As filed with the Securities and Exchange Commission on January 7, 2005
Registration No.333-112755_
==============================================================================
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Metalink Ltd.
(Exact Name of Registrant as Specified in its Charter)
Israel N/A
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
Yakum Business Park
Yakum 60972, Israel
972-9-960-5555
(Address, Including Zip Code, and Telephone Number,
including Area Code, of Registrant's Principal Executive Offices)
2003 SHARE OPTION PLAN
2003 INTERNATIONAL EMPLOYEE STOCK OPTION PLAN
(Registration of Additional Shares)
(Full Title of Plan)
Ofer Lavie
c/o Metalink Inc.
150C Lake Forest Way
Folsom, California 95630
916-355-1580
(Name and Address, Including Zip Code,
and Telephone Number, Including Area Code, of Agent For Service)
Copies to:
Bruce Dravis, Esq.
Downey Brand LLP
555 Capitol Mall, 10th Floor
Sacramento, CA 95814
Telephone: (916) 444-1000
Facsimile: (916) 444-2100
_______________
CALCULATION OF REGISTRATION FEE
==============================================================================
Title of Amount Proposed Proposed Amount of
Securities to to Be Maximum Maximum Registration
Be Registered Registered(1) Offering Aggregate Fee
Price Per Offering
Share(2) Price(2)
------------------------------------------------------------------------------
1,000,000 $5.40 $5,400,000
Ordinary shares, par value NIS 0.10 per $635.58
share
Ordinary shares, par value NIS 0.10 per 300,000
share $5.40 $1,620,000 $ 190.68
Total 1,300,000 $5.40 $7,020,000 $ 826.26
=============================================================================
(1) The registrant hereby registers additional shares under registration
statement 333-112755, originally filed February 12, 2004, the contents of which
are hereby incorporated by reference. Includes 1,000,000 ordinary shares
issuable pursuant to the exercise of options under the 2003 Share Option Plan;
and 300,000 ordinary shares issuable pursuant to the exercise of options under
the 2003 International Employee Stock Option Plan; plus such indeterminate
number of ordinary shares as may be issued to prevent dilution resulting from
stock dividends, stock splits or similar transactions in accordance with Rule
416 under the Securities Act of 1933.
(2) Computed solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, as amended, based
upon the average of the high and low prices of the ordinary shares of
Metalink Ltd. as quoted on the Nasdaq National Market on January 6, 2004.
============================================================================
The registrant hereby registers additional shares under registration
statement 333-112755, originally filed February 12, 2004, the contents of
which are hereby incorporated by reference.
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
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the city of Yakum, state of Israel, on this
30th day of December, 2004.
Metalink Ltd.
By: /s/Tzvi Shukhman______________
Name: Tzvi Shukhman
Title: Chief Executive Officer &
Chairman of the Board
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 date indicated.
Title Date
Signature
Chief Executive Officer and Chairman of January 3, 2005
/s/Tzvi the Board of Directors (principal
Shukhman executive officer).
Tzvi Shukhman
Chief Financial Officer (principal January 3, 2005
/s/Tzvi financial and accounting officer).
Shukhman
Ofer Lavie
December 30, 2004
/s/Tzvi Director
Shukhman
Uzi Rozenberg
January 3, 2005
/s/Tzvi Director
Shukhman
Meir Bar - E1
January 3, 2005
/s/Tzvi Director
Shukhman
Sarit Weiss - Firon
January 3, 2005
Director
/s/Tzvi
Shukhman
Efi Shenhar
January 3, 2005
/s/Tzvi Director
Shukhman
Joe Markee
January 3, 2005
_______________ Director
Gideon Barak
Authorized Representative January 4, 2005
in the United States
METALINK INC.
/s/JOHN CAMAGNA
--------------------------
John Camagna
EXHIBIT INDEX .
Exhibit No. Description
4.10 2003 International Employee Stock Option Plan, as amended. (filed
herewith)
4.11 2003 Share Option Plan, as amended. (filed herewith)
5.1 Opinion of Goldfarb, Levy, Eran & Co. with respect to
the legality of the securities being offered. (filed herewith)
23.1 Consent of Brightman Almagor & Co., independent auditors.
(filed herewith)
23.3 Consent of Goldfarb, Levy, Eran & Co. (Included in the
opinion filed as Exhibit 5). (filed herewith)