As filed with the Securities and Exchange Commission on March 2, 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

CYBERARK SOFTWARE LTD.

(Exact name of registrant as specified in its charter)

 

 

CyberArk Software Ltd.

9 Hapsagot St.

Park Ofer 2, P.O. Box 3143

Petach Tikva 4951041, Israel

Tel: +972 (3) 918-0000

(Address of Principal Executive Offices) (Zip Code)

 

CyberArk Software Ltd. 2020 Employee Share Purchase Plan

(Full Title of the Plan)

 

CyberArk Software, Inc.

60 Wells Avenue

Newton, Massachusetts 02459

(Name and address of agent for service)

 

Tel: (617) 965-1544

(Telephone number, including area code, of agent for service)

 

Copies to:

 

Josh Kiernan, Esq. Julia A. Thompson, Esq. Latham & Watkins LLP 99 Bishopsgate London EC2M 3XF United Kingdom Tel: +44-20-7710-1000 Fax: +44-20-7374-4460

Donna Rahav Chief Legal Officer CyberArk Software Ltd. 9 Hapsagot St. Park Ofer 2, P.O. Box 3143 Petach Tikva 4951041, Israel Tel: +972-3-918-0000 Fax: +972-3-924-0111

Dan Shamgar, Adv. Dr. Shachar Hadar, Adv. Meitar | Law Offices 16 Abba Hillel Silver Rd. Ramat Gan 5250608, Israel Tel: +972-3-610-3100 Fax: +972-3-610-3111

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.

 

---

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. ☐

EXPLANATORY NOTE

 

This Registration Statement is being filed to register an additional 200,000 ordinary shares, par value NIS 0.01 per share (“Ordinary Shares”), of CyberArk Software Ltd. (the “Registrant,” “we,” “our” or “us”) issuable pursuant to the CyberArk Software Ltd. 2020 Employee Share Purchase Plan (the “2020 ESPP”).

 

On March 11, 2021, we filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-8 (File No. 333-254152) registering 125,000 Ordinary Shares issuable under the 2020 ESPP. The purpose of this Registration Statement is to register an additional 200,000 Ordinary Shares issuable under the 2020 ESPP, effective as of January 1, 2023, resulting from an automatic increase in the number of Ordinary Shares available for issuance under the 2020 ESPP.

 

Pursuant to Instruction E of Form S-8, the contents of our prior registration statement on Form S-8 (File No. 333-254152) is incorporated herein by reference, and the information required by Part II is omitted, except as supplemented by the information set forth below.

PART II

 

Information Required in the Registration Statement

 

 

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

 

 

 

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, and, to the extent designated therein, Reports of Foreign Private Issuer on Form 6-K furnished by us to the Commission that are identified in such forms as being incorporated into this Registration Statement, 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 herein or 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.

 

 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 Boston, Massachusetts, on this 2nd day of March, 2023.

 

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS that the undersigned officers and directors of CyberArk Software Ltd., an Israeli corporation, do hereby constitute and appoint Ehud Mokady, Chief Executive Officer, and Joshua Siegel, Chief Financial Officer, and each of them, their lawful attorneys-in-fact and agents with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and any one of them, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, including post-effective amendments, and supplements to this Registration Statement and to any and all instruments or documents filed as part of or in conjunction with such registration statements or amendments or supplements thereof and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and each of the undersigned hereby ratifies and confirms that all said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts.

 

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, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 

[Signature Page to Follow]

 

AUTHORIZED REPRESENTATIVE IN

THE UNITED STATES:

 

 

[Signatures to Power of Attorney to CyberArk Form S-8 Registration Statement]