Post-effective Amendment to an Automatic Shelf Registration of Form S-3asr or Form F-3asr (posasr)
03 March 2021 - 10:01PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on March 2, 2021
Registration
No. 333-253780
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post-Effective
Amendment No. 1
FORM
F-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
Stratasys
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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c/o
Stratasys, Inc.
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1
Holtzman Street, Science Park
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7665
Commerce Way
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P.O.
Box 2496
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Eden
Prairie, Minnesota 55344
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Rehovot,
Israel 76124
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(952)
937-3000
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+972-74-745-4400
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(Address
and telephone number of registrant's principal executive offices)
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Richard
Garrity
c/o Stratasys, Inc.
7665 Commerce Way
Eden Prairie, Minnesota 55344
(952)
937-3000
(Name, address, and telephone number of agent for service)
Copies
to:
J.
David Chertok, Adv.
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Marc
Recht, Esq.
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Jonathan
M. Nathan, Adv.
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Jaime
L. Chase, Esq.
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Meitar
| Law Offices
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Eric
Blanchard, Esq.
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16
Abba Hillel Silver Rd.
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Cooley
LLP
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Ramat
Gan 52506, Israel
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500
Boylston Street, 14th Floor
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Tel:
+972-3-610-3100
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Boston,
Massachusetts 02116-3736
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Tel:
(617) 937-2316
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Approximate
date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.
If
the only 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 registration statement 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 Rule 413(b) under the Securities Act, check the following
box. ☐
Indicate
by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
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Emerging
growth company ☐
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If
an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards†
provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
†
The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards
Board to its Accounting Standards Codification after April 5, 2012.
CALCULATION
OF REGISTRATION FEE
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Proposed
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Proposed
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maximum
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maximum
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Amount
of
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Title
of each class of
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Amount
to be
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aggregate
price
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aggregate
offering
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registration
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securities
to be registered
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registered
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per
unit
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price
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fee
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Ordinary
Shares, par value 0.01
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(1)
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(1)
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(1)
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(2)
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New Israeli Shekels
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per share (“Ordinary
Shares”)
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Warrants(3)(4)
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(1)
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(1)
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(1)
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(2)
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Debt Securities(3)
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(1)
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(1)
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(1)
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(2)
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(1)
An indeterminate aggregate offering price and number or amount of securities of each identified class is being registered as may
from time to time be offered and sold at indeterminate prices in one or more offerings. Separate consideration may or may not
be received for securities that are issuable on exercise, conversion or exchange of other securities. In addition, pursuant to
Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the securities being registered
hereunder include such indeterminate number of securities as may be issuable with respect to the securities being registered hereunder
as a result of stock splits, stock dividends or similar transactions.
(2)
In accordance with Rules 456(b) and 457(r) under the Securities Act, the registrant is deferring payment of the entirety of the
registration fee in respect of the offering(s) under this registration statement.
(3)
Also includes such indeterminate number of ordinary shares of the registrant as may be issued upon exercise, conversion or exchange
of these other securities. Separate consideration may or may not be received for securities that are issuable upon exercise, conversion
or exchange of other securities.
(4)
There are being registered hereby such indeterminate number of warrants as may be issued at indeterminate prices. Such warrants
may be issued together with any of the other securities registered hereby. Warrants may be exercised to purchase any of the other
securities registered hereby.
EXPLANATORY
NOTE
This Post-Effective
Amendment No. 1 (this “Amendment”) to the Registration Statement on Form F-3 (SEC File No. 333-253780) (the “Form
F-3”) of Stratasys Ltd. (the “Company”) is being filed for the sole purpose of correcting a typographical error
in the consent of the Company’s independent registered public accounting firm in Exhibit 23.1 to the Form F-3. An updated
version of Item 9 to the Form F-3 (the exhibit index), along with the corrected version of Exhibit 23.1, are included as part
of the filing of this Amendment.
Item
9. Exhibits
(1)
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Incorporated by reference to Appendix A to the
registrant’s proxy statement for its February 3, 2015 extraordinary general meeting of shareholders, attached as Exhibit
99.1 to the Registrant’s Report of Foreign Private Issuer on Form 6-K furnished to the Commission on January 6, 2015.
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(2)
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Incorporated by reference to Exhibit 3.2 to
the Registrant’s Registration Statement on Form F-4 (Commission File No. 333-182025), filed with the Commission on June
8, 2012.
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(3)
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Incorporated by reference to Exhibit 4.1 to
Amendment No. 3 to the Registrant’s Registration Statement on Form F-4 (Commission File No. 333-182025), filed with
the Commission on August 6, 2012.
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*
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Filed herewith
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**
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To be filed by amendment or as an exhibit to
a filing with the Commission pursuant to the Exchange Act and incorporated herein by reference, if applicable.
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***
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To be filed separately under electronic form
type 305B2, if applicable.
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****
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Previously filed
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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 Registration Statement to be signed on its
behalf by the undersigned, thereunder duly authorized, in the city of Rehovot, Israel, on March 2, 2021.
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STRATASYS
LTD.
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By:
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/s/
Yoav Zeif
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Name:
Yoav Zeif
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Title:
Chief Executive Officer
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Pursuant
to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below 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/ Yoav Zeif
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Chief Executive Officer
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March 2, 2021
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Yoav Zeif
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(Principal Executive Officer) and Director
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/s/ Lilach Payorski
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Chief Financial Officer
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March 2, 2021
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Lilach Payorski
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(Principal Financial and Accounting Officer)
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*
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Chairman of the Board
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March 2, 2021
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Dov Ofer
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*
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Director
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March 2, 2021
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Zeev Holtzman
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*
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Director
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March 2, 2021
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John J. McEleney
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*
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Director
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March 2, 2021
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Ziva Patir
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*
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Director
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March 2, 2021
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David Reis
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*
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Director
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March 2, 2021
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Michael Schoellhorn
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*
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Director
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March 2, 2021
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Yair Seroussi
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*
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Director
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March 2, 2021
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Adina Shorr
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AUTHORIZED
REPRESENTATIVE IN
THE UNITED STATES:
Stratasys,
Inc.
By:
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*
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Name: Richard Garrity
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Title: President
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Date: March 2, 2021
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·
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/s/ Lilach Payorski, attorney-in-fact
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