Form S-8 SOLAREDGE TECHNOLOGIES,
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E-mailAs filed with the Securities and Exchange Commission on ____
Registration No. 333-_____
United States
Securities and Exchange Commission
Washington, D.C. 20549
__________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________________
SOLAREDGE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of incorporation or organization)
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20-5338862
(I.R.S Employer Identification Number)
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1 HaMada Street
Herziliya, Israel
(Address of Principal Executive Offices)
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4673335
(Zip Code)
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SolarEdge Technologies, Inc. 2015 Global Incentive Plan
(Full title of the plan)
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Ronen Faier
Chief Financial Officer
SolarEdge Technologies, Inc.
700 Tasman Dr.
Milpitas, CA 95035
(Name and address of agent for service)
(510) 498-3200
(Telephone number, including area code, of agent for service)
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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.
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Large accelerated filer ☑
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Accelerated filer ☐
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Non-accelerated filer ☐
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Smaller reporting company ☐
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Emerging growth company ☐
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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. ☐
INTRODUCTION
This Registration Statement on Form S-8 is being filed by SolarEdge Technologies, Inc. (the “Registrant”) to register an additional 5,000,000 shares of common stock, par value $0.0001 per share
(“Common Stock”), issuable to eligible persons under the SolarEdge, Inc. 2015 Global Incentive Plan (the “2015 Plan”).
Pursuant to General Instruction E of Form S-8, the contents of the Registration Statements on Form S-8 previously filed with the Securities and Exchange Commission (the “Commission”) on April 2, 2015
(Registration number 333-203193) which relate to the 2015 Plan are incorporated herein by reference and made a part hereof, except for those items being updated by this Registration Statement.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
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Exhibit No.
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Description
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+ Indicates a management contract or compensatory plan or arrangement
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 the City of Hertzlyia, Country of Israel.
SolarEdge Technologies Inc.
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/s/ Ronen Faier
Ronen Faier |
Chief Financial Officer
(Principal Financial and Accounting Officer)
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February 22, 2022
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KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officers and directors of Registrant do hereby constitute and appoint Ronen Faier, Chief Financial
Officer, the lawful attorney-in-fact and agent with full power and authority to do any and all acts and things and to execute any and all instruments which said attorney and agent, 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, both pre-effective and
post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby
ratifies and confirms that said attorney and agent, shall do or cause to be done by virtue hereof.
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 by the following persons on behalf of the Registrant in the capacities and on the
dates indicated.
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/s/Zvi Lando
Zvi Lando |
Chief Executive Officer & Director
(Principal Executive Officer)
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February 22, 2022
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/s/Nadav Zafrir
Nadav Zafrir |
Chairman of the Board
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February 22, 2022
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/s/Yoni Cheifetz
Yoni Cheifetz |
Director
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February 22, 2022
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/s/Marcel Gani
Marcel Gani |
Director
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February 22, 2022
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/s/Doron Inbar
Doron Inbar |
Director
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February 22, 2022
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/s/Avery More
Avery More |
Director
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February 22, 2022
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/s/Tal Payne
Tal Payne |
Director
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February 22, 2022
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/s/ Betsy Atkins
Betsy Atkins
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Director
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February 22, 2022
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Exhibit 5.1
February 22, 2022
SolarEdge Technologies, Inc.
1 HaMada Street
1 HaMada Street
Herziliya Pituach 4673335, Israel
Re: SolarEdge Technologies, Inc. Registration Statement on Form S-8
Ladies and Gentlemen:
I have examined the Registration Statement on Form S-8 (the “Registration Statement”) of SolarEdge Technologies, Inc., a Delaware corporation (the “Company”), to be filed with the Securities and Exchange Commission
(the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), in connection with the offering by the Company of up to 5,000,000 shares of the Company’s common stock, par value $0.0001 per share (the “Shares”). The
Shares subject to the Registration Statement are to be issued under the SolarEdge Technologies, Inc. 2015 Global Incentive Plan (the “2015 Plan”).
In arriving at the opinion expressed below, I have examined the originals, or photostatic or certified copies, of such records of the Company and certificates of public officials and such other documents as I have
deemed relevant and necessary as the basis for the opinions set forth below. In my examination, I have assumed the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted
to me as originals and the conformity to original documents of all documents submitted to me as copies.
Based upon the foregoing examination and in reliance thereon, and subject to the assumptions stated herein and in reliance on statements of fact contained in the documents that I have examined, I am of the opinion that
the Shares, when issued and sold in accordance with the terms set forth in the 2015 Plan and against payment therefor, will be validly issued, fully paid and non-assessable.
This opinion is limited to the effect of the current state of the Delaware General Corporation Law and the facts as they currently exist. I assume no obligation to revise or supplement this opinion in the event of
future changes in such laws or the interpretation thereof or such facts.
I consent to the filing of this opinion as an exhibit to the Registration Statement, and I further consent to the use of my name under the caption “Interest of Named Experts and Counsel” in the Registration Statement.
In giving this consent, I do not thereby admit that I am within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.
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Very truly yours,
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/s/ Rachel Prishkolnik
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Rachel Prishkolnik
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Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2015 Global
Incentive Plan, 2007 Global Incentive Plan and 2015 Employee Stock Purchase Plan of Solaredge Technologies, Inc. of our report dated February 22, 2022, with respect to the consolidated financial statements of Solaredge Technologies, Inc. and the
effectiveness of internal control over financial reporting of Solaredge Technologies, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2021, filed with the Securities and Exchange Commission.
/s/ Kost Forer Gabbay & Kasierer
A Member of Ernst & Young Global
Tel-Aviv, Israel
February 22, 2022
Exhibit 107
CALCULATION OF FILING FEE TABLE
Form S-8
SolarEdge Technologies, Inc.
Table 1 – Newly Registered Securities
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Security Type
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Security Class Title
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Fee Calculation Rule
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Amount Registered(1)
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Proposed Maximum Offering Price Per Unit
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Maximum Aggregate Offering Price
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Fee Rate
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Amount of Registration Fee
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Equity
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Common Stock, par value 0.0001 per share
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457(c); 457(h)
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5,000,000(2)
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$260.4 (3)
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$1,300,200,000.00
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$92.70 per $1,000,000
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$120,528.54
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Total Offering Amounts
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$1,300,200,000.00
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$120,528.54
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Total Fee Offsets (4)
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$0.00
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Net Fee Due
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$120,528.54
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Pursuant to Rule 416(a) under the Securities Act, this Registration Statement shall also cover any additional shares of the Registrant’s Common Stock that become issuable in respect of the securities identified in the above table by reason
of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration that results in an increase in the number of the outstanding shares of the Registrant’s Common Stock.
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Represents additional shares of the Registrant’s Common Stock reserved for issuance under Registrant’s 2015 Global Incentive Plan (the “2015 Plan”) pursuant to
the provisions of the 2015 Plan that provide for an automatic annual increase in the number of shares reserved for issuance under the 2015 Plan.
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Estimated in accordance with Rules 457(c) and (h) of the Securities Act solely for the purpose of calculating the registration fee based upon the average of the high and low prices of the Registrant’s Common Stock as reported on the NASDAQ
Global Select Market on February 18, 2021.
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The Registrant does not have any fee off-sets.
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