Securities Registration: Employee Benefit Plan (s-8)
September 16 2022 - 8:57AM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on September 16, 2022
No.
333-
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CYREN
LTD.
(Exact
name of registrant as specified in its charter)
Israel |
|
Not
applicable |
(State
or other Jurisdiction of
Incorporation or Organization) |
|
(I.R.S.
Employer
Identification No.) |
10
Ha-Menofim St., 5th Floor
Herzliya, Israel
(Address including Zip Code of Principal Executive Offices)
Amended and Restated 2016 Non-Employee Director Equity Incentive Plan
Amended
& Restated 2016 Equity Incentive Plan
(Full
title of the plan)
Brett Jackson
Chief
Executive Officer
Cyren
Ltd.
c/o
Cyren Inc.
1430
Spring Hill Road, Suite 330
McLean,
Virginia 22102
(703)
760-3320
(Name,
address and telephone number, including area code, of agent for service)
With
copies to:
Brian
Dunn
General
Counsel
Cyren
Ltd.
c/o
Cyren Inc.
1430
Spring Hill Road, Suite 330
McLean,
Virginia 22102
(703)
760-3320 |
|
Laurie
L. Green, Esq
Greenberg
Traurig, P.A.
401
East Las Olas Boulevard, Suite 2000
Fort
Lauderdale, Florida 33301
(954)
768-8232
|
|
Adrian
Daniels
Yigal
Arnon – Tadmor Levy
1
Azrieli Center
Tel
Aviv 6702101, Israel
(+972)-3-608-7777
|
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 definitions of “large accelerated filer,” “accelerated filer,” “small
reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer |
☐ |
Accelerated
filer |
☐ |
Non-accelerated
filer |
☒ |
Smaller
reporting company |
☒ |
|
|
Emerging
growth company |
☐ |
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. ☐
EXPLANATORY
NOTE
On
August 31, 2022, the shareholders of the Registrant approved amendments to the Cyren Ltd. 2016 Equity Incentive Plan and the Cyren Ltd.
2016 Non-Employee Director Equity Incentive Plan, each as amended and restated (together, the “Plans”) to increase the number
of Ordinary Shares available for issuance under the Plans by an aggregate of 790,000 Ordinary Shares. The number of additional ordinary
shares to be registered under the respective Plans are as follows: 2016 Equity Incentive Plan — 665,000; and 2016 Non-Employee
Director Equity Incentive Plan — 125,000. Pursuant to General Instruction E of Form S-8, this Registration Statement registers
the offer and sale of such additional Ordinary Shares.
Such
additional Ordinary Shares are of the same class of securities as the Ordinary Shares issuable under the Plans for which the currently
effective registration statement on Form S-8 (File No. 333-238269) filed with the Securities and Exchange Commission (the “Commission”)
on May 14, 2020 (the “Prior Registration Statement”) was filed. As permitted by General Instruction E of Form S-8, the contents
of the Prior Registration Statement, including any amendments thereto or filings incorporated therein, are incorporated by reference
into this Registration Statement, except as amended hereby.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3.
INCORPORATION OF DOCUMENTS BY REFERENCE
The
following document(s) filed with the Commission by Cyren Ltd., an Israeli registered public company (the “Company”),
pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated
herein by reference:
(1)
The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021;
(2)
Quarterly Reports on Form 10-Q for the fiscal quarters ended June 30, 2022 and March 31, 2022;
(3)
The description of our ordinary shares contained in our Form 8-A filed on June 25, 1999, and Form F-1 (File No. 333-78531) filed on May
14, 1999, as amended, as updated by Exhibit 4.1 to the Annual Report on Form 10-K for the year ended December 31, 2021, and any reports
filed for the purpose of updating such description; and
(4);
Current Reports on Form 8-K, filed by the Company with the Commission on September 6, 2022, August 5, 2022, August 3, 2022, July 13, 2022, June 7, 2022, May 17, 2022, February 25, 2022, February 14, 2022, February 9, 2022; (excluding
“furnished” and not “filed” information).
All
documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (not including any information
furnished under Items 2.02, 7.01 or 9.01 of Form 8-K, which information is not incorporated by reference herein) prior to the filing
of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents.
Any
statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement contained herein (or in any other subsequently filed document
which also is incorporated or deemed to be incorporated by reference herein), modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
ITEM 8.
EXHIBITS
| |
| |
Incorporated
by Reference |
Exhibit
No. | |
Exhibit
Description | |
Form | |
Period
Covered or
Date of Filing |
3.1 | |
Memorandum of Association of the Company. | |
Exhibit 3.1 to F-1
(333–78531) | |
06/03/99 |
3.2 | |
Amended and Restated Articles of Association of the Company, as amended on February 7, 2022. | |
8-K | |
02/09/2022 |
4.1 | |
Description of Securities. | |
10-K | |
Year ended
December 31, 2021 |
5.1 | |
Opinion of Yigal Arnon & Co. *
| |
| |
|
10.1 | |
2016 Non-Employee Director Equity Incentive Plan, as amended and restated (incorporated by reference to Appendix C to the Company’s Definitive Proxy Statement filed on August 2, 2022). †
| |
| |
|
10.2 | |
2016 Equity Incentive Plan, as amended and restated (incorporated by reference to Appendix B to the Company’s Definitive Proxy Statement filed on August 2, 2022). †
| |
| |
|
23.1 | |
Consent of Kost, Forer, Gabbay & Kasierer, independent registered public accounting firm. * | |
| |
|
23.2 | |
Consent of Yigal Arnon & Co. (included in Exhibit 5.1 hereto). *
| |
| |
|
24.1 | |
Power of Attorney (included on the signature page hereto). * | |
| |
|
† | Management
or compensatory plan or arrangement |
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 the of McLean, Commonwealth of Virginia, on September 16, 2022.
|
CYREN INC. |
|
|
|
|
By: |
/s/ Brett
Jackson |
|
Name: |
Brett Jackson |
|
Title: |
Chief
Executive Officer
|
POWER
OF ATTORNEY
We,
the undersigned officers and directors of Cyren Ltd. hereby severally constitute and appoint Brett Jackson our true and lawful attorney
with full power to him 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 (including post-effective amendments) to said Registration Statement, and any registration statement
filed pursuant to Rule 462 under the Securities Act of 1933, as amended, in connection with said Registration Statement, and to file
or cause to be filed the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange
Commission, and generally to do all such things in our name and on our behalf in our capacities as officers and directors to enable Cyren
Ltd. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission,
hereby ratifying and confirming all that said attorney or his substitute or substitutes, shall 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/ Brett Jackson |
|
Chief Executive Officer |
|
September 16, 2022 |
Brett Jackson |
|
(Principal Executive Officer and
Principal Financial Officer) |
|
|
|
|
|
|
|
/s/ Brady Hayden |
|
Principal Accounting Officer |
|
September 16, 2022 |
Brady Hayden |
|
|
|
|
|
|
|
|
|
/s/ John Becker |
|
Director |
|
September 16, 2022 |
John Becker |
|
|
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|
|
/s/ Cary Davis |
|
Director |
|
September 16, 2022 |
Cary Davis |
|
|
|
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|
/s/ David Earhart |
|
Director |
|
September 16, 2022 |
David Earhart |
|
|
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/s/ James Hamilton |
|
Director |
|
September 16, 2022 |
James Hamilton |
|
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|
/s/ Hila Karah |
|
Director |
|
September 16, 2022 |
Hila Karah |
|
|
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|
|
/s/ Lauren Zletz |
|
Director |
|
September 16, 2022 |
Lauren Zletz |
|
|
|
|
CYREN INC. |
Authorized Representative in the United States |
September 16, 2022 |
|
|
|
By: |
/s/
Brett Jackson |
|
|
Name: |
Brett Jackson |
|
|
Title: |
Attorney-in-Fact |
|
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