As filed with the Securities and Exchange Commission on August 15, 2012
 
Registration No. 333-
    UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
      Washington, D.C. 20549     
 
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
 
 
RRsat Global Communications Network Ltd.
(Exact name of registrant as specified in its charter)
 
Israel
(State or other jurisdiction of
incorporation or organization)
Not applicable
(I.R.S. Employer
Identification No.)
 
RRsat Building , Hanegev Street, POB 1056
Airport City 70100, Israel
(Address of Principal Executive Offices)
 
Not applicable
(Zip Code)
 
RRsat Global Communications Network Ltd. 2006 Israel Equity Incentive Plan, as amended
(Full title of the plan)
 
Puglisi & Associates
850 Library Avenue, Suite 204
Newark, Delaware 19711
(Name and address of agent for service)
 
302-738-6680
(Telephone number, including area code, of agent for service)
 
Copy to:
 
Tuvia J. Geffen, Adv.
Naschitz, Brandes & Co.
5 Tuval Street
Tel Aviv 67897, Israel
Telephone: (972) 3-623-5000
Facsimile: (972) 3-623-5005
   
Andrew D. Thorpe, Esq.
Morrison & Foerster LLP
425 Market Street
San Francisco, CA 94105
Telephone: 415-268-7000
Facsimile:  415-268-7522
 
  
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 the definitions of "large accelerated filer,""accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
 
     Large accelerated Filer o   
     Non-accelerated Filer x   (Do not check if a smaller reporting company)    
   
Accelerated filer o
Smaller reporting company o
                                                                                                                                                                                                                         
CALCULATION OF REGISTRATION FEE
 
 
Title of securities
to be registered
     
Amount to
be registered (1)
   
Proposed
maximum offering
price per share (2)
   
Proposed maximum
aggregate offering
price (2)
   
Amount of
registration fee
 
Ordinary shares,par value NIS 0.01per share       520,397 shares (3)     $ 5.055     $ 2,630,607     $ 333.97  
 
(1)
Pursuant to Rule 416 under the Securities Act of 1933, as amended (the "Securities Act"), this registration statement on Form S-8 (this "Registration Statement") shall also cover an additional indeterminable number of ordinary shares which become issuable under the above-named plan by reason of any future share dividend, share split, recapitalization or other similar transaction effected without the receipt of consideration that results in an increase in the number of outstanding ordinary shares.
 
(2)
Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) under the Securities Act, based upon $5.60, the average of the high and low sales prices of the registrant's ordinary shares on the NASDAQ Global Select Market on August 14, 2012.
 
(3)
Additional ordinary shares authorized for issuance pursuant to awards made under the RRsat Global Communications Network Ltd. 2006 Israel Equity Incentive Plan as a result of a recent amendment to the Plan.
 
 
 
 
 
EXPLANATORY NOTE

The purpose of this Registration Statement on Form S-8 is to register an additional 520,397 ordinary shares, par value NIS 0.01 per share (“ Ordinary Shares ”), of RRsat Global Communications Network Ltd. (the “ Registrant ”) for issuance pursuant to awards under the RRsat Global Communications Network Ltd. 2006 Israel Equity Incentive Plan, as amended (the “ Plan ”).  In accordance with General Instruction E of Form S-8, the contents of the Registrant's Registration Statement on Form S-8 (File No. 333-140936), filed with the Securities and Exchange Commission (the “ Commission ”) on February 28, 2007, to register 441,000 Ordinary Shares for issuance pursuant to awards under such Plan, and (ii) the Registrant's Registration Statement on Form S-8 (File No. 333-175357), filed with the Commission on July 6, 2011, to register 520,397 Ordinary Shares for issuance pursuant to awards under such Plan, are incorporated herein by reference.  On June 26, 2012, the Registrant amended the Plan to increase the number of Ordinary Shares that may be issued under the Plan to 1,481,794 Ordinary Shares from 961,397 Ordinary Shares.
 
PART II
 
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
Item 3.    Incorporation of Documents by Reference.
 
The following documents and information filed with the Commission  by the Registrant are incorporated herein by reference:
 
 
·
the Registrant’s Annual Report on Form 20-F for the fiscal year ended December 31, 2011;
 
 
·
The Registrant's Reports on Form 6-K furnished to the Commission on March 26, 2012, April 16, 2012, April 18, 2012, May 3, 2012, May 9, 2012, May 17, 2012, June 14, 2012, June 20, 2012, June 27, 2012, July 16, 2012, July 18, 2012 and July 25, 2012; and
 
 
·
the description of the Registrant’s Ordinary Shares contained in the Registrant’s Registration Statement on Form 8-A (File No. 001-33085) filed with the Commission pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended, on October 13, 2006.
 
All documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment indicating that all of the securities offered hereunder have been sold or deregistering all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof (in the case of any Report on Form 6-K, if and to the extent the Registrant identifies in the Report that it is being incorporated by reference herein) from the date of filing of such documents.  Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein or in any subsequently filed document that is also 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.
 
 
2
 
 
Item 8.    Exhibits.
 
The following exhibits are filed herewith as part of this Registration Statement.
 
Exhibit
   No.
Description
 
4.1
Memorandum of Association of the Registrant and an amendment thereto (translated from Hebrew)(incorporated herein by reference to Exhibit 3.1 to the Registrant's Form F-1, Commission File No. 333-137930, filed on October 10, 2006).
 
4.2
Amendment to Memorandum of Association of the Registrant (translated from Hebrew)(incorporated herein by reference to Exhibit 3.5 to the Registrant's Form F-1, Commission File No. 333-137930, filed on October 10, 2006).
 
4.3
Amended and Restated Articles of Association of the Registrant (incorporated herein by reference to Exhibit 3.4 to the Registrant's Form F-1, Commission File No. 333-137930, filed on October 10, 2006).
 
4.4
RRsat Global Communications Network Ltd. 2006 Israel Equity Incentive Plan (incorporated herein by reference to Exhibit 10.2 to the Registrant's Form F-1, Commission File No. 333-137930, filed on October 10, 2006).
 
4.5
Amendment to RRsat Global Communications Network Ltd. 2006 Israel Equity Incentive Plan, dated May 15, 2011(incorporated herein by reference to Exhibit 4.4 to the Registrant's Form S-8, Commission File No. 333-175357, filed on July 6, 2011).
 
4.6
Amendment No. 2 to RRsat Global Communications Network Ltd. 2006 Israel Equity Incentive Plan, dated June 26, 2012.
 
5.1
Opinion of Naschitz, Brandes & Co., Advocates.
 
23.1
Consent of Naschitz, Brandes & Co., Advocates (included in Exhibit 5.1).
 
23.2
Consent of Somekh Chaikin, Member Firm of KPMG International, Independent Registered Public Accounting Firm.
 
24.1
Power of Attorney (on signature page).
 
 
3
 
 
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 to be signed on its behalf by the undersigned, thereunto duly authorized, in Airport City, Israel, on August 15, 2012.
 
 
RRsat Global Communications Network Ltd.
 
       
 
By:
/s/  Avi Cohen  
   
Avi Cohen
 
   
Chief Executive Officer
 
                                      
 
4
 
 
POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints DR. SHLOMO SHAMIR, AVI COHEN and ITZIK ZION, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and his name, place and stead, and in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting to said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.
 
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.
 
 
Signature   Title   Date
 
/s/ Dr. Shlomo Shamir
  Chairman of the Board   August 15, 2012
Dr. Shlomo Shamir        
 
/s/ Avi Cohen
   
Chief Executive Officer
  August 15, 2012
Avi Cohen   (Principal Executive Officer)    
 
/s/ Itzik Zion
   
Chief Financial Officer
  August 15, 2012
Itzik Zion   (Principal Financial and Accounting Officer)    
 
/s/ David Rivel
   
Director
 
 
August 15, 2012
David Rivel        
 
/s/ David Assia
   
Director
   
August 15, 2012
David Assia        
 
/s/ Amit Ben-Yehuda
   
Director
   
August 15, 2012
Amit Ben-Yehuda        
 
/s/ Vered Levy-Ron
   
Director
   
August 15, 2012
  Vered Levy-Ron        
 
/s/ Alex Milner
   
Director
   
August 15, 2012
Alex Milner         
 
/s/  Ron Oren
   
Director
   
August 15, 2012
Ron Oren        
 
/s/  Yosi Shahror
   
Director
   
August 15, 2012
Yosi Shahror        
 
/s/ Guy Vaadia
   
Director
   
August 15, 2012
Guy Vaadia        
         
/s/  Puglisi & Associates   Authorized Representative in the United States   August 15, 2012
  Puglisi & Associates        
 
 
5
 
 
INDEX TO EXHIBITS
 
Exhibit
   No.
Description
 
4.1
Memorandum of Association of the Registrant and an amendment thereto (translated from Hebrew)(incorporated herein by reference to Exhibit 3.1 to the Registrant's Form F-1, Commission File No. 333-137930, filed on October 10, 2006).
 
4.2
Amendment to Memorandum of Association of the Registrant (translated from Hebrew)(incorporated herein by reference to Exhibit 3.5 to the Registrant's Form F-1, Commission File No. 333-137930, filed on October 10, 2006).
 
4.3
Amended and Restated Articles of Association of the Registrant (incorporated herein by reference to Exhibit 3.4 to the Registrant's Form F-1, Commission File No. 333-137930, filed on October 10, 2006).
 
4.4
RRsat Global Communications Network Ltd. 2006 Israel Equity Incentive Plan (incorporated herein by reference to Exhibit 10.2 to the Registrant's Form F-1, Commission File No. 333-137930, filed on October 10, 2006).
 
4.5
Amendment to RRsat Global Communications Network Ltd. 2006 Israel Equity Incentive Plan, dated May 15, 2011(incorporated herein by reference to Exhibit 4.4 to the Registrant's Form S-8, Commission File No. 333-175357, filed on July 6, 2011).
 
4.6
Amendment No. 2 to RRsat Global Communications Network Ltd. 2006 Israel Equity Incentive Plan, dated June 26, 2012.
 
5.1
Opinion of Naschitz, Brandes & Co., Advocates.
 
23.1
Consent of Naschitz, Brandes & Co., Advocates (included in Exhibit 5.1).
 
23.2
Consent of Somekh Chaikin, Member Firm of KPMG International, Independent Registered Public Accounting Firm.
 
24.1
Power of Attorney (on signature page).
 
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