As filed with the Securities and Exchange Commission on March 31, 2020

 

Registration No. 333-

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM S-8

 

REGISTRATION STATEMENT

Under

The Securities Act of 1933

 

 

 

Fiverr International Ltd.

(Exact name of registrant as specified in its charter)

 

State of Israel     Not Applicable  
(State or other jurisdiction       (IRS Employer Identification No.)  
of incorporation or organization)          

 

Fiverr International Ltd.
8 Eliezer Kaplan St,
Tel Aviv 6473409, Israel
Tel: +972-72-2280910
(Address of principal executive offices) 		  Not Applicable
(Zip code)  

 

 

 

 2019 Share Incentive Plan

(Full title of the plan)

 

 

 

C T Corporation System
28 Liberty Street
New York, NY 10005
(Name and address of agent for service)

 

212-894-8940

(Telephone number, including area code, of agent for service)

 

Copies to:

 

Joshua G. Kiernan
Latham & Watkins LLP

99 Bishopsgate

London EC2M 3XF, UK
Tel: + 44 20 7710-5820
Fax: +44 20 7374-4460

 

 

Shachar Hadar
Elad Ziv

Meitar | Law Offices
16 Abba Hillel Road
Ramat Gan 5250608, Israel
Tel: +972 (3) 610-3100
Fax: +972 (3) 610-3111

 

 

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an 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.

 

    Large accelerated filer ¨   Accelerated filer ¨  
     
    Non-accelerated filer x   Smaller reporting company ¨  
     
        Emerging Growth Company x  

 

 

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. o

 

CALCULATION OF REGISTRATION FEE

 

                                   
Title of Securities to be Registered       Amount to be Registered(1)       Proposed Maximum Offering Price Per Share       Proposed Maximum Aggregate Offering Price       Amount of Registration Fee      
Ordinary Shares, no par value per share       1,840,016 shares(2)     $   24.36   (3)   $   44,822,789.76  (3)   $   5,818.00     
(1)   Pursuant to Rule 416(a) and Rule 416(b) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover an indeterminate number of additional ordinary shares, no par value per share (“Ordinary Shares”) of Fiverr International Ltd. (the “Registrant”), which may become issuable under the  2019 Share Incentive Plan (the “2019 Plan”) by reason of any share split, share dividend, recapitalization or other similar transaction.    
     
(2)   Consists of 1,840,016 Ordinary Shares that may become issuable under the 2019 Plan pursuant to its terms.    
     
(3)   Estimated in accordance with Rules 457(c) and 457(h) under the Securities Act solely for the purpose of calculating the registration fee based on the average of the high and low prices of the Ordinary Shares of $24.36, as reported on the New York Stock Exchange, on March 26, 2020.    
                             

 

 

 

 

 

EXPLANATORY NOTE

 

This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 1,840,016 ordinary shares, no par value per share (“Ordinary Shares”) of Fiverr International Ltd. (the “Registrant”) that may become issuable under the Registrant’s 2019 Share Incentive Plan, as it may be amended or restated from time to time (the “2019 Plan”). A Registration Statement of the Registrant on Form S-8 relating to the 2019 Plan is effective.

 

INCORPORATION BY REFERENCE OF CONTENTS OF

REGISTRATION STATEMENT ON FORM S-8

 

Except as set forth below, the contents of the Registration Statement on Form S-8 (File No. 333-232310) filed with the Securities and Exchange Commission, relating to the 2019 Plan, are incorporated by reference herein.

 

 

Item 8. Exhibits.

 

Exhibit
Number   		   

Description of Exhibit

 

3.1     Amended and Restated Articles of Association of the Registrant, as currently in effect (incorporated by reference to Exhibit 1.1 to the Registrant’s Annual Report on Form 20-F (File No. 001-38929) filed on March 31, 2020).
     
5.1+     Opinion of Meitar | Law Offices as to the legality of the Registrant’s Ordinary Shares.
     
23.1+     Consent of Kost, Forer, Gabbay and Kasierer, a member of Ernst & Young Global, independent registered public accounting firm.
     
23.2 +     Consent of Meitar | Law Offices (included in Exhibit 5.1).
     
24.1+     Power of Attorney (included on signature page).
     
99.1     2019 Share Incentive Plan, as it may be amended or restated from time to time (incorporated by reference to Exhibit 99.1 to the Registrant’s Registration Statement on Form S-8 (Reg. No. 333-232310) filed on June 24, 2019).

 

 

 

+ Filed herewith

 

 

 

 

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 Tel Aviv, Israel, on this 31st day of March, 2020.

 

    FIVERR INTERNATIONAL LTD.
       
       
    By:   /s/ Micha Kaufman  
        Name:   Micha Kaufman  
        Title:   Chief Executive Officer  

 

 

 

 

SIGNATURES AND POWER OF ATTORNEY

 

We, the undersigned officers and directors of Fiverr International Ltd., hereby severally constitute and appoint Micha Kaufman and Ofer Katz, and each of them singly (with full power to each of them to act alone), our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him and in his name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as full to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

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

 

Signature       Title       Date  
                   
/s/ Micha Kaufman       Co-Founder, Chief Executive Officer and Chairman of the Board
(Principal Executive Officer)   		    March 31, 2020 
Micha Kaufman              
                   
/s/ Ofer Katz       Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)   		    March 31, 2020
Ofer Katz             
                   
/s/ Philippe Botteri       Member of the Board       March 31, 2020
Philippe Botteri                  
                   
/s/ Adam Fisher       Member of the Board       March 31, 2020
Adam Fisher                
                   
/s/ Ron Gutler       Member of the Board       March 31, 2020
Ron Gutler                  
                   
/s/ Gili Iohan       Member of the Board       March 31, 2020
Gili Iohan                 
                   
/s/ Jonathan Kolber       Member of the Board       March 31, 2020

 

 

 

 

Jonathan Kolber                
         
/s/ Erez Shachar       Member of the Board       March 31, 2020
Erez Shachar                 
                   
/s/ Nir Zohar       Member of the Board       March 31, 2020
Nir Zohar                 

 

 

 

 

SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE OF REGISTRANT

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Fiverr International Ltd., has signed this Registration Statement on Form S-8, in the City of New York, State of New York, on March 31, 2020.

 

    FIVERR INC.  
   
    (Authorized Representative in the United States)  
       
    By: /s/ Jinjin Qian
        Name: Jinjin Qian
        Title:   VP, Strategic Finance

 

 

 

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