As filed with the Securities and Exchange Commission on April 4, 2006
Registration Statement No. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
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REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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AMDOCS LIMITED
(Exact name of registrant as specified in its charter)
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ISLAND OF GUERNSEY NOT APPLICABLE
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
SUITE 5, TOWER HILL HOUSE LE BORDAGE
ST. PETER PORT, ISLAND OF GUERNSEY, GY1 3QT CHANNEL ISLANDS
(Address of registrant's principal executive offices)
1998 STOCK OPTION AND INCENTIVE PLAN, AS AMENDED
(Full Title of the Plan)
AMDOCS, INC.
1390 TIMBERLAKE MANOR PARKWAY, CHESTERFIELD, MISSOURI 63017
ATTENTION: THOMAS G. O'BRIEN, TREASURER
(Name and address of agent for service)
(314) 212-8328
(Telephone Number, Including Area Code, of Agent For Service)
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THE COMMISSION IS REQUESTED TO SEND COPIES OF ALL COMMUNICATIONS TO:
ROBERT A. SCHWED, ESQ.
WILMER CUTLER PICKERING HALE AND DORR LLP
399 PARK AVENUE
NEW YORK, NEW YORK 10022
(212) 937-7200
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CALCULATION OF REGISTRATION FEE
Proposed
Maximum
Offering Proposed Maximum
Amount to be Price Aggregate Amount of
Title of Securities to be Registered Registered (1) Per Share Offering Price Registration Fee
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Ordinary Shares, L0.01 par value.... 8,000,000 $34.80(2) $278,400,000 (1) $29,789
(1) Pursuant to Rule 416 of the Securities Act, this Registration Statement
shall also cover any additional Ordinary Shares that become issuable under
the Plan being registered pursuant to this Registration Statement by reason
of any stock dividend, stock split, recapitalization or any other similar
transaction effected without the receipt of consideration that results in
an increase in the number of the Registrant's outstanding Ordinary Shares.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as
amended, and based upon the average of the high and low prices of the
Registrant's Ordinary Shares as reported on the New York Stock Exchange on
March 28, 2006.
The prospectus included in this Registration Statement is a combined
prospectus which also relates to an aggregate of 38,300,000 Ordinary Shares
previously registered under the Company's registration statements on Form S-8
filed on March 31, 2004 (File No. 333-114077), April 6, 2001 (File No.
333-58454), March 2, 2000 (File No. 333-31506) and December 14, 1999 (File No.
333-92705).
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EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose of
registering 8,000,000 ordinary shares, par value L0.01 per share ("Ordinary
Shares") of Amdocs Limited (the "Company") authorized for issuance pursuant to
the Company's 1998 Stock Option and Incentive Plan, as amended (the "Plan").
These additional shares have become authorized for issuance as a result of the
adoption of amendments to the Plan approved by the Company's Board of Directors
and shareholders.
INCORPORATION BY REFERENCE
Pursuant to General Instruction E to Form S-8, the contents of four
registration statements on Form S-8 (File Nos. 333-114077, 333-58454, 333-31506
and 333-92705) previously filed by the Company with respect to Ordinary Shares
offered pursuant to the Plan are hereby incorporated by reference herein, and
the opinions and consents listed below are filed herewith.
Exhibits
Exhibit
Number Description
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5.1 Opinion of Carey Olsen.
23.1 Consent of Carey Olsen (included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP.
24.1 Power of Attorney (included on the signature page of 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 the city of New York, State of New York, on this 4th day of
April, 2006.
AMDOCS LIMITED
By: /s/ Thomas G. O'Brien
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Thomas G. O'Brien
Treasurer and Secretary
Authorized U.S. Representative
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Amdocs Limited, hereby
severally constitute Bruce K. Anderson and Thomas G. O'Brien, and each of them
singly, our true and lawful attorneys with full power to them, and each of them
singly, to sign for us and in our names in the capacities indicated below, the
Registration Statement on Form S-8 filed herewith and any and all subsequent
amendments to said Registration Statement, and generally to do all such things
in our names and behalf in our capacities as officers and directors to enable
Amdocs Limited to comply with all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming our signatures as they may be signed
by said attorneys, or any of them, to said Registration Statement and any and
all amendments thereto.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
Signature Title Date
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/s/ Bruce K. Anderson Chairman of the Board April 4, 2006
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Bruce K. Anderson
/s/ Dov Baharav Director and Principal Executive Officer April 4, 2006
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Dov Baharav
/s/ Ron Moskovitz Principal Financial and Accounting Officer April 4, 2006
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Ron Moskovitz
/s/ Robert A. Minicucci Director April 4, 2006
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Robert A. Minicucci
/s/ Adrian Gardner Director April 4, 2006
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Adrian Gardner
/s/ Julian A. Brodsky Director April 4, 2006
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Julian A. Brodsky
/s/ Charles E. Foster Director April 4, 2006
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Charles E. Foster
/s/ Eli Gelman Director April 4, 2006
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Eli Gelman
/s/ James S. Kahan Director April 4, 2006
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James S. Kahan
/s/ Nehmeia Lemelbaum Director April 4, 2006
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Nehmeia Lemelbaum
/s/ John T. McLennan Director April 4, 2006
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John T. McLennan
/s/ Simon Olswang Director April 2, 2006
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Simon Olswang
/s/ Mario Segal Director April 4, 2006
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Mario Segal
Exhibit Index
Exhibit
Number Description
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5.1 Opinion of Carey Olsen.
23.1 Consent of Carey Olsen (included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP.
24.1 Power of Attorney (included on the signature page of this Registration
Statement).