As filed with the Securities and Exchange Commission on December 23, 2020

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM S-8

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

Kibbutz Sdot Yam

MP Menashe

Israel 3780400

 (Address of Principal Executive Offices) (Zip Code)

Caesarstone Ltd. 2020 Share Incentive Plan

(Full Title of the Plan)

 

Caesarstone USA Inc.
1401 W Morehead St, Charlotte,

NC 28208, United States

Charlotte, NC 28208

 (Name and Address of Agent for Service)

 

(818) 779-0999

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

 

Copies to:

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act of 1934.

 

If an emerging growth company, 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.          ☐

 CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered		Amount to be Registered (1) (2)				Proposed Maximum Offering Price per Share				Proposed Maximum Aggregate Offering Price				Amount of Registration Fee
Ordinary shares, par value New Israeli Shekel (“NIS”) 0.04 per share (“Ordinary Shares”)			3,500,000			$	10.67	(3)		$	37,345,000	(3)		$	4,074

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EXPLANATORY NOTE

This registration statement on Form S-8 (this “Registration Statement”) is being filed with the Securities and Exchange Commission (the “Commission”) to register 3,500,000 Ordinary Shares, par value NIS 0.04 per share (“Ordinary Shares”) of Caesarstone Ltd. (the “Company,” the “Registrant,” “we” or “us”) issuable by the Registrant to its and/or its subsidiaries’ officers, employees, directors and consultants, pursuant to the Caesarstone Ltd. 2020 Share Incentive Plan (the “2020 Plan”), which was approved by shareholders on November 10, 2020 (the “Effective Date”).

The Ordinary Shares registered hereby are the maximum number of shares issuable pursuant to the 2020 Plan, consisting of (i) 2,500,000 Ordinary Shares reserved for issuance thereunder and (ii) up to 1,000,000 Ordinary Shares, including Ordinary Shares that remained available for issuance under the Caesarstone Ltd. 2011 Incentive Compensation Plan (the “2011 Plan”) as of the Effective Date and Ordinary Shares underlying outstanding awards granted pursuant to the 2011 Plan if expired, cancelled, terminated, forfeited or settled in cash in lieu of issuance of Ordinary Shares, which will be available for grant of awards pursuant to the 2020 Plan (the “Carryover Shares”). The Carryover Shares were previously registered on the Company’s registration statements on Form S-8 filed with the Commission on March 23, 2012 and March 29, 2016 (File Nos. 333-180313 and 333-210444).

PART I

 

INFORMATION REQUIRED IN

THE SECTION 10(A) PROSPECTUS

 

Item 1.    Plan Information. *

 

Item 2.    Registrant Information and Employee Plan Annual Information. *

 

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3.    Incorporation of Documents by Reference. 

 

 We hereby incorporate by reference herein the following documents (or portions thereof) that we have filed with or furnished to the Commission:

 

(a)	Our Annual Report on Form 20-F for the fiscal year ended December 31, 2019, filed with the Commission on March 23, 2020 (the “Annual Report”);
(b)	Reports of Foreign Private Issuer on Form 6-K furnished to the Commission on February 12, 2020, May 6, 2020, August 5, 2020, October 8, 2020 (exhibit 99.1 only), and November 4, 2020; and

 

 

(b)

The description of our Ordinary Shares which is contained in Item 1 of our Registration Statement on Form 8-A filed with the Commission on March 20, 2012 (Commission File No. 001-35464), as updated by Exhibit 2.1 to the Annual Report (Description of the Registrant’s Securities) and any other amendment or report filed for the purpose of updating such description.

All other documents filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and, to the extent designated therein, Reports of Foreign Private Issuer on Form 6-K furnished by us to the Commission, in each case, subsequent to the effective date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered under the Registration Statement have been sold, or deregistering all securities then remaining unsold, are also incorporated herein by reference and shall be a part hereof from the date of the filing or furnishing of such documents.

 

Any statement contained in a document all or a portion of which is incorporated or deemed incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein 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.

 

 

Not applicable.

 

Not applicable.

Item 6.    Indemnification of Directors and Officers. 

 

Consistent with the provisions of the Israeli Companies Law, 5759–1999 (the “Companies Law”), our articles of association include provisions permitting us to procure insurance coverage for our office holders (which is defined in the Companies Law as including directors and certain officers), exculpate them from certain liabilities and indemnify them, to the maximum extent permitted by law. Under the Companies Law, exculpation from liability, indemnification of, and procurement of insurance coverage for, our office holders must be approved by our compensation committee and our board of directors and, in specified circumstances, by our shareholders.

 

Insurance

 

Under the Companies Law and the Securities Law 5738-1968 (the “Securities Law”), an Israeli company may obtain insurance for any of its office holders against the following liabilities incurred for acts performed by him or her as an office holder if and to the extent provided for in, or permitted under, the company’s articles of association:

 

 

 

 

 

 

An “administrative procedure” is defined as a procedure pursuant to chapters H3 (Monetary Sanction by the Israeli Securities Authority), H4 (Administrative Enforcement Procedures of the Administrative Enforcement Committee) or I1 (Arrangement to prevent Procedures or Interruption of procedures subject to conditions) to the Securities Law.

 

Indemnification

Under the Companies Law and the Securities Law, an Israeli company may indemnify an office holder in respect of the following liabilities, payments and expenses incurred for acts performed by him as an office holder, either in advance of an event or following an event, provided its articles of association include a provision authorizing such indemnification:

 

 

 

 

 

 

Under the Companies Law, exculpation, indemnification and insurance of office holders must be approved by the compensation committee and the board of directors and, with respect to directors or controlling shareholders, their relatives and third parties in which such controlling shareholders have a personal interest, also by the shareholders.

 

Our articles of association permit us to exculpate, indemnify and insure our office holders to the fullest extent permitted or to be permitted by law. Our office holders are currently covered by a directors and officers liability insurance policy. We have agreements with each of our current office holders exculpating them from a breach of their duty of care to us to the fullest extent permitted by law, subject to limited exceptions, and undertaking to indemnify them to the fullest extent permitted by law, subject to limited exceptions, including with respect to liabilities resulting from our IPO to the extent that these liabilities are not covered by insurance. This indemnification is limited to events determined as foreseeable by the board of directors based on our activities, and to an amount or according to criteria determined by the board of directors as reasonable under the circumstances. The maximum aggregate amount of indemnification that we may pay to our office holders based on such indemnification agreement is the greater of (1) with respect to indemnification in connection with a public offering of our securities, the gross proceeds raised by us and any selling shareholder in such public offering, and (2) with respect to all permitted indemnification, including in connection with a public offering of our securities, an amount equal to the greater of 50% of our shareholders’ equity on a consolidated basis, based on our most recent financial statements made publicly available before the date on which the indemnification payment was made, and $30.0 million. Such indemnification amounts are in addition to any insurance amounts.

 

Exculpation

 

Under the Companies Law, a company may not exculpate an office holder from liability for a breach of the duty of loyalty. An Israeli company may exculpate an office holder in advance from liability to the company, in whole or in part, for damages caused to the company as a result of a breach of duty of care but only if a provision authorizing such exculpation is included in its articles of association. Our articles of association include such a provision. The company may not exculpate in advance a director from liability arising out of a prohibited dividend or distribution to shareholders.

 

Limitations

 

Under the Companies Law, a company may not indemnify, exculpate or insure an office holder against any of the following:

 

 

 

 

Not applicable.

 

Item 8.    Exhibits.

 

Exhibit Number		Description
5.1*		Opinion of Meitar Law Offices, Israeli counsel to the Registrant, as to the validity of the Ordinary Shares (including consent).
23.1*		Consent of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global
23.2*		Consent of Grant Thornton Audit Pty Ltd.
23.3*		Consent of Meitar Law Offices (included in Exhibit 5.1)
24.1*		Power of Attorney (included on the Signature Page of this Registration Statement)
99.1*		Caesarstone Ltd. 2020 Share Incentive Plan

 

Item 9.    Undertakings. 

 

 

 

 

 

 

 

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 to be signed on its behalf by the undersigned, thereunto duly authorized, in MP Menashe, State of Israel, on this 23rd day of December, 2020.

 

 

POWER OF ATTORNEY

 

 

IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated.

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

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AUTHORIZED REPRESENTATIVE IN

THE UNITED STATES:

 

CAESARSTONE USA, INC.

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