zk1618444.htm
As filed with the Securities and Exchange Commission on May 5, 2016
Registration No. 333- 
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
______________________
 
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
______________________
 
Wix.com Ltd.
(Exact name of registrant as specified in charter)
 
State of Israel
(State or other jurisdiction of
incorporation or organization)
98-0685109
(I.R.S. Employer
Identification No.)
 
40 Namal Tel Aviv St.
Tel Aviv, Israel
(Address of principal executive offices)
 
6350671
(Zip Code)

Wix.com Ltd. 2013 Incentive Compensation Plan
(Full Title of the Plan)
 
Wix.com, Inc.
2601 Mission Street
San Francisco, CA 94110
(415) 643-6479
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies of communications to:

Colin J. Diamond, Esq.
White & Case LLP
1155 Avenue of the Americas
New York,
NY 10036
Tel: (212) 819-8200
Fax: (212) 354-8113
Eitan Israeli, Adv.
Vice President and General Counsel
Wix.com Ltd.
40 Namal Tel Aviv St.
Tel Aviv, 6350671 Israel
Tel: +972 (3) 545-4900
Fax: +972 (3) 546 6407
Tuvia J. Geffen, Adv.
Naschitz, Brandes, Amir & Co.,
Advocates
5 Tuval Street
Tel Aviv 6789717 Israel
Tel: +972 (3) 623-5000
Fax: +972 (3) 623-5005
  
CALCULATION OF REGISTRATION FEE
 
Title of securities to be registered
  
Amount to be registered(1)
    
Proposed maximum offering price per share
    
Proposed maximum aggregate offering price
    
Amount of registration fee
  
Ordinary Shares, par value NIS 0.01
    
2,013,642
(2) 
  
$
24.65
(3)
  
$
49,636,275
    
$
4,998.4
  

(1)
This Registration Statement on Form S-8 covers the following Ordinary Shares of Wix.com Ltd. (the “Registrant” or the “Company”): (i) 2,013,642 ordinary shares that may be issued under the Registrant’s 2013 Incentive Compensation Plan (the “2013 Plan”), and (ii) pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), an indeterminate number of additional shares that may become issuable under the terms of the Registrant’s 2013 Plan by reason of any share split, share dividend, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration which results in an increase in the number of the outstanding shares of the Registrant’s ordinary shares.

(2)
Represents an automatic increase to the number of shares available for issuance under the 2013 Plan, effective as of January 1, 2016. Shares available for issuance under the 2013 Plan were previously registered on a registration statements on Form S-8 filed with the Securities and Exchange Commission on November 7, 2013 (Registration No. 333-192172) and on August 27, 2015 (Registration No. 333-206611).

(3)
Calculated solely for the purpose of determining the registration fee pursuant to Rule 457(c) and (h) on the basis of the average of the high and low prices ($25.04 and $24.26) of the Registrant’s ordinary shares as quoted on the Nasdaq Global Market on May 2, 2016.
 
 
 
 
 
EXPLANATORY NOTE

Wix.com Ltd. (the “Company” or the “Registrant”) is filing this Registration Statement with the Securities and Exchange Commission (the “Commission”) to register 2,013,642 additional Ordinary Shares, par value NIS 0.01, under the 2013 Plan, pursuant to the provisions of the 2013 Plan providing for an automatic increase in the number of shares reserved for issuance under such plan. Pursuant to General Instruction E of Form S-8, this Registration Statement hereby incorporates by reference the contents of the Company's registration statements on Form S-8 filed with the Commission on November 7, 2013 (Registration No. 333-192172) and on August 27, 2016 (Registration No. 333-206611), and the information required by Part II is omitted, except as supplemented by the information set forth below.

PART I
 
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
 
Item 1.
Plan Information*
 
Item 2.
Registrant Information and Employee Plan Annual Information*
 
* The documents containing the information specified in this Part I of Form S-8 (plan information and registration information and employee plan annual information) will be sent or given to employees as specified by the Commission pursuant to Rule 428(b)(1) of the Securities Act. Such documents are not required to be and are not filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II hereof, 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 including the statement in the preceding sentence. 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 Company are incorporated herein by reference:
 
 
(i)
the Company’s annual report on Form 20-F filed on April 13, 2016;
 
 
(ii)
the GAAP financial information contained in Exhibit 99.1 of the Company’s Current Report on Form 6-K submitted to the Commission on May 4, 2016; and
 
 
(iii)
the description of the Company’s Ordinary Shares contained in Item 1 of the Registration Statement on Form 8-A (File No. 001-36158) filed with the Commission on October 29, 2013.
 
In addition to the foregoing, all documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, and, to the extent specifically designated therein, Reports of Foreign Private Issuer on Form 6-K furnished by us to the Commission, 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 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 or is 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 8.
Exhibits
 
The exhibits listed on the exhibit index at the end of this Registration Statement are included in 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 Tel Aviv, State of Israel, on May 5, 2016.
 
 
WIX.COM LTD.
  
       
 
By:
/s/ Lior Shemesh
  
   
Name:    Lior Shemesh
  
   
Title:      Chief Financial Officer
  
 
POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature appears below hereby constitutes and appoints Avishai Abrahami, Lior Shemesh, Nir Zohar or Eitan Israeli, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his or her or their 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 persons on May 5, 2016 in the capacities indicated:

 
Name
Title
     
By:  
/s/ Avishai Abrahami
Chief Executive Officer and Director
 
    Avishai Abrahami
(Principal Executive Officer)
 
   
  
By:  
/s/ Lior Shemesh
Chief Financial Officer
 
      Lior Shemesh
(Principal Financial Officer and Principal Accounting Officer)
     
By:  
s/ Mark Tluszcz
Chairman of the Board
 
    Mark Tluszcz
  
     
By:  
/s/ Norbert Becker
Director
 
s/ Norbert Becker
  
 
   
  
By:  
/s/ Yuval Cohen
Director
 
    Yuval Cohen
  
     
By:  
/s/ Adam Fisher
Director
 
Adam Fisher
  

By:  
/s/ Ron Gutler
Director
 
     Ron Gutler
  
     
By:  
/s/ Giora Kaplan
Director
 
    Giora Kaplan
  
     
By:  
s/ Erika Rottenberg
Director
 
   Erika Rottenberg
  
     
By:  
s/ Roy Saar
Director
 
   Roy Saar
  
 
WIX.COM, INC.    
By:
 
/s/ Nir Zohar
  
 
Authorized Representative in the United States
 
Name: Nir Zohar
Title: Director
    
 
 
 
 

EXHIBITS
 
Exhibit No.
  
Description
   
5.1
  
Opinion of Naschitz, Brandes, Amir & Co., Advocates, Israeli counsel to the Registrant, as to the validity of the ordinary shares (including consent)
   
23.1
  
Consent of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global
   
23.2
  
Consent of Naschitz, Brandes, Amir & Co., Advocates (included in Exhibit 5.1)
   
24.1
  
Power of Attorney (included in the signature page to this Registration Statement)
   
99.1
  
Wix.com Ltd. 2013 Incentive Compensation Plan (incorporated by reference to Exhibit 10.4 of the Registration Statement on Form F-1 of the Registrant (File No. 333-191508))