As filed with the Securities and Exchange Commission on February 4, 2010
Registration No. 333-
----------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------
MAGAL SECURITY SYSTEMS LTD.
(Exact name of registrant as specified in its charter)
Israel Not Applicable
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
P.O. Box 70, Industrial Zone, Yehud 56100, Israel
(Address of Principal Executive Offices) (Zip Code)
MAGAL SECURITY SYSTEMS LTD.
2003 ISRAELI SHARE OPTION PLAN
(Full title of the plan)
---------
Magal-Senstar, Inc.
13873 Park Center Road, Suite 316, Herndon, VA 20171
Attention: President
(Name and address of agent for service)
Tel: 703-463-3088
Fax: 703-463-3089
(Telephone number, including area code, of agent for service)
Copies to:
Steven J. Glusband, Esq. Sarit Molco, Adv.
Carter Ledyard & Milburn LLP S. Friedman & Co. Advocates
2 Wall Street Europe Israel House
New York, New York 10005 2 Weizman Street
(212) 732-3200 Tel Aviv 64239 Israel
+(972) (3) 6931931
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
definition of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Large Accelerated filer [ ] Accelerated filer [X]
Non-accelerated filer [ ] Smaller Reporting Company [ ]
---------
CALCULATION OF REGISTRATION FEE
=============================== ====================== ===================== ====================== =====================
Proposed maximum Proposed maximum
Title of securities to be Amount to be offering price per aggregate offering Amount of
registered registered (1) share price registration fee(2)
------------------------------- ---------------------- --------------------- ---------------------- ---------------------
Ordinary Shares, par value
NIS 1.0 per share......... 37,075 (3) $4.25 (4) $157,568.75 $11.24
------------------------------- ---------------------- --------------------- ---------------------- ---------------------
Ordinary Shares, par value
NIS 1.0 per share......... 114,925 (5) $7.59 (6) $872,280.75 $62.20
------------------------------- ---------------------- --------------------- ---------------------- ---------------------
Ordinary Shares, par value
NIS 1.0 per share......... 178,000 (5) $4.09 (6) $728,020 $51.91
------------------------------- ---------------------- --------------------- ---------------------- ---------------------
Ordinary Shares, par value
NIS 1.0 per share......... 250,000 (5) $4.35 (6) $1,087,500 $77.54
------------------------------- ---------------------- --------------------- ---------------------- ---------------------
Ordinary Shares, par value
NIS 1.0 per share......... 320,000 (5) $3.53 (6) $1,129,600 $80.54
------------------------------- ---------------------- --------------------- ---------------------- ---------------------
Ordinary Shares, par value
NIS 1.0 per share......... 100,000 (5) $3.48 (6) $348,000 $24.82
------------------------------- ---------------------- --------------------- ---------------------- ---------------------
Total..................... 1,000,000 N/A $4,322,969.50 $308.25
------------------------------- ---------------------- --------------------- ---------------------- ---------------------
(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 1.0 per share
(the "Ordinary Shares") that may be offered or issued pursuant to the Magal
Security Systems Ltd. 2003 Israeli Share Option 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 .0000713.
(3) Issuable under options that may be granted in the future under the
Registrant's 2003 Israeli Share Option 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 ($4.29 and $4.20) of
the Ordinary Shares, as quoted on the NASDAQ Global Market on February 1,
2010.
(5) Issuable under options previously granted under the Registrant's 2003
Israeli Share Option Plan.
(6) Pursuant to Rule 457(c) and (h) under the Securities Act of 1933, as
amended, 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 respective option grant.
---------------------------
This Registration Statement shall become effective immediately upon filing as
provided in Rule 462 under the Securities Act of 1933.
2
EXPLANATORY NOTE
The purpose of this Registration Statement on Form S-8 is to register
an additional 1,000,000 Ordinary Shares for issuance under the Registrant's 2003
Israeli Share Option Plan (with respect to which options to purchase 962,925
Ordinary Shares were previously granted under the Plan and options to purchase
37,075 Ordinary Shares may be granted in the future under the 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. 333-127340) filed with
the Securities and Exchange Commission on August 9, 2005, is incorporated herein
by reference and the information required by Part II is omitted, except as
supplemented by the information set forth below.
Item 8. EXHIBITS.
Exhibit No.
-----------
4.1 Memorandum of Association, as amended (1)
4.2 Articles of Association, as amended (2)
4.3 Magal Security Systems Ltd. Amended and Restated 2003
Israeli Share Option Plan
5 Opinion of S. Friedman & Co., Advocates
23.1 Consent of S. Friedman & Co., Advocates (included in
Exhibit 5)
23.2 Consent of Kost Forer Gabbay and Kasierer, a Member
of Ernst & Young Global
24 Power of Attorney (included as part of this
Registration Statement)
----------------------------------------
(1) Filed as an exhibit to the Registrant's Registration Statement
on Form F-1 (File No. 33-57438), filed with the Securities and
Exchange Commission on January 26, 1993, as subsequently
amended, and incorporated herein by reference.
(2) Filed as Exhibit 3.2 to the Registrant's Registration
Statement on Form F-1 (File No. 33-57438), filed with the
Securities and Exchange Commission on January 26, 1993, and
incorporated herein by reference; and an amendment thereto
filed as an exhibit to the Registrant's Registration Statement
on Form S-8 (File No. 333-6246), filed with the Securities and
Exchange Commission on January 7, 1997, and incorporated
herein by reference; and a further amendment thereto filed as
an exhibit to the Registrant's Annual Report on Form 20-F for
the fiscal year ended December 31, 2000, filed with the
Securities and Exchange Commission on June 29, 2001, and
incorporated herein by reference.
3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Yehud, Israel on January 31, 2010.
MAGAL SECURITY SYSTEMS LTD.
By: /s/ Eitan Livneh
----------------
Name: Eitan Livneh
Title: Chief Executive Officer
4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Jacob Perry and Ilan Ovadia, and each of
them severally, his true and lawful attorney-in-fact, and agent each with power
to act with or without the other, and with full power of substitution and
resubstitution, to execute in the name of such person, in his capacity as a
director or officer of Magal Security Systems Ltd., any and all amendments to
this Registration Statement on Form S-8 and all instruments necessary or
incidental in connection therewith, and to file the same with the Securities and
Exchange Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or their substitutes, may do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on January 31, 2010 by the following
persons in the capacities indicated.
Signature Title
--------- -----
/s/Jacob Perry Chairman of the Board of Directors
--------------
Jacob Perry
/s/ Eitan Livneh
----------------
Eitan Livneh Chief Executive Officer
/s/Ilan Ovadia
--------------
Ilan Ovadia Chief Financial Officer and
Principal Accounting Officer
/s/Jacob Even-Ezra
------------------
Jacob Even-Ezra Director
/s/Nathan Kirsh
---------------
Nathan Kirsh Director
/s/Shaul Kobrinsky
------------------
Shaul Kobrinsky Director
/s/Zeev Livne
-------------
Zeev Livne Director
/s/Jacob Nuss
-------------
Jacob Nuss Director
/s/Barry Stiefel
----------------
Barry Stiefel Director
/s/Anat Winner
--------------
Anat Winner Director
Magal Senstar Inc.
By: /s/Brian Freeman Authorized Representative in
---------------- the United States
Name: Brian Freeman
Title: President and Manager
5