S-8

As filed with the Securities and Exchange Commission on September 9, 2009 Registration No. _______ 

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


FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933


RADWARE LTD.
(Exact name of registrant as specified in its charter)

Israel None
(State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification Number)

22 Raoul Wallenberg Street
Tel Aviv 69710, Israel
972-3-766-8666

(Address of Principal Executive Offices; Zip Code)


Radware Ltd. Key Employee Share Incentive Plan (1997)
(Full Title of the Plan)


Roy Zisapel
Radware, Inc.
575 Corporate Drive, Suite 205
Mahwah, New Jersey 07430

(Name and Address of Agent for Service)

(201) 512-9771
(Telephone Number, Including Area Code, of Agent for Service)

Copies of all communications, including all communications sent to the agent for service, should be sent to:

Ido Zemach, Adv.
Goldfarb, Levy, Eran, Meiri, Tzafrir & Co.
Amot Investment Tower
2 Weizmann Street
Tel Aviv 64239, Israel
Fax: (+972 3) 608-9908

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

Large accelerated filer o Accelerated filer x
 
Non-accelerated filer o Smaller reporting company o
(Do not check if a smaller reporting company)



CALCULATION OF REGISTRATION FEE

Title of Each Class of
Securities to be
Registered

Amount
to be Registered

Proposed Maximum Offering
Price Per Share

Proposed Maximum
Aggregate Offering Price

Amount of
Registration
Fee (3)

 
Ordinary Shares, par                    
value NIS 0.10 per share    108,743   $ 15.22  (1) $ 1,655,068   $ 92.35  
Ordinary Shares, par  
value NIS 0.10 per share    225,750   $ 13.74  (1) $ 3,101,805   $ 173.08  
Ordinary Shares, par  
value NIS 0.10 per share    232,850   $ 10.64  (1) $ 2,477,524   $ 138.25  
Ordinary Shares, par  
value NIS 0.10 per share    331,550   $ 8.85  (1) $ 2,934,218   $ 163.73  
Ordinary Shares, par  
value NIS 0.10 per share    127,500   $ 6.31  (1) $ 804,525   $ 44.89  
Ordinary Shares, par  
value NIS 0.10 per share    402,000   $ 6.15  (1) $ 2,472,300   $ 137.95  
Ordinary Shares, par  
value NIS 0.10 per share    242,750   $ 6.31  (1) $ 1,531,753   $ 85.47  
Ordinary Shares, par  
value NIS 0.10 per share    540,000   $ 8.78  (1) $ 4,741,200   $ 264.56  
Ordinary Shares, par  
value NIS 0.10 per share    421,000   $ 8.99  (1) $ 3,784,790   $ 211.19  
Total       2,632,143  (2)   N/A   $ 23,503,182   $ 1,311.48  

  (1) Pursuant to Rule 457(c) and (h) under the Securities Act of 1933, as amended (the “Securities Act”), in the case of Ordinary Shares purchasable upon exercise of outstanding options, the proposed maximum offering price is the exercise price provided for in the relevant option.

  (2) Plus such number of ordinary shares of the Registrant, as may be issued to prevent dilution resulting from stock dividends, stock splits or similar transactions in accordance with Rule 416 under the Securities Act.

  (3) Calculated pursuant to Section 6(b) of the Securities Act as follows: proposed maximum aggregate offering price multiplied by 0.00005580.


This Registration Statement shall become effective immediately upon filing as provided in Rule 462 under the Securities Act of 1933.



RADWARE LTD.
REGISTRATION STATEMENT ON FORM S-8

REGISTRATION OF ADDITIONAL SECURITIES

        This Registration Statement is filed by Radware Ltd. (the “Registrant” or “we”) in accordance with the provisions of General Instruction E to Form S-8 for the purpose of registering an additional 2,632,143 ordinary shares, par value NIS 0.10 per share, of the Registrant, which are reserved for offer and sale under the Radware Ltd. 1997 Key Employee Share Incentive Plan (the “Plan”). The contents of the Registrant’s Registration Statement on Form S-8 as filed with the Securities and Exchange Commission (the “Commission”) on August 15, 2001 (File No. 333-13818); Post-Effective Amendment No. 1 to Registration Statement on Form S-8 as filed with the Commission on June 10, 2003 (File No. 333-13818); Registration Statement on Form S-8 as filed with the Commission on April 21, 2004 (File No. 333-114668); and Registration Statement on Form S-8 as filed with the Commission on June 22, 2006 (File No. 333-135218); all of which were filed to register ordinary shares for issuance under the Plan, 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 8. Exhibits.

  Exhibit Number Description
 
  1.2 Articles of Association, as amended*
 
  5 Opinion of Goldfarb, Levy, Eran, Meiri, Tzafrir & Co.
 
  23.1 Consent of Kost, Forer, Gabbay & Kasierer (a Member of Ernst & Young Global), Independent Registered Public Accounting Firm
 
  23.2 Consent of Goldfarb, Levy, Eran, Meiri, Tzafrir & Co. (included in Exhibit 5 above).
 
  24 Power of Attorney (contained in Signature Page hereto).

 
  * Filed as Exhibit 1.2 to the Registrant’s Annual Report on Form 20-F for the year ended December 31, 2000, filed with the Commission on May 18, 2001, and incorporated herein by reference. An amendment thereto was filed as Exhibit 1.2 to the Registrant’s Annual Report on Form 20-F for the year ended December 31, 2005, filed with the Commission on April 26, 2006, and incorporated herein by reference.



SIGNATURES

        Pursuant to the requirements of the Securities Act, 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 Tel Aviv, State of Israel, on this 9 day of September, 2009.

RADWARE LTD.


By: /s/ Roy Zisapel
——————————————
Roy Zisapel
CEO & President



POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

        That the undersigned officers and directors of Radware Ltd., an Israeli corporation, do hereby constitute and appoint Roy Zisapel, President and Chief Executive Officer, and Meir Moshe, Chief Financial Officer, and each of them, the lawful attorneys-in-fact and agents with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and any one of them, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act, and any rules or regulations or requirements of the Securities and Exchange Commission 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 in 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.

        IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated.

        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.

Signature
Title
Date
 
/s/ Orna Berry Interim Chairperson of the Board of Directors September 9, 2009
Orna Berry
 
/s/ Roy Zisapel Chief Executive Officer, President and Director September 9, 2009
Roy Zisapel (Principal Executive Officer)
 
/s/ Meir Moshe Chief Financial Officer September 9, 2009
Meir Moshe (Principal Financial and Accounting Officer)
 
/s/ Yehuda Zisapel Director September 9, 2009
Yehuda Zisapel
 
/s/ Colin Green Director September 9, 2009
Colin Green



Signature
Title
Date
 
/s/ Yael Langer Director September 9, 2009
Yael Langer
 
/s/ Avraham Asheri Director September 9, 2009
Avraham Asheri
 
/s/ Hagen Hultzsch Director September 9, 2009
Hagen Hultzsch

Authorized Representative in the United States  
 
RADWARE INC.
 
By: /s/ Roy Zisapel September 9, 2009
Name: Roy Zisapel



EXHIBIT INDEX

Exhibit Number Description
 
1.2 Articles of Association, as amended*
 
5 Opinion of Goldfarb, Levy, Eran, Meiri, Tzafrir & Co.
 
23.1 Consent of Kost, Forer, Gabbay & Kasierer (a Member of Ernst & Young Global), Independent Registered Public Accounting Firm
 
23.2 Consent of Goldfarb, Levy, Eran, Meiri, Tzafrir & Co. (included in Exhibit 5 above).
 
24 Power of Attorney (contained in Signature Page hereto).


* Filed as Exhibit 1.2 to the Registrant’s Annual Report on Form 20-F for the year ended December 31, 2000, filed with the Commission on May 18, 2001, and incorporated herein by reference. An amendment thereto was filed as Exhibit 1.2 to the Registrant’s Annual Report on Form 20-F for the year ended December 31, 2005, filed with the Commission on April 26, 2006, and incorporated herein by reference.