hereby may be issued under any
of the three plans indicated, in any combination, not to exceed 1,200,000
shares in the aggregate under all three
plans.
|
(2)
|
The
proposed maximum offering price per share and the proposed maximum
aggregate offering price have been estimated solely for the purpose of
calculating the amount of the registration fee on the basis of the average
of the high and low prices as reported for an ordinary share on the Nasdaq
Capital Market on September 21, 2009 pursuant to Rule 457(h)(1) and
457(c).
|
Exhibit
No.
|
Description
|
|
4.1
|
Amended
and Restated Articles of Association of the Registrant, incorporated by
reference to the Company’s Annual Report on Form 20-F for the year ended
December 31, 2007.
|
|
5.1
|
Opinion
of Naschitz, Brandes & Co.
|
|
23.1
|
Consent
of Kost Forer Gabbay & Kasierer, a member of Ernst & Young
Global.
|
|
23.2
|
Consent
of Naschitz, Brandes & Co. (included in
Exhibit 5.1).
|
|
24.1
|
Power
of Attorney (included in the signature page to this registration
statement).
|
|
99.1
|
Amended
and Restated Commtouch Software Ltd. 1999 Nonemployee Directors Stock
Option Plan, incorporated by reference to Exhibit 99.1 to Registration
Statement on Form S–8 No. 333–141177.
|
|
99.2
|
Commtouch
Software Ltd. Amended and Restated 1996 CSI Stock Option Plan,
incorporated by reference to Exhibit 99.2 to Registration Statement on
Form S–8 No. 333–141177.
|
|
99.3
|
Commtouch
Software Ltd. Amended and Restated Israeli Share Option Plan, incorporated
by reference to Exhibit 99.3 to Registration Statement on Form S–8 No.
333–141177.
|
|
99.4
|
Commtouch
Software Ltd. 2006 U.S. Stock Option Plan, incorporated by reference to
Exhibit 99.4 to Registration Statement on Form S–8 No.
333–141177.
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COMMTOUCH SOFTWARE LTD. | |||
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By:
|
/s/ Ron Ela | |
Ron Ela | |||
Chief Financial Officer | |||
Name
|
Title
|
Date
|
||
/s/ Gideon
Mantel
|
Chief
Executive Officer (Principal Executive
|
September
24, 2009
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||
Gideon Mantel
|
Officer) and Chairman of the Board Directors | |||
/s/Ron
Ela
|
Chief
Financial Officer (Principal Financial
|
September
24, 2009
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||
Ron
Ela
|
Officer and Principal Accounting Officer) | |||
|
||||
/s/Yair
Bar-Touv
|
Director
|
September
24, 2009
|
||
Yair
Bar-Touv
|
/s/Hila
Karah
|
Director
|
September
24, 2009
|
||
Hila
Karah
|
||||
/s/Amir
Lev
|
Director
|
September
24, 2009
|
||
Amir
Lev
|
||||
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||||
/s/Aviv
Raiz
|
Director
|
September
24, 2009
|
||
Aviv
Raiz
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/s/Yair
Shamir
|
Director
|
September
24, 2009
|
||
Yair
Shamir
|
||||
/s/Lloyd
E. Shefsky
|
Director
|
September
24, 2009
|
||
Lloyd
E. Shefsky
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By: |
/s/Commtouch
Inc.
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Authorized
Representative in the United
States.
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September
24, 2009
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||
Commtouch
Inc.
|
|||||
Name: | Ron Ela | ||||
Title: | Chief Financial Officer |
Exhibit
No.
|
Description
|
|
4.1
|
Amended
and Restated Articles of Association of the Registrant, incorporated by
reference to the Company’s Annual Report on Form 20-F for the year ended
December 31, 2007.
|
|
5.1
|
Opinion
of Naschitz, Brandes & Co.
|
|
23.1
|
Consent
of Kost Forer Gabbay & Kasierer, a member of Ernst & Young
Global.
|
|
23.2
|
Consent
of Naschitz, Brandes & Co. (included in
Exhibit 5.1).
|
|
24.1
|
Power
of Attorney (included in the signature page to this registration
statement).
|
|
99.1
|
Amended
and Restated Commtouch Software Ltd. 1999 Nonemployee Directors Stock
Option Plan, incorporated by reference to Exhibit 99.1 to Registration
Statement on Form S–8 No. 333–141177.
|
|
99.2
|
Commtouch
Software Ltd. Amended and Restated 1996 CSI Stock Option Plan,
incorporated by reference to Exhibit 99.2 to Registration Statement on
Form S–8 No. 333–141177.
|
|
99.3
|
Commtouch
Software Ltd. Amended and Restated Israeli Share Option Plan, incorporated
by reference to Exhibit 99.3 to Registration Statement on Form S–8 No.
333–141177.
|
|
99.4
|
Commtouch
Software Ltd. 2006 U.S. Stock Option Plan, incorporated by reference to
Exhibit 99.4 to Registration Statement on Form S–8 No.
333–141177.
|