|
|
|
State of Israel
|
|
Not Applicable
|
(State or Other Jurisdiction of
Incorporation or Organization)
|
|
(I.R.S. Employer
Identification Number)
|
Dr. Shachar Hadar, Adv.
Elad Ziv, Adv.
Meitar | Law Offices 16 Abba Hillel Road Ramat Gan 5250608, Israel Tel: +972 (3) 610-3100 Fax: +972 (3) 610-3111 |
Large accelerated filer
|
|
☐
|
|
Accelerated filer
|
|
☒
|
Non-accelerated filer
|
|
☐
|
|
Smaller reporting company
|
|
☐
|
Title of Securities to be Registered
|
Amount to be
Registered (1)
|
Proposed Maximum Offering Price Per Share(2)
|
Proposed Maximum Aggregate Offering Price
|
Amount of Registration Fee
|
||||||||||||
Ordinary Shares, NIS 0.03 par value per share (“Ordinary Shares”)
|
||||||||||||||||
Ordinary Shares reserved for issuance under the Equity Incentive Plan, as amended (the “Plan”)
|
1,350,000
|
$
|
19.88
|
$
|
26,838,000
|
$
|
2,488.00
|
(1)
|
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 (this “Registration Statement”) shall also cover any additional Ordinary Shares
which become issuable under the Plan of Perion Network Ltd. (the “Company” or the “Registrant”), by reason of any share dividend, share split, recapitalization or other similar transaction effected without the receipt of consideration (or by
anti-dilution provisions in respect thereof) which results in an increase in the number of the outstanding Ordinary Shares of the Company.
|
(2)
|
Estimated pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, solely for the purpose of computing the registration fee, based on the average of the high and low prices reported for an Ordinary Share
on the Nasdaq Global Select Market on January 19, 2022.
|
Date
|
SEC File Number
|
Number of Shares
|
June 30, 2008
|
333-152010
|
333,333
|
January 20, 2011
|
333-171781
|
333,333
|
May 20, 2013
|
333-188714
|
333,333
|
November 18, 2013
|
333-192376
|
666,667
|
December 31, 2013
|
333-193145
|
1,378,682
|
April 27, 2015
|
333-203641
|
666,667
|
December 1, 2015
|
333-208278
|
1,666,667
|
March 7, 2017
|
333-216494
|
1,666,667
|
March 16, 2020
|
333-237196
|
1,300,000
|
November 4, 2020
|
333-249846
|
1,350,000
|
ITEM 3.
|
INCORPORATION OF DOCUMENTS BY REFERENCE.
|
(a) |
The Registrant’s Annual Report on Form 20-F for the fiscal year ended December 31, 2020, filed with the Commission on
March 25, 2021;
|
(b) |
The Registrant’s reports of Foreign Private Issuer on Form 6-K furnished to the Commission on May 4, 2021 (relating solely to the GAAP
financial statements tables for the quarter ended March 31, 2021 contained in the press release attached as Exhibit 99.1 thereto), August
31, 2021 (including Exhibit 99.1 and 99.2 thereto), October 26, 2021 – Report No. 3 (relating solely to the GAAP financial
statements tables for the quarter ended September 30, 2021 contained in the press release attached as Exhibit 99.1 thereto) and October 26,
2021- Report No. 4 ; and
|
(c) |
The description of the Registrant’s Ordinary Shares set forth in the Prospectus, dated January 30, 2006, contained in the Registrant’s registration statement on Form F-1/A (No. 333-129246), filed with the Commission on January 30, 2006, as updated by (ii) Exhibit 2.1 to the Registrant’s Annual Report
on Form 20-F for the fiscal year ended December 31, 2019 filed with the Commission on March 16, 2020, and any amendment or
report filed for the purpose of further updating that description.
|
ITEM 8.
|
EXHIBITS.
|
Exhibit
Number
|
|
Exhibit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
Filed herewith.
|
|
|
(1)
|
Previously filed with the SEC on April 29, 2013 as an exhibit to the Registrant’s annual report on Form 20-F, and incorporated herein by reference
|
|
|
(2)
|
Previously filed with the SEC on October 15, 2013 as an exhibit to the Registrant’s report of foreign private issuer on Form 6-K, and incorporated herein by reference
|
Perion Network Ltd.
|
|
|
|
|
|
By:
|
/s/ Doron Gerstel
|
|
Name:
|
Doron Gerstel
|
|
Title:
|
Chief Executive Officer
|
|
Name
|
|
Title
|
|
|
|
/s/ Eyal Kaplan
|
|
Chairman of the Board of Directors
|
Eyal Kaplan
|
|
|
|
|
|
/s/ Doron Gerstel
|
|
Chief Executive Officer
|
Doron Gerstel
|
|
(Principal Executive Officer)
|
|
|
|
/s/ Maoz Sigron
|
|
Chief Financial Officer
|
Maoz Sigron
|
|
(Principal Financial Officer and Principal Accounting Officer)
|
|
|
|
/s/ Dror Erez
|
|
Director
|
Dror Erez
|
|
|
|
|
|
/s/ Sarit Firon
|
|
Director
|
Sarit Firon
|
|
|
|
|
|
/s/ Rami Schwartz
|
|
Director
|
Rami Schwartz
|
|
|
/s/ Michael Vorhaus
|
|
Director
|
Michael Vorhaus
/s/ Joy Marcus
|
|
Director
|
Joy Marcus
|
|
|
|
Intercept Interactive Inc.
D/B/A Undertone
|
|
|
|
|
|
|
|
By:
|
/s/ Doron Gerstel
|
|
|
Name:
|
Doron Gerstel
|
|
|
Title:
|
Director
|
|
|
Very truly yours,
|
|
/s/ Meitar | Law Offices
|
|
Meitar | Law Offices
|
|
|
/s/ KOST FORER GABBAY & KASIERER
|
Tel Aviv, Israel
|
|
KOST FORER GABBAY & KASIERER
|
January 20, 2022
|
|
A member of Ernst & Young Global
|