Securities Registration: Employee Benefit Plan (s-8)
October 19 2017 - 4:03PM
Edgar (US Regulatory)
Registration
No. 333 -_______
As
filed with the Securities and Exchange Commission on October 19, 2017
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
Medigus
Ltd.
(Exact
name of Registrant as specified in its charter)
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Israel
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Not
Applicable
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(State
or other jurisdiction of
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(IRS
Employer
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incorporation
or Organization)
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Identification
No.)
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7A
Industrial Park, P.O. Box 3030
Omer, 8496500,
Israel
(Address
of principal executive offices)
2013
Share Option and Incentive Plan
(Full
title of the plan)
Medigus
USA LLC
140
Town & Country Dr. Suite C, Danville CA 94526
+1
925-217-4677
(Name,
address, including zip code, and telephone number,
including
area code, of agent for service)
With
copies to:
Shachar
Hadar, Adv.
Meitar
Liquornik Geva Leshem Tal
16 Abba Hillel Silver Rd.
Ramat
Gan 5250608 Israel
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or emerging growth company.
See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company,"
and "emerging growth company" in Rule 12b-2 of the Exchange Act.
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Large
accelerated filer ☐
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Accelerated
filer ☒
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Non-accelerated
filer (Do not check if a smaller reporting company)
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Smaller
reporting company ☐
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Emerging growth company
☐
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If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
☐
CALCULATION
OF REGISTRATION FEE
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Title of Securities
to be Registered
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Amount to be
Registered
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Proposed Maximum
Offering Price Per
Security
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Proposed Maximum
Aggregate Offering
Price
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Amount of
Registration
Fee
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Ordinary Shares, par value NIS 0.10 per share
(1)
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12,000,000
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(2)
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$
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0.0445
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(3)
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$
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533,592
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(3)
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$
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67
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(1)
American Depositary Shares (the “
ADSs
”), evidenced by American Depositary
Receipts, issuable upon deposit of the Ordinary Shares registered hereby, par value NIS 0.10 per share
(the “
Shares
”)
,
of Medigus Ltd.
(the “
Registrant
” or “
Company
” )
are
registered on a separate registration statement on Form F-6 (File No.
333-203937
). Each ADS represents fifty (50)
Ordinary Shares
.
(2)
This registration statement on Form S-8 (this “
Registration Statement
”) covers 12,000,000 Shares of the Registrant,
which may be issued under the Registrant’s 2013 Share Option and Incentive Plan (the “
Plan
” ). In addition,
pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “
Securities Act
”), this Registration
Statement shall also cover any additional Ordinary Shares that become issuable under the Plan by reason of any share dividend,
share split, recapitalization or similar transaction effected without the receipt of consideration which results in an increase
in the number of the Company’s outstanding Ordinary Shares.
(3)
Calculated pursuant to Rule 457(c) and (h) under the Securities Act and based on the average of the high and low prices per share
of the Registrant’s ADSs as reported on the Nasdaq Capital Market on October 15, 2017, which was $2.2233 per ADS.
EXPLANATORY
NOTE
This
Registration Statement registers an additional 12,000,000 Shares of the Company, which may be issued under the Plan. In accordance
with General Instruction E of Form S-8, the contents of the Company’s Registration Statement on Form S-8 (File No. 333-206803)
relating to the Plan, filed with the Securities and Exchange Commission (the “
Commission
”) on September 8,
2015, are incorporated herein by reference except for Items 3 and 8 of the Company’s Registration Statement, which are included
in this Registration Statement.
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item
1. Plan Information*
Item
2. Registrant Information and Employee Plan Annual Information*
*The
documents containing the information specified in this Part I of Form S-8 (plan information and registrant information and employee
plan annual information) will be sent or given to employees as specified by Securities and Exchange Commission Rule 428(b)(1).
Such documents need to be filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424. These documents and the documents incorporated by reference in this Registration Statement pursuant
to Item 3 of Part II of this Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of
the Securities Act.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
The
following documents, which have been filed with the Commission by the Company, are incorporated herein by reference into this
Registration Statement:
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(a)
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The
Company’s Annual Report on Form 20-F for the fiscal year ended on December 31, 2016, filed with the Commission on March
31, 2017;
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(b)
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The
description of our Ordinary Shares, par value NIS 0.10 per share, and the American Depositary Shares representing the
Ordinary Shares, contained in our Registration Statement on Form 20-F filed with the SEC on May 7, 2015
;
and
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(c)
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Our
Reports on Form 6-K furnished to the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act on April 4, 2017, April
27, 2017, May 9, 2017, May 15, 2017, May 30, 2017 (exhibits 99.2 and 99.3 only), June 28, 2017, July 10, 2017, July 18, 2017,
July 19, 2017, July 26, 2017, August 16, 2017, September 11, 2017, September 18, 2017 (exhibits 99.2 and 99.3 only) and October
18, 2017.
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In
addition, all documents subsequently filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Securities Exchange Act of 1934, as amended, and certain Reports on Form 6-K furnished by the Company to the Commission
(which indicate on their cover pages that they are incorporated herein by reference), after the date of this Registration Statement
and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities have
been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing or furnishing of such documents or reports, to the extent not superseded
by documents or reports subsequently filed or made.
Item
8. Exhibits
See
attached Exhibit Index.
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 Omer, Israel on the 19
th
day of October, 2017.
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Medigus
Ltd.
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By:
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/s/
Christopher (Chris) Rowland
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Name:
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Christopher
(Chris) Rowland
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Title:
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Chief Executive
Officer
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POWER
OF ATTORNEY
We,
the undersigned directors and/or officers of the Registrant, hereby severally constitute and appoint Christopher (Chris) Rowland
and Oded Yatzkan, and each of them singly, our true and lawful attorneys, with full power to any of them, and to each of them
singly, to sign for us and in our names in the capacities indicated below the registration statement on Form S-8 filed herewith,
and any and all amendments to said registration statement, and any registration statement filed pursuant to Rule 462(b) under
the Securities Act, and to file or cause to be filed the same, with all exhibits thereto and other documents in connection therewith,
with the Commission, granting unto said attorneys, and each of them, full power and authority to do and perform each and every
act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as each of them
might or could do in person, and hereby ratifying and confirming all that said attorneys, and each of them, or their substitute
or substitutes, shall do or cause to be done by virtue of this Power of Attorney.
Pursuant
to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities
indicated as of the 19
th
day of October, 2017.
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Signature
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Title
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/s/
Christopher (Chris) Rowland
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Chief Executive
Officer and director (principal executive officer)
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Christopher
(Chris) Rowland
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/s/
Oded Yatzkan
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Chief Financial
Officer (principal financial and accounting officer)
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Oded Yatzkan
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/s/
Doron Birger
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Chairman of
the Board of Directors
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Doron Birger
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/s/
Efrat Venkert
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Director
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Efrat Venkert
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/s/
Eitan Machover
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Director
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Eitan Machover
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/s/
Nissim Darvish
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Director
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Dr. Nissim
Darvish
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SIGNATURE
OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT
Pursuant
to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United
States of Medigus Ltd. has signed this Registration Statement on this 19
th
day of October, 2017.
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Medigus
USA LLC
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By:
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/s/
Christopher (Chris) Rowland
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Name:
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Christopher
(Chris) Rowland
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Title:
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Chief Executive
Officer
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EXHIBIT
INDEX
*
Filed herewith.
5
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