Securities Registration: Employee Benefit Plan (s-8)
09 Juin 2023 - 10:02PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on June 9, 2023
Registration No. 333-______________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SHL TELEMEDICINE LTD.
(Exact Name of Registrant as Specified in Its
Charter)
Israel | N/A |
(State or Other Jurisdiction of Incorporation) | (I.R.S. Employer Identification
Number) |
90 Yigal Alon Street
Tel Aviv 67891, Israel
(Address of Principal Executive Offices) (Zip
Code)
2021 EXECUTIVE AND KEY EMPLOYEE
ISRAELI SHARE INCENTIVE PLAN
(Full Title of the Plan)
SHL Telemedicine USA, Inc.
350 Motor Parkway – Suite 204
Hauppauge, New York
11788
United States
(Name and Address of Agent
for Service)
(212) 302-7900
(Telephone Number, Including
Area Code, of Agent for Service)
Copies to:
Ephraim Friedman, Adv.
Goldfarb Gross Seligman & Co.
1 Azrieli Center, Round Tower
Tel Aviv 6701101, Israel
+972-3-607-4444
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. (Check
one):
|
Large accelerated filer |
¨ | Accelerated
filer | ¨ |
|
Non-accelerated filer |
x | Smaller
reporting company | ¨ |
|
Emerging growth company |
x | | |
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. ¨
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing
the information specified in Item 1 and Item 2 of Part I of Form S-8 will be sent or given to participants as specified by
Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). In accordance with the rules and
regulations of the Securities and Exchange Commission (the “Commission”) and the instructions to Form S-8, such documents
need not be filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant
to Rule 424 under the Securities Act. These documents and the documents incorporated by reference in the registration statement
pursuant to Item 3 of Part II of this form, taken together, constitute a prospectus that meets the requirements of Section 10(a) of
the Securities Act. The Registrant will provide a written statement to participants advising them of the availability without charge,
upon written or oral request, of the documents incorporated by reference in Item 3 of Part II hereof and stating that these documents
are incorporated by reference in the Section 10(a) prospectus. The written statement to all participants will indicate the
availability without charge, upon written or oral request, of other documents required to be delivered pursuant to Rule 428(b) and
will include the address and telephone number to which the request is to be directed.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents
filed by the Registrant with the Commission are incorporated herein by reference into the Registration Statement:
In addition, 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 to this Registration Statement which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold, and all Reports of Foreign Private Issuer on Form 6-K submitted by the
Company to the Commission during such period, or portions thereof, that are identified in such forms as being incorporated into this
Registration Statement, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the
date of the filing of such documents. The Registrant is not incorporating by reference any document or portion thereof, whether specifically
listed above or to be furnished in the future, that is furnished and not deemed “filed” with the Commission.
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 contained herein (or in any other subsequently filed document which also
is incorporated or deemed to be incorporated by reference herein) modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under the Israel Companies
Law, 5759-1999 (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 in advance an office holder 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. The Registrant’s amended and restated articles of association include such a provision. We may not exculpate
a director from liability arising out of a prohibited dividend or distribution to shareholders.
Under the Companies Law and
the Israel Securities Law, 5738 – 1968 (the “Securities Law”), a company may indemnify an office holder in respect
of the following liabilities and expenses incurred for acts performed as an office holder, either in advance of an event or following
an event, provided a provision authorizing such indemnification is contained in its articles of association:
| · | a
financial liability imposed on him or her in favor of another person pursuant to a judgment,
including a settlement or arbitrator’s award approved by a court. However, if an undertaking
to indemnify an office holder with respect to such liability is provided in advance, then
such an undertaking must be limited to events which, in the opinion of the board of directors,
can be foreseen based on the company’s activities when the undertaking to indemnify
is given, and to an amount or according to criteria determined by the board of directors
as reasonable under the circumstances, and such undertaking shall detail the abovementioned
events and amount or criteria; |
| · | reasonable
litigation expenses, including legal fees, incurred by the office holder (1) as a result
of an investigation or proceeding instituted against him or her by an authority authorized
to conduct such investigation or proceeding, provided that (i) no indictment was filed
against such office holder as a result of such investigation or proceeding; and (ii) no
financial liability, such as a criminal penalty, was imposed upon him or her as a substitute
for the criminal proceeding as a result of such investigation or proceeding or, if such financial
liability was imposed, it was imposed with respect to an offense that does not require proof
of criminal intent; and (2) in connection with a monetary sanction; |
| · | reasonable
litigation expenses, including legal fees, incurred by the office holder or imposed by a
court in proceedings instituted against him or her by the company, on its behalf or by a
third-party or in connection with criminal proceedings in which the office holder was acquitted
or as a result of a conviction for an offense that does not require proof of criminal intent;
and |
| · | expenses,
including reasonable litigation expenses and legal fees, incurred by an office holder in
relation to an administrative proceeding instituted against such office holder, or certain
compensation payments made to an injured party imposed on an office holder by an administrative
proceeding, pursuant to certain provisions of the Securities Law. |
Under the Companies Law and the Securities Law,
an Israeli company may insure an office holder against the following liabilities incurred for acts performed as an office holder if and
to the extent provided in the company’s articles of association:
| · | a
breach of the duty of loyalty to the company, to the extent that the office holder acted
in good faith and had a reasonable basis to believe that the act would not prejudice the
company; |
| · | a
breach of the duty of care to the company or to a third-party, including a breach arising
out of the negligent conduct of the office holder; |
| · | a
financial liability imposed on the office holder in favor of a third-party; |
| · | a
financial liability imposed on the office holder in favor of a third-party harmed by a breach
in an administrative proceeding; and |
| · | expenses,
including reasonable litigation expenses and legal fees, incurred by the office holder as
a result of an administrative proceeding instituted against him or her, pursuant to certain
provisions of the Securities Law. |
An Israeli company may not indemnify or insure
an office holder against any of the following:
| · | a breach
of the duty of loyalty, except to the extent that the office holder acted in good faith and
had a reasonable basis to believe that the act would not prejudice the company; |
| · | a
breach of the duty of care committed intentionally or recklessly, excluding a breach arising
out of the negligent conduct of the office holder; |
| · | an
act or omission committed with intent to derive illegal personal benefit; or |
| · | a
fine or forfeit levied against the office holder. |
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 and the chief executive officer, by the shareholders). However, under regulations promulgated under the
Companies Law, the insurance of office holders does not require shareholder approval and may be approved by only the compensation committee,
if the engagement terms are determined in accordance with the company’s compensation policy, which was approved by the shareholders
by the same special majority required to approve a compensation policy, provided that the insurance policy is on market terms and the
insurance policy is not likely to materially impact the company’s profitability, assets or obligations.
Our amended and restated
articles of association allow us to exculpate, indemnify and insure our office holders for any liability imposed on them as a consequence
of an act (including any omission) which was performed by virtue of being an office holder, subject to the provisions of the Companies
Law.
We have entered into agreements
with each of our office holders exculpating them, to the fullest extent permitted by law, from liability to us for damages caused to
it as a result of a breach of duty of care and undertaking to indemnify them to the fullest extent permitted by law 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 fifteen million dollars ($15,000,000).
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The exhibits listed on the
exhibit index at the end of this Registration Statement are included in this Registration Statement.
ITEM 9. UNDERTAKINGS
| (a) | The undersigned Registrant
hereby undertakes: |
| (1) |
To file, during any period in which offers or sales are being made, a post-effective amendment to
this Registration Statement: |
|
(i) | To include any prospectus required by Section 10(a)(3) of
the Securities Act; |
| (ii) | To reflect in the
prospectus any facts or events arising after the effective date of this Registration Statement
(or the most recent post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no more than 20 percent change
in the maximum aggregate offering price set forth in the “Calculation of Registration
Fee” table in the effective Registration Statement; and |
| (iii) | To include any material
information with respect to the plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this Registration Statement; |
|
| provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of
this section do not apply if the registration information is on Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the Registrant pursuant to Section 13
or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration
Statement. |
| (2) | That, for the purpose
of determining any liability under the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof. |
|
(3) | To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the termination of
the offering. |
| (b) | The undersigned Registrant hereby undertakes
that, for purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act), that is incorporated by
reference in the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof. |
| (c) | Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being registered,
the Registrant will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Securities Act and
will be governed by the final adjudication of such issue. |
INDEX TO EXHIBITS
EXHIBIT
DESCRIPTION
NO.
* Filed herewith.
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 the City of Tel Aviv, State of Israel, on June 9, 2023.
|
SHL TELEMEDICINE LTD. |
|
|
|
By: |
/s/ Erez Nachtomy |
|
|
Erez Nachtomy |
|
|
Chief Executive Officer |
POWER OF ATTORNEY
Know all men by these present,
that each individual whose signature appears below constitutes and appoints Erez Nachtomy and Amir Hai, and each of them, his or her
true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him or her and in his or her place
and stead, in any and all capacities, to sign any all amendments (including post-effective amendments) to this Registration Statement
and to file the same with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission,
granting unto 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 in and about the premises, as fully to all intents and purposes as he or she might or could
do in person, hereby rectifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his or her substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements
of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following person in the capacities and
on the dates identified:
Signature |
Title |
Date |
|
|
|
/s/ Erez Nachtomy |
Chief Executive Officer and a Director |
June 9,
2023 |
Erez Nachtomy |
(Principal
Executive Officer) |
|
|
|
|
/s/ Amir Hai |
Chief Financial Officer |
June 9, 2023 |
Amir Hai |
(Principal Financial and Accounting Officer) |
|
|
|
|
/s/ Yariv Alroy |
Co-Chairman of the Board of Directors |
June 9, 2023 |
Yariv Alroy |
|
|
|
|
|
/s/ Ehud Barak |
Co-Chairman
of the Board of Directors |
June 9,
2023 |
Ehud Barak |
|
|
|
|
|
/s/ Erez Alroy |
Director |
June 9, 2023 |
Erez Alroy |
|
|
|
|
|
/s/ Yehoshua Abramovich |
Director |
June 9, 2023 |
Yehoshua (Shuki) Abramovich |
|
|
|
|
|
/s/ Dvora Kimchi |
Director |
June 9, 2023 |
Dvora Kimchi |
|
|
|
|
|
/s/ Amir Lerman |
Director |
June 9, 2023 |
Amir Lerman |
|
|
|
|
|
/s/ Dudi Salton |
Director |
June 9, 2023 |
Dudi Salton |
|
|
SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE
OF THE REGISTRANT
Pursuant to the requirements
of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of SHL Telemedicine
Ltd., has signed this Registration Statement on Form S-8, in the City of Tel Aviv, State of Israel, on June 9, 2023.
|
|
|
Authorized U.S. Representative |
|
SHL TELEMEDICINE USA, INC. |
|
|
|
By: |
/s/ Erez Nachtomy |
|
Name: |
Erez Nachtomy |
|
Title: |
Director |
SHL Telemedicine (NASDAQ:SHLT)
Graphique Historique de l'Action
De Mai 2024 à Juin 2024
SHL Telemedicine (NASDAQ:SHLT)
Graphique Historique de l'Action
De Juin 2023 à Juin 2024