Edgar Filing: ATTUNITY LTD

zk1007738.htm

As filed with the Securities and Exchange Commission on February 3, 2010

Registration No. 333-____

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_______________

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

_____________

ATTUNITY LTD.

(Exact name of registrant as specified in its charter)

Israel

(State or Other Jurisdiction of Incorporation or Organization)

None

(I.R.S. Employer Identification Number)

Kfar Netter Industrial Park, Kfar Netter, Israel 40593

(Address of Principal Executive Offices; Zip Code)

_______________

Attunity Ltd Year 2001 Stock Option Plan

Attunity Ltd – The 2003 Israeli Share Option Plan

(Full Title of the Plan)

_______________

Dror Elkayam

Vice President Finance and Secretary

Attunity Inc.

70 Blanchard Road

Burlington, Massachusetts 01803

(Name and Address of Agent for Service)

(781) 213-5203

(Telephone Number, Including Area Code, of Agent for Service)

Copies of all communications, including all communications sent to the agent for service, should be sent to:

Ido Zemach, Adv.

Goldfarb, Levy, Eran, Meiri, Tzafrir & Co.

Amot Investment Tower

2 Weizmann Street

Tel Aviv 64239, Israel

Fax: (+972 3) 608-9908

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o	Accelerated filer o
Non-accelerated filer x	Smaller reporting company o
(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered (1)		Proposed Maximum Offering Price Per Share			Proposed Maximum Aggregate Offering Price			Amount of Registration Fee (4)
Ordinary Shares, par value NIS 0.10 per share		451,654	$	0.37	(2)	$	167,112	(2)		N/A
Ordinary Shares, par value NIS 0.10 per share		1,048,346	$	0.39	(3)	$	408,855	(3)		N/A
Total		1,500,000		N/A		$	575,967		$	41.07	*

(1)

Plus such number of ordinary shares of the Registrant, 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, as amended (the "Securities Act").

(2)

The proposed maximum offering price per share and the proposed maximum aggregate offering price are based on the exercise price provided for in the relevant stock options, in accordance with Rules 457(c) and 457(h) under the Securities Act.

(3)

The proposed maximum offering price per share and the proposed maximum aggregate offering price have been estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rules 457(c) and 457(h) under the Securities Act on the basis of the average of the bid and ask prices of the ordinary shares on the OTC Bulletin Board on February 2, 2010, a date within five (5) business days prior to the date of this Registration Statement.

(4)

Calculated pursuant to Section 6(b) of the Securities Act as follows: proposed maximum aggregate offering price multiplied by 0.00007130.

This registration fee is offset from the Registrant's balance of previously paid registration fees.

________________________________

This Registration Statement shall become effective immediately upon filing as provided in Rule 462 under the Securities Act of 1933.

REGISTRATION OF ADDITIONAL SECURITIES – EXPLANATORY NOTE

This Registration Statement is filed by Attunity Ltd. (the "Registrant" or "we") in accordance with the provisions of General Instruction E to Form S-8 for the purpose of registering an additional 1,500,000 ordinary shares, par value NIS 0.10 per share, of the Registrant, which are reserved for offer and sale under either the Attunity Ltd Year 2001 Employee Stock Option Plan and/or the Attunity Ltd – The 2003 Israeli Share Option Plan (the “Plans”). The contents of the Registrant's Registration Statement on Form S-8 as filed with the Securities and Exchange Commission (the "Commission") on January 26, 2005 (File No. 333-122302) and April 23, 2007 (File No. 333-142284); all of which were filed to register ordinary shares for issuance under the Plans, are incorporated herein by reference and the information required by Part II is omitted, except as supplemented by the information set forth below.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following additional documents, which have been filed by us with the Commission, are incorporated by reference in and made a part of this registration statement, as of their respective dates:

(a) Our Annual Report on Form 20-F for the fiscal year ended December 31, 2008, filed with the Commission on April 6, 2009;

(b) Our Reports on Form 6-K submitted to the Commission on January 5, 2009; February 23, 2009; May 5, 2009 (Exhibits 99.1 and 99.3 thereto); May 18, 2009; August 4, 2009; September 25, 2009; October 28, 2009; December 1, 2009; and January 28, 2010; and

(c) The description of our ordinary shares contained in Item 1 of our Registration Statement on Form 8-A (File No. 0-20892) filed on December 17, 1991 under the Securities Exchange Act of 1934 and any amendment or report filed for the purpose of updating that description.

All documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, and all Reports on Form 6-K submitted to the Commission subsequent to the date hereof, to the extent that such Reports indicate that information therein is incorporated by reference into the Registrant’s Registration Statements on Form S-8, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in 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 herein, or in any subsequently filed document which also is or is deemed to be incorporated by reference, modifies or supersedes such statement. Any 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.

The following exhibits are filed as part of this registration statement:

EXHIBIT INDEX

EXHIBIT NO.	DESCRIPTION
5.1	Opinion of Goldfarb, Levy, Eran, Meiri, Tzafrir & Co.*
23.1	Consent of Goldfarb, Levy, Eran, Meiri, Tzafrir & Co. (contained in Exhibit 5.1).
23.2	Consent of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global*
24	Powers of Attorney (included in the signature page to this Registration Statement).

___________

* filed herewith

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 on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kfar Neter, Israel, on the 3rd day of February, 2010.

	ATTUNITY LTD

	By:	/s/ Dror Elkayam
	Name:	Dror Elkayam
	Title:	Vice President Finance and Secretary

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this registration statement on Form S-8 has been signed below by the following persons in the capacities and on the dates indicated. The undersigned officers and directors of the registrant hereby severally constitute and appoint Shimon Alon and Dror Elkayam, and each of them, our true and lawful attorney-in-fact to sign for us and in our names in the capacities indicated below any and all amendments or supplements, whether pre-effective or post-effective, to this registration statement on Form S-8 and to file the same, with exhibits thereto and other documents in connection therewith, with the Commission, granting unto each of said attorneys, acting singly, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming our signatures to said amendments to this registration statement signed by our said attorneys and all else that said attorneys may lawfully do and cause to be done by virtue hereof.

Signature	Title	Date
/s/ Shimon Alon Shimon Alon	Chairman of the Board and Chief Executive Officer	February 3, 2010
/s/ Dror Elkayam Dror Elkayam	Vice President Finance and Secretary (Principal Accounting Officer)	February 3, 2010
/s/ Itzhak (Aki) Ratner Itzhak (Aki) Ratner	Director	February 3, 2010
/s/ Dov Biran Dov Biran	Director	February 3, 2010
/s/ Dan Falk Dan Falk	Director	February 3, 2010
/s/ Tali Alush-Aben Tali Alush-Aben	Director	February 3, 2010
_______________ Zamir Bar Zion	Director	February 3, 2010
/s/ Ron Zuckerman Ron Zuckerman	Director	February 3, 2010
Attunity Inc. By: /s/ Dror Elkayam Name: Dror Elkayam Title: Vice President Finance and Secretary	Authorized Representative in the United States	February 3, 2010