As filed with the Securities and Exchange Commission on March 16, 2015

Registration No. 333-      

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM F-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

Mobileye N.V.

(Exact name of Registrant as specified in its charter)

Not Applicable

(Translation of Registrant’s name into English)

The Netherlands   7372   Not Applicable
(State or other jurisdiction of
incorporation or organization)
  (Primary Standard Industrial
Classification Code Number)
 

(I.R.S. Employer

Identification Number)

    Har Hotzvim, 13 Hartom Street
P.O. Box 45157
Jerusalem 9777513, Israel
+972 2 541 7333
   
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
   

Mobileye, Inc.
99 Jericho Turnpike
Jericho, NY 11753

877-867-4900

   
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Ofer Maharshak
Chief Financial Officer
Mobileye N.V.
Har Hotzvim, 13 Hartom Street
P.O. Box 45157
Jerusalem 9777513, Israel
+972 2 541 7333
James R. Tanenbaum, Esq.
Nilene R. Evans, Esq.
Morrison & Foerster LLP
250 West 55th Street
New York, NY 10019-5201
(212) 468-8000
Phyllis G. Korff, Esq.
Yossi Vebman, Esq.
Skadden, Arps, Slate, Meagher
& Flom LLP
Four Times Square
New York, NY 10036-6522
(212) 735-3000

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date 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.   ¨

 

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.   þ 333-201614

 

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 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.   ¨

 

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be
Registered
  Amount to be
registered(1)
   Proposed Maximum
Offering Price per security(2)
   Proposed Maximum
Aggregate Offering Price(1)(2)
   Amount of
Registration Fee
 
                 
Ordinary shares, nominal value  €0.01   3,021,050   $41.75   $126,128,838   $14,657 

 

(1)

This amount is in addition to the 16,675,000 shares of common stock registered under the Registration Statement on Form F-1 originally declared effective by the Securities and Exchange Commission on March 16, 2015 (File No. 333-201614) and includes ordinary shares that may be purchased from the selling shareholders at the option of the underwriters.

   
(2)

Based on the public offering price of $41.75 per share.

 

This registration statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act.

 

 

 
 

 

EXPLANATORY NOTE

 

We are filing this registration statement with the Securities and Exchange Commission pursuant to Rule 462(b) under the Securities Act of 1933, as amended. This registration statement relates to the public offering of securities contemplated by the Registration Statement on Form F-1 (File No. 333-201614), originally filed by us on January 21, 2015, as amended, and declared effective on March 16, 2015. This registration statement is being filed for the sole purpose of increasing the amount of ordinary shares to be registered for sale by the Company. The contents of such registration statement, as declared effective on March 16, 2015 are incorporated by reference into this registration statement pursuant to Rule 462(b) under the Securities Act.

 

The required opinions and consents are listed on an Exhibit Index attached hereto and filed herewith.

 

CERTIFICATION

 

The Registrant hereby certifies to the Securities and Exchange Commission that (1) it has instructed its bank to pay the filing fee set forth on the cover page of this Registration Statement by a wire transfer of such amount to the Commission’s account at U.S. Bank as soon as practicable (but no later than the close of business as of March 17, 2015), (2) it will not revoke such instructions, (3) it has sufficient funds in the relevant account to cover the amount of such filing fee and (4) it will confirm receipt of such instructions by its bank during regular business hours no later than March 17, 2015.

 

 
 

 

PART II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 8. Exhibits.

 

Exhibit
Number
Exhibit Description
   
5.1

Opinion of Van Campen & Partners N.V. as to the legality of the securities being registered

 

23.1

Consent of Van Campen & Partners N.V. (included in Exhibit 5.1)

 

23.2

Consent of Kesselman & Kesselman independent registered public accounting firm

 

24.1

Power of Attorney; incorporated by reference to the Power of Attorney included in Registration Statement on Form F-1 (SEC File No. 333-201614) 

 

 
 

 

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-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Jerusalem, Israel, on March 16, 2015.

 

  MOBILEYE N.V.
   
  By: /s/ Ziv Aviram
    Name:  Ziv Aviram
    Title:     President and Chief Executive Officer
     
  By: /s/ Ofer Maharshak
    Name:  Ofer Maharshak
    Title:     Chief Financial Officer

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated:

 

Signature   Title   Date
         
/s/ Ziv Aviram   President, Chief Executive Officer   March 16, 2015
*  Ziv Aviram   and Executive Director (Principal
Executive Officer)
   
         
/s/ Ofer Maharshak   Chief Financial Officer   March 16, 2015
Ofer Maharshak   (Principal Financial Officer
and Principal Accounting Officer)
   
         
*   Chairman and Executive Director   March 16, 2015
Professor Amnon Shashua        
         
*   Director   March 16, 2015
Eli Barkat        
         
*   Director   March 16, 2015
Eyal Desheh        
         
*   Director   March 16, 2015
Peter Seth Neustadter        
         
*   Director   March 16, 2015
Tomaso A. Poggio        
         
*   Director   March 16, 2015
Judith Richter        

 

By: /s/ Ofer Maharshak  
  Ofer Maharshak, as Attorney-in-Fact  

 

Authorized U.S. Representative:    

 

Mobileye, Inc.  
By: /s/ Ziv Aviram  
  Name:   Ziv Aviram  
  Title:      Chief Executive Officer  
  Date:    March 16, 2015