As filed with the Securities and Exchange Commission on January 6, 2006
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)
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Israel |
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N/A |
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(State or Other Jurisdiction of |
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(I.R.S. Employer Identification No.) |
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Incorporation or Organization) |
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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
(Registration of Additional Shares)
(Full Title of Plan)
Yuval
Ruhama
c/o Yakum Business Park
Yakum 60972, Israel
972-9-960-5555
(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
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Proposed |
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Proposed |
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Maximum |
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Maximum |
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Title of |
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Amount |
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Offering |
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Aggregate |
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Amount of |
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Securities to |
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to Be |
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Price Per |
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Offering |
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Registration |
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Be Registered |
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Registered(1) |
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Share(2) |
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Price(2) |
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Fee |
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Ordinary shares, par value NIS 0.10 per share |
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1,500,000 |
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$ |
4.83 |
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$ |
7,245,000 |
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$ |
775.22 |
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Total |
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1,500,000 |
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$ |
4.83 |
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$ |
7,245,000 |
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$ |
775.22 |
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(1) |
The registrant hereby registers additional shares under registration statement 333-112755, originally filed February 12, 2004, and amended January 7, 2005 , the contents of which are hereby incorporated by reference. Includes 1,500,000 ordinary shares issuable pursuant to the exercise of options under the 2003 Share 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. |
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(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 5, 2006. |
EXPLANATORY NOTE
The registrant hereby registers additional shares under registration statement 333-112755, originally filed February 12, 2004, and amended January 7, 2005, the contents of which are hereby incorporated by reference.
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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 29 day of December, 2005.
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Metalink Ltd. |
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By: |
/s/ Tzvika Shukman |
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Name: |
Tzvika Shukhman |
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Title: |
Chief Executive Officer & |
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Chairman of the Board |
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Authorized Representative |
December 28, 2005 |
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in the United States |
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METALINK INC. |
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/s/ Ron Cates |
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Ron Cates, |
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Vice President, North America |
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Sales & Marketing |
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EXHIBIT INDEX .
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Exhibit No. |
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Description |
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5.1 |
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Opinion of Goldfarb, Levy, Eran, Meiri & Co. with respect to the legality of the securities being offered. (filed herewith) |
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23.1 |
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Consent of Brightman Almagor & Co., independent auditors. (filed herewith) |
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23.3 |
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Consent of Goldfarb, Levy, Eran, Meiri & Co. (Included in the opinion filed as Exhibit 5). (filed herewith) |
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