- Post-Effective Amendment to an S-8 filing (S-8 POS)
February 07 2011 - 10:18AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on February 7, 2011
Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (No. 333-170256)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Voltaire Ltd.
(Exact Name of Registrant as Specified in Its Charter)
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State of Israel
(State or Other Jurisdiction of
Incorporation or Organization)
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Not Applicable
(I.R.S. Employer
Identification No.)
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13 Zarchin Street
Raanana 43662, Israel
(Address, Including Zip Code, of Principal Executive Offices)
VOLTAIRE LTD. 2007 INCENTIVE COMPENSATION PLAN
(Full title of the plans)
Voltaire, Inc.
100 Apollo Drive
Chelmsford, Massachusetts 01824
(978) 439-5400
(Name, Address and Telephone Number, Including Area Code, of Agent For Service)
COPY TO:
Latham & Watkins LLP
140 Scott Drive
Menlo Park, CA 94025
Attn: Alan C. Mendelson
Mark V. Roeder
DEREGISTRATION OF COMMON STOCK
The Registration Statement on Form S-8 (Registration No. 333-170256) (the Registration Statement)
of Voltaire Ltd., a public company formed under the laws of Israel (Voltaire), pertaining to the
registration of 842,424 ordinary shares of Voltaire, par value NIS 0.01 per share (the Ordinary
Shares), to which this Post-Effective Amendment No. 1 relates, was filed with the Securities and
Exchange Commission on November 2, 2010.
Mellanox Technologies, Ltd., a public company formed under the laws of Israel (Mellanox), Mondial
Acquisition Corporation Ltd., a private company formed under the laws of Israel and a wholly owned
subsidiary of Mellanox (Merger Sub), and Voltaire entered into an Agreement of Merger dated as of
November 29, 2010 (the Merger Agreement), pursuant to which, among other things, Merger Sub would
be merged with and into Voltaire, Voltaire would become a wholly owned subsidiary of Mellanox, and
all outstanding Ordinary Shares of Voltaire would be exchanged into the right to receive a cash
amount equal to US $8.75, without interest (these actions are collectively referred to as the
Merger). The Merger became effective on February 7, 2011 (the Effective Time).
As a result of the Merger, Voltaire has terminated all offerings of Ordinary Shares of Voltaire
pursuant to its existing registration statements, including this Registration Statement. In
accordance with an undertaking made by Voltaire in the Registration Statement to remove from
registration, by means of a post-effective amendment, any Ordinary Shares of Voltaire which remain
unsold at the termination of the offering, Voltaire hereby removes from registration all Ordinary
Shares of Voltaire registered under the Registration Statement which remain unsold as of the
Effective Time.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Post-Effective Amendment to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Yokneam, Israel, on February 7, 2011.
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VOLTAIRE LTD.
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By:
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/s/ Eyal Waldman
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Name:
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Eyal Waldman
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Title:
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President and Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, this registration statement has
been signed by the following persons in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ Eyal Waldman
Eyal Waldman
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President, Chief Executive
Officer and Director
(Principal
Executive Officer)
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February 7, 2011
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/s/ Michael Gray
Michael Gray
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Chief Financial Officer
(Principal Financial and
Accounting Officer)
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February 7, 2011
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/s/ Irwin Federman
Irwin Federman
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Director
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February 7, 2011
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/s/ Amal Johnson
Amal Johnson
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Director
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February 7, 2011
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