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Tufin Software Technologies Ltd. Form F-1/A Filed 2019-04-01

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Tufin Software Technologies Ltd. Form F-1/A Filed 2019-04-01 SECURITIES AND EXCHANGE COMMISSION FORM F-1/A Registration statement for securities of certain foreign private issuers [amend] Filing Date: 2019-04-01 SEC Accession No. 0001628280-19-003686 (HTML Version on secdatabase.com) FILER Tufin Software Technologies Ltd. Mailing Address Business Address 5 SHOHAM STREET 5 SHOHAM STREET CIK:1757399| IRS No.: 000000000 RAMAT-GAN L3 52521 RAMAT-GAN L3 52521 Type: F-1/A | Act: 33 | File No.: 333-230109 | Film No.: 19718638 972 3 612 8118 SIC: 7373 Computer integrated systems design Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document As filed with the Securities and Exchange Commission on April 1, 2019 . Registration No. 333-230109 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____________ AMENDMENT NO. 2 TO FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _____________ Tufin Software Technologies Ltd. (Exact name of Registrant as specified in its charter) _____________ Not Applicable (Translation of Registrant’s name into English) _____________ State of Israel 7373 Not Applicable (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification No.) Tufin Software Technologies Ltd. 5 Shoham Street Ramat-Gan 52521, Israel +972 (3) 612-8118 (Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices) _____________ Tufin Software North America, Inc. 2 Oliver Street, Suite 702 Boston, Massachusetts 02109-4901 +1 (877) 270-7711 (Name, address, including zip code, and telephone number, including area code, of agent for service) _____________ Copies to: Colin J. Diamond, Esq. Amir Halevy, Adv. Kenneth J. Gordon, Esq. Ido Zemach, Adv. White & Case LLP Perry E. Wildes, Adv. Michael J. Minahan, Esq. Yoni Henner, Adv. 1221 Avenue of the Americas Gross, Kleinhendler, Goodwin Procter LLP Goldfarb Seligman & Co. New York, New York 10020-1095 Hodak, Halevy, Greenberg, 100 Northern Avenue 98 Yigal Alon Street Tel: +1 (212) 819-8200 Shenhav & Co. Boston, Massachusetts 02210 Ampa Tower Fax: +1 (212) 354-8113 One Azrieli Center, Round Tower Tel: +1 (617) 570-1000 Tel Aviv 6789141, Israel Tel Aviv 67021, Israel Fax: +1 (617) 801-8717 Tel: +972 (3) 608-9999 Tel: +972 (3) 607-4444 Fax: +972 (3) 608-9855 Fax: +972 (3) 607-4470 Approximate date of commencement of proposed sale to the public: As soon as practicable after effectiveness of this registration statement. 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. o If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) 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. o 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. o If this Form is a post-effective amendment filed pursuant to Rule 462(d) 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. o Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging growth company. x Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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. x † The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. _____________ CALCULATION OF REGISTRATION FEE Proposed Proposed maximum maximum Amount of Title of each class of Amount to be aggregate offering aggregate offering registration securities to be registered registered(1) price per share(2) price(1)(2) fee(3) Ordinary shares, par value NIS 0.015 per share 8,855,000 $14.00 $123,970,000 $15,026 (1) Includes shares granted pursuant to the underwriters’ option to purchase additional shares. See “Underwriting.” (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended. (3) $12,120 previously paid. The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine. Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS Summary 1 Risk Factors 12 Special Note Regarding Forward-Looking Statements 41 Market and Industry Data 42 Use of Proceeds 43 Dividend Policy 44 Capitalization 45 Dilution 46 Selected Consolidated Financial Data 48 Management’s Discussion and Analysis of Financial Condition and Results of Operations 51 Business 70 Management 86 Principal Shareholders 114 Certain Relationships and Related Party Transactions 117 Description of Share Capital 120 Shares Eligible for Future Sale 128 Taxation and Israeli Government Programs Applicable to our Company 130 U.S. and Israeli Tax Consequences for our Shareholders 134 Underwriting 143 Expenses of the Offering 149 Legal Matters 150 Experts 150 Enforceability of Civil Liabilities 151 Where You Can Find Additional Information 153 Index to Consolidated Financial Statements F-1 _____________ Neither we nor the underwriters, nor any of their respective agents, have authorized anyone to provide information different from that contained in this prospectus, any amendment or supplement to this prospectus or in any free writing prospectus prepared by us or on our behalf. Neither we nor the underwriters, nor any of their respective agents, take any responsibility for, and can provide no assurance as to the reliability of, any information other than the information in this prospectus and any free writing prospectus prepared by us or on our behalf. Neither the delivery of this prospectus nor the sale of our ordinary shares means that information contained in this prospectus is correct after the date of this prospectus. This prospectus is not an offer to sell or the solicitation of an offer to buy these ordinary shares in any circumstances under which such offer or solicitation is unlawful. For investors outside of the United States: Neither we nor the underwriters, nor any of their respective agents, have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves about, and to observe any restrictions relating to, this offering and the distribution of this prospectus outside of the United States. References in this prospectus to the Global 2000 are to the world’s 2,000 largest public companies as published by Forbes on June 16, 2018. Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document SUMMARY This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all the information that you should consider before deciding to invest in our ordinary shares. You should read the entire prospectus carefully, including “Risk Factors” and our consolidated financial statements and notes to those consolidated financial statements, before making an investment decision. In this prospectus, the terms “Tufin,” “we,” “us,” “our” and “the company” refer to Tufin Software Technologies Ltd. and its subsidiaries. Overview We are pioneering a policy-centric approach to security and IT operations. We transform enterprises’ security operations by helping them visualize, define and enforce a unified security
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