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The Netherlands |
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7372 |
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Not Applicable |
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(State or other jurisdiction of incorporation or organization) |
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(Primary Standard Industrial Classification Code Number) |
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(I.R.S. Employer Identification Number) |
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Ofer Maharshak Chief Financial Officer Mobileye N.V. Har Hotzvim, 13 Hartom Street P.O. Box 45157 Jerusalem 97775, Israel +972 2 541 7333 |
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James R. Tanenbaum, Esq. Nilene R. Evans, Esq. Morrison & Foerster LLP 250 West 55th Street New York, NY 10019-5201 (212) 468-8000 |
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Phyllis G. Korff, Esq. Yossi Vebman, Esq. Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square New York, NY 10036-6522 (212) 735-3000 |
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Title of Each Class of Securities to be Registered |
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Amount to be registered |
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Proposed Maximum Aggregate Offering Price(1)(2) |
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Amount of Registration Fee(3) |
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Ordinary shares, nominal value €0.01 |
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31,912,500 |
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$ |
606,337,500 |
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$ |
78,096.27 |
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Number |
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Exhibit Title |
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1.1* |
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Form of Underwriting Agreement |
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3.1** |
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Form of Amended and Restated Articles of Association |
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3.2* |
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Form of Rules and Regulations (reglement) of the board of directors |
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4.1** |
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Global Registration Rights Agreement dated as of August 19, 2013, among the Registrant and all holders of Series D, E and F Shares |
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4.2** |
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Founders Agreement dated as of August 15, 2013, among the Registrant and the investors signatory thereto |
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4.3** |
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Founders Agreement dated as of August 19, 2013, among the Registrant and the investors signatory thereto |
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5.1* |
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Opinion of Van Campen & Partners N.V. |
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8.1* |
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Tax Opinion of Morrison & Foerster LLP |
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8.2* |
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Tax Opinion of Van Campen & Partners N.V., special Dutch counsel to the Registrant |
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10.1* |
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The 2003 Share Option Plan, with Israeli Appendix, as amended |
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10.2* |
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Form of Indemnification Agreement |
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10.3* |
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Employment Agreement, dated July 24, 2014, between Mobileye Vision Technologies Ltd. and Amnon Shashua |
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10.4* |
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Employment Agreement, dated July 24, 2014, between Mobileye Vision Technologies Ltd. and Ziv Aviram |
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10.5* |
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Employment Agreement, dated July 27, 2014, between Mobileye Vision Technologies Ltd. and Ofer Maharshak |
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10.6** |
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Employment Agreement dated January 8, 1999, between Mobileye Vision Technologies Ltd. and Gaby Hayon |
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10.7** |
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Employment Agreement dated October 1, 2000, between Mobileye Vision Technologies Ltd. and Elchanan Rushinek |
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10.8** |
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Employment Agreement dated October 14, 2003, between Mobileye Vision Technologies Ltd. and Itay Gat |
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10.9* |
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English translation of Unprotected Leasing Agreement made as of January 31, 2008 by and between “Atirey Yeda” and Mobileye Technologies Limited; English summary of addendums thereto and English translation of addendum dated June 30, 2014 |
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10.10* |
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Summary of a Sub-Lease Agreement dated April 24, 2012, between Mobileye Vision Technologies Ltd. and OrCam Technologies Ltd., and addendums thereto |
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Number |
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Exhibit Title |
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10.11†** |
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Agreement dated October 17, 2006, between Mobileye Technologies Limited and STMicroelectronics N.V., as amended |
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10.12†** |
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Manufacturing Agreement, dated January 29, 2013, between Mobileye Technologies Limited and Golden Vast Macao Commercial Offshore Limited |
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10.13†* |
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Purchase Contract, effective February 8, 2011, between Mobileye Technologies Limited and Magna Electronics |
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10.14†* |
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Purchase Contract, effective June 12, 2012, between Mobileye Technologies Limited and Magna Electronics |
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10.15†* |
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Purchase Contract, effective June 12, 2012, between Mobileye Technologies Limited and Autoliv Electronics AB |
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10.16** |
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Form of terms and conditions |
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21.1** |
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List of Subsidiaries |
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23.1# |
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Consent of Van Campen & Partners N.V. (included in Exhibit 5.1) |
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23.2** |
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Consent of Kesselman & Kesselman, independent registered public accounting firm |
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24.1** |
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Powers of Attorney (included in the signature page) |
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99.1** |
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Consent of Eli Barkat, Director-Nominee |
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99.2** |
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Consent of Tomaso A. Poggio, Director-Nominee |
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99.3** |
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Consent of Judith Richter, Director-Nominee |
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MOBILEYE N.V. |
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By: |
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/s/ Ziv Aviram |
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Name: |
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Ziv Aviram |
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Title: |
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President and Chief Executive Officer |
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By: |
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/s/ Ofer Maharshak |
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Name: |
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Ofer Maharshak |
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Title: |
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Chief Financial Officer |
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Signature |
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Title |
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Date |
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---|---|---|---|---|---|---|---|---|
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* |
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President, Chief Executive Officer and Executive Director (Principal Executive Officer) |
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/s/ Ofer Maharshak |
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Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
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July 28, 2014 |
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* |
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Chairman and Executive Director |
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* |
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Director |
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* |
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Director |
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* By:
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July 28, 2014 |
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Mobileye, Inc. |
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By: |
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/s/ Ziv Aviram |
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Name: |
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Ziv Aviram |
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Title: |
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Chief Executive Officer |
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Date: |
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July 28, 2014 |
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