As filed with the Securities and Exchange Commission on February 23, 2012.

Registration No. 333-117085

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________

Post-Effective Amendment No. 1

to

Form F-3

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

_____________________

COMMTOUCH SOFTWARE LTD.

(Exact name of registrant as specified in its charter)

_____________________

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

 

Commtouch Software Ltd.

4A Hazoran Street

Poleg Industrial Park, P.O. Box 8511

Netanya 42504, Israel

 

_____________________

c/o Commtouch Inc.

Gary Davis, VP, General Counsel & Corp. Secretary

292 Gibraltar Dr., Ste. 107

Sunnyvale, CA 94089

(650) 864-2000

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

_____________________

With copies to:

 

Gary Davis

VP, General Counsel & Corp. Secretary

Commtouch Inc.

292 Gibraltar Dr., Suite 107

Sunnyvale, CA 94089

Tel: (650) 864-2000

Fax: (650) 864-2006

Aaron M. Lampert

Naschitz, Brandes & Co.

5 Tuval Street

Tel Aviv 67897 Israel

Tel: 972-3-623-5000

Fax: 972-3-623-5005

 

Howard Berkenblit

Zysman Ahararoni Gayer and

Sullivan & Worcester LLP

One Post Office Square
Boston, MA 02109

(617) 338-2979

 

Approximate date of commencement of proposed sale to the public: N/A

___________________________

If any of the securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.

 

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.

 

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

 

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

 

If this Form is a post-effective amendment pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.

 

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Ruler 413(b) under the Securities Act, check the following box.

 

 

 
 
 

DEREGISTRATION OF UNSOLD SECURITIES

 

Under Registration Statement on Form F-3 (File No. 333-117085) (the “Registration Statement”), Commtouch Software Ltd. (the “Company”) previously registered up to an aggregate of 23,363,879 of the Company’s Ordinary Shares, NIS 0.05 nominal value per share (7,787,960 shares following a reverse split at a ratio of one for three Ordinary Shares on January 2, 2008, NIS 0.15 nominal value per share) (the “Ordinary Shares”), to be sold by certain selling security holders of the Company.

 

Pursuant to the Company’s undertaking in Item 10 of Part II of the Registration Statement, the Company intends to remove from registration under the Registration Statement, including all amendments and exhibits thereto, the unsold portion of Ordinary Shares registered thereon. Some of the Ordinary Shares were originally issued to various, named security holders under a Securities Purchase Agreement entered into by the Company with the security holders, and some of the Ordinary Shares were to be issued to these security holders upon i) conversion of debt to equity in the Company, ii) exercise of warrants and iii) exercise of additional investment rights. The Ordinary Shares were registered on the Registration Statement to fulfill a contractual obligation. This obligation further required the Company to maintain the effectiveness of the Registration Statement until the earlier of a) the date as of which the security holders could sell all of the Ordinary Shares covered by such Registration Statement without restriction pursuant to Rule 144(k) (or any successor thereto) promulgated under the 1933 Act or b) such time as all Ordinary Shares offered under the Registration Statement were sold. This period has expired.

 

Accordingly, the Company hereby de-registers all Ordinary Shares registered pursuant to the Registration Statement that as of effectiveness of this Post-Effective Amendment No. 1 remain unsold thereunder.

 

 

 

 
 

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 F-3, and has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Netanya, State of Israel, on February 12, 2012.

 

  Commtouch Software Ltd.
     
  By: /s/ Ron Ela
    Ron Ela
Chief Financial Officer

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement on Form F-3 has been signed by the following persons in the capacities and on the dates indicated.

 

Signature   Title   Date
         
/s/ Shlomi Yanai   Chief Executive Officer   February 12, 2012
Shlomi Yanai   (Principal Executive Officer)    
         
    Chief Financial Officer    
/s/ Ron Ela   (Principal Financial and   February 12, 2012
Ron Ela   Accounting Officer)    
         
/s/ Lior Samuelson   Chairman of the Board   February 12, 2012
Lior Samuelson        
         
/s/ Yair Bar-Touv   Director   February 12, 2012
Yair Bar-Touv        
         
/s/ James Hamilton   Director   February 16, 2012
James Hamilton        
         
/s/ Hila Karah   Director   February 12, 2012
Hila Karah        
         
/s/ Aviv Raiz   Director   February 12, 2012
Aviv Raiz        
         
/s/ Yair Shamir   Director   February 12, 2012
Yair Shamir        
         
/s/ Lloyd E. Shefsky   Director   February 12, 2012
Lloyd E. Shefsky        
         
/s/ Todd Thomson   Director   February 12, 2012
Todd Thomson        
         
/s/ Shlomi Yanai   Authorized U.S. Representative   February 12, 2012
Shlomi Yanai