- Post-Effective Amendment to Registration Statement (POS AM)
24 February 2012 - 8:05AM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on February 23, 2012.
Registration
No. 333-111731
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
Post-Effective
Amendment No. 1
to
Form F-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_____________________
COMMTOUCH SOFTWARE LTD.
(Exact name of registrant as specified in its
charter)
_____________________
Israel
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Not Applicable
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(State or other jurisdiction of
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(I.R.S. Employer
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Incorporation or organization)
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Identification No.)
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Commtouch Software Ltd.
4A Hazoran Street
Poleg Industrial Park, P.O. Box 8511
Netanya 42504, Israel
_____________________
c/o Commtouch Inc.
Gary Davis, VP, General Counsel & Corp.
Secretary
292 Gibraltar Dr., Ste. 107
Sunnyvale, CA 94089
(650) 864-2000
(Address, Including Zip
Code, and Telephone Number, Including Area Code, of Agent for Service)
_____________________
With copies to:
Gary Davis
VP, General Counsel & Corp. Secretary
Commtouch Inc.
292 Gibraltar Dr., Suite 107
Sunnyvale, CA 94089
Tel: (650) 864-2000
Fax: (650) 864-2006
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Aaron M. Lampert
Naschitz, Brandes & Co.
5 Tuval Street
Tel Aviv 67897 Israel
Tel: 972-3-623-5000
Fax: 972-3-623-5005
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Howard Berkenblit
Zysman Ahararoni Gayer and
Sullivan & Worcester LLP
One Post Office Square
Boston, MA 02109
(617) 338-2979
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Approximate date of commencement of proposed sale to the public:
N/A
___________________________
If any of the securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check the following box.
☐
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.
☐
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering.
☐
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.
☐
If this Form is a post-effective amendment pursuant to General Instruction
I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e)
under the Securities Act, check the following box.
☐
If this Form is a post-effective
amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional
classes of securities pursuant to Ruler 413(b) under the Securities Act, check the following box.
☐
DEREGISTRATION
OF UNSOLD SECURITIES
Under Registration Statement on Form F-3 (File
No.
333-
111731) (the “Registration Statement”), Commtouch Software
Ltd. (the “Company”) previously registered up to an aggregate of 11,345,358 of the Company’s Ordinary Shares,
NIS 0.05 nominal value per share (3,781,786 shares following a reverse split at a ratio of one for three Ordinary Shares on January
2, 2008, NIS 0.15 nominal value per share) (the “Ordinary Shares”), to be sold by certain selling security holders
of the Company.
Pursuant to the Company’s
undertaking in Item 10 of Part II of the Registration Statement, the Company intends to remove from registration under the Registration
Statement, including all amendments and exhibits thereto, the unsold portion of Ordinary Shares registered thereon. The Ordinary
Shares were to be issued upon conversion of debt to equity in the Company and exercise of warrants by various, named security holders
under a Convertible Loan Agreement entered into by the Company with such security holders, and were registered on the Registration
Statement to fulfill a contractual obligation. This obligation further required the Company to maintain the effectiveness of the
Registration Statement until the earlier of
a) the date that all of the Ordinary Shares issued or issuable to the security
holders were sold pursuant to such Registration Statement b) the date the security holders received an opinion from counsel to
the Company, which counsel was reasonably acceptable to the Company, that such Ordinary Shares may be sold under the provisions
of Rule 144 without limitation as to volume, c) the date that all such Ordinary Shares were otherwise transferred to persons who
may trade such shares without restriction under the Securities Act, and the Company delivered a new certificate or other evidence
of ownership for such Ordinary Shares not bearing a restrictive legend or d) forty-eight (48) months from the effective date of
the Registration Statement.
This period has expired.
Accordingly, the Company hereby de-registers
all Ordinary Shares registered pursuant to the Registration Statement that as of effectiveness of this Post-Effective Amendment
No. 1 remain unsold thereunder.
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 F-3, and has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Netanya, State of Israel, on February 12, 2012.
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Commtouch Software Ltd.
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By:
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/s/ Ron Ela
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Ron Ela
Chief Financial Officer
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Pursuant to the requirements of the Securities
Act of 1933, this Post-Effective Amendment to the Registration Statement on Form F-3 has been signed by the following persons in
the capacities and on the dates indicated.
Signature
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Title
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Date
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/s/ Shlomi Yanai
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Chief Executive Officer
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February 12, 2012
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Shlomi Yanai
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(Principal Executive Officer)
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Chief Financial Officer
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/s/ Ron Ela
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(Principal Financial and
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February 12, 2012
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Ron Ela
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Accounting Officer)
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/s/ Lior Samuelson
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Chairman of the Board
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February 12, 2012
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Lior Samuelson
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/s/ Yair Bar-Touv
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Director
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February 12, 2012
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Yair Bar-Touv
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/s/ James Hamilton
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Director
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February 16, 2012
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James Hamilton
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/s/ Hila Karah
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Director
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February 12, 2012
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Hila Karah
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/s/ Aviv Raiz
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Director
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February 12, 2012
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Aviv Raiz
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/s/ Yair Shamir
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Director
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February 12, 2012
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Yair Shamir
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/s/ Lloyd E. Shefsky
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Director
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February 12, 2012
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Lloyd E. Shefsky
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/s/ Todd Thomson
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Director
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February 12, 2012
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Todd Thomson
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/s/ Shlomi Yanai
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Authorized U.S. Representative
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February 12, 2012
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Shlomi Yanai
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