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 |
Michael Kaplan
Partner, Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017 United States +1 212 450 4000
|
Large accelerated filer
|
☒
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☐
|
Smaller reporting company
|
☐
|
|
|
|
|
Emerging growth company
|
☐
|
|
|
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
|
66,667
|
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
|
900,000
|
March 16, 2020
|
333-237196
|
1,300,000
|
November 4, 2020
|
333-249846
|
1,350,000
|
January 20, 2022
|
333-262260
|
1,350,000
|
August 17, 2022
|
333-266928
|
1,300,000
|
ITEM 3.
|
INCORPORATION OF DOCUMENTS BY REFERENCE.
|
(a)
|
The Registrant’s Annual Report on Form 20-F for the fiscal year ended December 31,
2022, filed with the Commission on March 15, 2023;
|
(b)
|
The Registrant’s reports of Foreign Private Issuer on Form 6-K furnished to the Commission on May 3, 2023 (relating solely to the GAAP financial statements tables attached thereto as Exhibit 99.1), on May 17, 2023 and on June 21, 2023;
and
|
(c)
|
The description of the Registrant’s Ordinary Shares set forth in Exhibit 2.1 to the Registrant's Annual Report on Form 20-F filed with the Commission on March 15, 2023, 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 as an exhibit to the Registrant’s Annual Report on Form 20-F filed with the Commission on March 15, 2023, 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 and Director
|
Doron Gerstel
|
|
(Principal Executive Officer)
|
|
|
|
/s/ Maoz Sigron
|
|
Chief Financial Officer
|
Maoz Sigron
|
|
(Principal Financial Officer and Principal Accounting Officer)
|
|
|
|
/s/ Michal Drayman
|
|
Director
|
Michal Drayman
|
|
|
|
|
|
/s/ Amir Guy
|
|
Director
|
Amir Guy
|
|
|
|
|
|
/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
|
|
KOST FORER GABBAY & KASIERER
|
Tel Aviv, Israel
|
A member of Ernst & Young Global
|
June 28, 2023
|
Security Type
|
Security Class Title
|
Fee Calculation Rule
|
Amount Registered(1)
|
Proposed Maximum Offering Price Per Unit(2)
|
Maximum Aggregate Offering Price
|
Fee Rate
|
Amount of Registration Fee
|
Equity
|
Ordinary Shares, par value NIS 0.03 per share
|
457(c) and 457(h)
|
1,000,000
|
$32.88
|
$32,880,000
|
.00011020
|
$3,623.37
|
Total Offering Amounts
|
|
|
$3,623.37
|
|
$3,623.37
|
||
Total Fee Offsets
|
|
|
|
|
N/A
|
||
Net Fee Due
|
|
|
|
|
$3,623.37
|
(1)
|
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration
Statement on Form S-8 shall also cover any additional Ordinary Shares, which become issuable under the Equity Incentive 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 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 June 26, 2023.
|