As filed with the Securities and Exchange Commission on October 18, 2004
Registration No. 333-104070
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8/A
REGISTRATION STATEMENT
Under
The Securities Act of 1933
ALVARION LTD.
(Exact name of registrant as specified in its charter)
Israel N/A
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
21A Habarzel Street
Tel Aviv 69710, Israel
972-3-645-6262
(Address of principal executive offices) (Zip Code)
ALVARION LTD.
AMENDED AND RESTATED 2002 GLOBAL SHARE OPTION PLAN
(Full title of the Plan)
Zvi Slonimsky
Alvarion Inc.
5858 Edison Place
Carlsbad, California 92008
(Name and address of agent for service)
(760) 517-3100
(Telephone number, including area code, of agent for service)
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Copies of all communications, including all communications sent to the agent
for service, should be sent to:
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Ernest Wechsler, Esq. Sharon A. Amir, Adv.
Kramer Levin Naftalis & Frankel LLP Naschitz, Brandes & Co.
919 Third Avenue 5 Tuval Street
New York, New York 10022 Tel-Aviv 67897, Israel
Tel: 212-715-9211 Tel: 972-3-623-5000
Fax: 212-715-8086 Fax: 972-3-623-5005
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CALCULATION OF REGISTRATION FEE
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Amount Proposed Maximum
Title of to be Offering Proposed Maximum Amount of
Securities to be Registered Price Aggregate Offering Registration
Registered (1)(2) Per Share (3) Price (3) Fee
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Ordinary shares, par value 4,000,000
NIS 0.01 per share ordinary shares $13.43 $53,720,000 $6,806.32
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(1) 4,000,000 Ordinary Shares to be registered under the Alvarion Ltd. Amended
and Restated 2002 Global Share Option Plan.
(2) This Registration Statement shall also cover any additional ordinary which
become issuable under the Alvarion Ltd. Amended and Restated 2002 Global
Share Option Plan by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the receipt
of consideration which results in an increase in the number of the
outstanding ordinary shares of Alvarion Ltd.
(3) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, on the basis of the average of the
high and low selling prices per ordinary share of Alvarion Ltd. on October
15, 2004 as reported on the Nasdaq National Market.
On March 27, 2003, Alvarion Ltd. (the "Registrant") filed with the
Securities and Exchange Commission (the "SEC") a Registration Statement on Form
S-8 (File No. 333-104070) relating to 8,500,000 ordinary shares of the
Registrant to be offered and sold under the Plan set forth on the cover page of
this Registration Statement, and the contents of such prior Registration
Statement are incorporated into this Registration Statement by reference. This
amendment registers an additional 4,000,000 ordinary shares of the Registrant
which may be issued pursuant to the Registrant's the 2002 Global Share Option
Plan as amended (effective 28 April, 2004).
PART II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference
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The Registrant hereby incorporates by reference into this
Registration Statement the following documents previously filed with the SEC:
(a) The Registrant's Annual Report on Form 20-F for the fiscal
year ended December 31, 2003, filed with the SEC on June 29,
2004;
(b) All other reports filed with or furnished to the SEC by the
Registrant pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since January 1, 2004; and
(c) The description of the Registrant's Ordinary Shares contained
in the Registrant's Registration Statement No. 000-30628 on
Form 8-A filed pursuant to Section 12(g) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), on
March 17, 2000.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all of the securities offered have
been sold or which deregisters all such securities then remaining unsold shall
be deemed to be incorporated by reference in to this Registration Statement and
to be 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 subsequently filed document which also is or is 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
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Exhibit Number Exhibit
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4 Reference is made to Registrant's Registration Statement No.
000-30628 on Form 8-A, together with amendments and exhibits
thereto, which are incorporated herein by reference pursuant to
Item 3(c) of this Registration Statement.
5 Opinion of Naschitz, Brandes & Co.*
23.1 Consent of Kost, Forer, Gabbay & Kasierer, A Member of Ernst &
Young Global.*
23.2 Consent of Naschitz, Brandes & Co. (contained in their opinion
constituting Exhibit 5).*
24 Power of Attorney (included in signature page).*
99 2002 Global Share Option Plan, as amended (effective 28 April,
2004).*
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* 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 amendment to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, on this 18 day of October, 2004.
ALVARION LTD.
By: /s/ Dafna Gruber
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Dafna Gruber
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this amendment to the Registration Statement has been signed below by
the following persons in the capacities and on the dates indicated.
Signature Title Date
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*______________________ Chairman of the Board
Anthony Maher of Directors October 18, 2004
*______________________ Chief Executive Officer October 18, 2004
Zvi Slonimsky and Director (Principal
Executive Officer)
/s/ Dafna Gruber Chief Financial Officer October 18, 2004
------------------------ (Principal Financial and
Dafna Gruber Accounting Officer)
*_______________________ Vice Chairman of the Board October 18, 2004
Meir Barel of Directors
*_______________________ Director October 18, 2004
Raphael Amit
*_______________________ Director October 18, 2004
Orna Berry
*_______________________ Director October 18, 2004
Oded Eran
*_______________________ Director October 18, 2004
Robin Hacke
*_______________________ Director October 18, 2004
Benny Hanigal
*_______________________ Director October 18, 2004
David Kettler
*_______________________ Director October 18, 2004
Amnon Yacoby
*By: /s/ Dafna Gruber
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Dafna Gruber, Attorney-in-Fact
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________________________
EXHIBITS
TO
REGISTRATION STATEMENT ON
FORM S-8
UNDER THE
SECURITIES ACT OF 1933, AS AMENDED
___________________________________________
ALVARION LTD.
EXHIBIT INDEX
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Exhibit Number Exhibit
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4 Reference is made to Registrant's Registration Statement No.
000-30628 on Form 8-A, together with amendments and exhibits
thereto, which are incorporated herein by reference pursuant to
Items 3(c) of this Registration Statement.
5 Opinion of Naschitz, Brandes & Co.*
23.1 Consent of Kost, Forer & Gabbay.*
23.2 Consent of Naschitz, Brandes & Co. (contained in their opinion
constituting Exhibit 5).*
24 Power of Attorney (included in signature page).*
99 The 2002 Global Share Option Plan, as amended (effective April,
2004).*
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* Filed herewith.