Form S-8 MAZOR ROBOTICS LTD.

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May 9, 2016 4:43 PM EDT
As filed with the Securities and Exchange Commission on May 9, 2016
 
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

MAZOR ROBOTICS LTD.
(Exact name of registrant as specified in its charter)

State of Israel
(State or other jurisdiction of
incorporation or organization)
Not applicable
(I.R.S. Employer Identification No.)

7 Haeshel Street, Caesarea Industrial Park South, 3088900 Israel
(Address of Principal Executive Offices)

Mazor Robotics Ltd. 2011 Share Option Plan
(Full title of the plan)
 
Mazor Robotics Inc.
2711 Centerville Rd., Suite 400,
Wilmington, New Castle, DE 19808
(Name, Address and Telephone Number of Agent For Service)

COPIES TO:

Oded Har-Even, Esq.
Robert V. Condon III, Esq.
Zysman, Aharoni, Gayer and Sullivan & Worcester LLP
1633 Broadway
New York, NY 10019
(212)-660-3000
 
Barak Luchtenstein, Adv.
Yuval Beer, Adv.
Salinger, Confino, Ben-Zvi, Luchtenstein & Co., Law-Offices
5 Azrieli Center, Square Tower, 35th Floor
Tel Aviv 6702501, Israel
Tel: +972-3-7188700
Fax:  +972-3-7188701
 

 
 
 

CALCULATION OF REGISTRATION FEE
 
 
Title of Securities to be Registered
  
Amount to be registered (2)
    
Proposed maximum offering price per share
    
Proposed maximum aggregate offering price
    
Amount of registration fee (3)
  
Ordinary Shares (1)
     3,000,000     $ 5.775     $ 17,325,000     $ 1,745  
Total
     3,000,000    
N\a
     $ 17,325,000     $ 1,745  
 
(1)
American Depository Shares (“ADSs”), evidenced by American Depository Receipts (“ADRs”), issuable upon deposit of Ordinary Shares, par value NIS 0.01 per share, of Mazor Robotics Ltd. (the “Company”), are registered on a separate registration statement on Form F-6 (File No. 333-188511). Each ADS represents two (2) Ordinary Shares.

(2)
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers an indeterminate number of additional securities which may be offered and issued to prevent dilution resulting from stock splits, stock dividends, recapitalizations or similar transactions.

(3)
The fee is based on the number of Ordinary Shares which may be issued under the plan this registration statement relates to and is estimated in accordance with paragraphs (c) and (h) of Rule 457 under the Securities Act solely for the purpose of calculating the registration fee based upon the average of the high and low sales price of an American Depository Share as reported on the Nasdaq Global Market on May 4, 2016.

EXPLANATORY NOTE

This Registration Statement on Form S-8 relates to 3,000,000 Ordinary Shares to be issued in the future upon the exercise of options that may be granted under the Company’s 2011 Share Option Plan, as amended (the “Plan”), which are in addition to the 6,262,529 Ordinary Shares under the Plan registered on the Company’s Form S-8 filed on August 5, 2013, on August 18, 2014 and on June 17, 2015 (File Nos. 333-190372, 333-198213 and 333-205009, respectively) (together, the “Prior Registration Statement”).
 
This Registration Statement relates to securities of the same class as those to which the Prior Registration Statement relates, and is submitted in accordance with General Instruction E to Form S-8 regarding Registration of Additional Securities. Pursuant to Instruction E of Form S-8, the content of the Prior Registration Statement is incorporated herein by reference and made part of this Registration Statement, except as amended hereby.
 
The increase in the number of shares authorized for issuance under the Plan was approved by the board of directors of the Company at a meeting held on May 2, 2016.

 
 
 
PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

All information required by Part I to be contained in the prospectus is omitted from this Registration Statement in accordance with Rule 428 and the introductory note to Part I of Form S-8, in each case under the Securities Act.
 
 
 
 
PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
Item 3.             Incorporation of Documents by Reference.
 
The following additional documents, which have been filed by the Company with the Securities and Exchange Commission (the “Commission”) are incorporated by reference in and made a part of this registration statement, as of their respective dates:
 
 
(a)
The Company’s annual report on Form 20-F filed with the Commission on May 2, 2016;
 
and
 
 
(b)
The description of the Company’s Ordinary Shares, par value NIS 0.01 per share and the American Depository Shares representing the Ordinary Shares, contained in the Registration Statement on Form 20-F, filed on May 10, 2013, including any amendment or report filed for the purpose of updating such description.
 
In addition to the foregoing, all documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, and all reports on Form 6-K subsequently filed by the Company which state that they are incorporated by reference herein, prior to the filing of a post-effective amendment which indicates that all securities offered hereunder have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such documents and reports.
 
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 herein, or in any subsequently filed document which also is or is deemed to be incorporated by reference, 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.
 
 
 
 
Item 8.  Exhibits.
 
 
4.1(1) 
Articles of Association of the Company
 
 
5.1 
Opinion of Salinger, Confino, Ben-Zvi, Luchtenstein & Co., Law Offices
 
 
23.1
Consent of Somekh Chaikin, a member firm of KPMG International – Independent Registered Public Accounting Firm
 
 
23.2
Consent of Financial Immunities Dealing Room Ltd.
 
 
24.1
Power of Attorney (included on signature page)
 
 
99.1(2)
Mazor Robotics Ltd. 2011 Share Option Plan
 
 
99.2
Amendment to Mazor Robotics Ltd. 2011 Share Option Plan
 
________________
 
 
(1)
Previously filed as Exhibit 1.1 to the Company’s registration statement on Form 20-F filed on May 10, 2013, and incorporated herein by reference.
 
 
(2)
Previously filed as Exhibit 4.2 to the Company’s registration statement on Form 20-F filed on May 10, 2013, and incorporated herein by reference.
 
 
 
 

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 on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Caesarea, State of Israel, on the 9 day of May, 2016.
 
 
MAZOR ROBOTICS LTD.
  
       
 
By:
/s/ Ori Hadomi  
    Name: Ori Hadomi  
    Title: Chief Executive Officer  

 
 
 
POWER OF ATTORNEY AND SIGNATURES

We, the undersigned officers and directors of Mazor Robotics Ltd., hereby severally constitute and appoint Ori Hadomi and Sharon Levita, and each of them individually, our true and lawful attorney to sign for us and in our names in the capacities indicated below any and all amendments or supplements, including any post-effective amendments, to this registration statement on Form S-8 and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming our signatures to said amendments to this registration statement signed by our said attorney and all else that said attorney may lawfully do and cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act, this registration statement on Form S-8 has been signed below by the following persons in the capacities and on the dates indicated.
 
Signature
  
Title
  
Date
         
/s/ Ori Hadomi
Ori Hadomi
  
Chief Executive Officer and Director
(principal executive officer)
 
  
May 9, 2016
/s/ Sharon Levita
Sharon Levita
  
Chief Financial Officer and Secretary
(principal financial officer and principal accounting officer)
 
  
May 9, 2016
/s/ Jonathan Adereth
Jonathan Adereth
  
Chairman of the Board
 
  
May 9, 2016
         
/s/ Michael Berman
Michael Berman
  
Director
  
May 9, 2016
         
/s/ Gil Bianco
Gil Bianco
  
Director
 
  
May 9, 2016
         
/s/ David Schlachet
David Schlachet
  
Director
 
  
May 9, 2016
         
/s/ Sarit Soccary Ben-Yochanan
Sarit Soccary Ben-Yochanan
  
Director
  
May 9, 2016

 
 
 
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the Securities Act of 1933, as amended, the undersigned, Mazor Robotics Inc., the duly authorized representative in the United States of Mazor Robotics Ltd., has signed this registration statement on May 9, 2016.
 
 
MAZOR ROBOTICS INC.
  
       
 
By:
/s/ Christopher Prentice  
    Name: Christopher Prentice  
    Title: Chief Executive Officer  
       

 

 
Exhibit 5.1
 
 
May 9, 2016

To:
Mazor Robotics Ltd.
7 HaEshel Street
Caesarea Industrial Park South
3088900 Israel

Ladies and Gentlemen,
 
Re: Mazor Robotics Ltd.
 
We refer to the Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), on behalf of Mazor Robotics Ltd. (the “Company”), relating to 9,262,529 of the Company’s Ordinary Shares, NIS 0.01 nominal value per share, under the Mazor Robotics Ltd. 2011 Share Option Plan (the “Plan”).
 
We are members of the Israel Bar and we express no opinion as to any matter relating to the laws of any jurisdiction other than the laws of Israel.
 
In connection with this opinion, we have examined such corporate records, other documents, and such questions of Israeli law as we have considered necessary or appropriate. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of documents submitted to us as certified or photostatic copies, the authenticity of the originals of such copies and the due constitution of the Board of Directors of the Company.
 
Based on the foregoing and subject to the qualifications stated herein, we advise you that in our opinion, the shares issuable under the Plan have been duly authorized and, when issued and paid for in accordance with the terms of the Plan, will be validly issued, fully paid and non-assessable.
 
We hereby consent to the filing of this opinion as part of the Registration Statement. This consent is not to be construed as an admission that we are a person whose consent is required to be filed with the Registration Statement under the provisions of the Act.
 
Sincerely yours,

/S/ Salinger, Confino, Ben-Zvi, Luchtenstein & Co., Law-Offices
 
 
  
Hanan Salinger
Narda Ben-Zvi
Lori Almouli-Confino*
Barak Luchtenstein
David Schottenfels
Avi Levy
Ronen Wiseman
Ori Kasir
Muriel Shachar
Lena Mor
Anat Ben-Shitrit
Yuval Beer
Shimrit Roznek
Tamar Sheinkin-Japhet
Bat Sheva Austin
Gadi Ben Dror
Iren Kripak
Chana Tauber*
Ofer Efrat
Alona Asher
Dina Dan
Lior Shmuel
Daniel Pasternak
Amanda Zekcher
Elad Levi
Karin Nechushtan
*Also admitted in New York
 
 
Exhibit 23.1
 
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
The Board of Directors
Mazor Robotics Ltd.:
 
We consent to the use of our report dated May 2, 2016 with respect to the consolidated statements of financial position of Mazor Robotics Ltd. as of December 31, 2015 and 2014 and the related consolidated statements of profit or loss, changes in equity and cash flows for each of the years in the three-year period ended December 31, 2015, incorporated herein by reference.
 
/s/ Somekh Chaikin
Somekh Chaikin
Member firm of KPMG International
 
Tel-Aviv, Israel
May 9, 2016
 
 
 

Exhibit 23.2
 
CONSENT
 
We hereby consent to the incorporation by reference into this Registration Statement on Form S-8 of the references to our firm as an independent valuation specialist, and to the assistance we provided with respect to the valuation of warrants issued to investors on September 27, 2012, included under the heading “Warrants” of “Item 5. Operating and Financial Review and Prospects – A. Operating Results” of the Annual Report on Form 20-F for the year ended December 31, 2015 of Mazor Robotics Ltd.
 
/s/ Financial Immunities Dealing Room Ltd.
Financial Immunities Dealing Room Ltd.
 
Ness-Ziona, Israel
 
May 9, 2016
 
 
Exhibit 99.2
 
 
Mazor Robotics Inc.
189 S. Orange Ave., Suite 1850
Orlando, FL  32801
Tel: 1 (800) 80-MAZOR
Fax: (407) 591-3560
Mazor Robotics Ltd.
PO Box 3104, 7 HaEshel St.
Caesarea Park South
3088900 Israel
Tel: +972 4 618-7100
Fax: +972 4 618-7111
Mazor Robotics GmbH
Borkstraße 10
48163 Münster, Germany
Tel: +49 251 703 666 0
Fax: +49 251 703 666 52
 
Amendment to Mazor Robotics Ltd. 2011 Share Option Plan ("the 2011 Plan")
 
According to the Board of Directors resolution dated May 2, 2016, Section 5.1 of the 2011 Plan is hereby deleted in its entirety and replaced with the following:
 
"Awards may be granted under the Plan, subject to the provisions of Section 16.1 of the Plan, for up to an aggregate of 9,262,529 Shares. The Awards may be granted at any time, during a period of ten (10) years beginning on the Adoption Date.”
 
Except as hereinabove amended, the provisions of the 2011 Plan shall remain in full force and effect.
 
/s/ Jonathan Adereth
Jonathan Adereth,
Chairman if the Board of Directors
 
 

 
 
 

 

 

 

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