As filed with the Securities and Exchange Commission on June 26, 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 AMENDED AND RESTATED STOCK OPTION PLAN
OF QPASS INC.
(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 Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered (1) Per Share Offering Price Registration Fee
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Ordinary Shares, L0.01 par value.. 297,772 $0.38 - $37.66 (2) $2,391,110 (2) $258
(1) Pursuant and subject to the terms of the Agreement and Plan of Merger,
dated as of April 17, 2006, by and among Amdocs Limited (the "Registrant"),
Amdocs Thesaurus, Inc., Qpass Inc. and Ray A. Rothrock, as Shareholders'
Agent, the Registrant assumed all of the outstanding options to purchase
common stock of Qpass Inc. under the Qpass Inc. 1998 Amended and Restated
Stock Option Plan held by individuals who continue to be employed by Qpass
following the merger. Such options now represent the right to purchase
Ordinary Shares of the Registrant, with appropriate adjustments to the
number of shares and exercise price of each assumed option. 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 in
accordance with Rule 457(h) of the Securities Act of 1933, as amended. The
price per share and aggregate offering price are calculated on the basis of
(a) $8.03, the weighted average exercise price of the 297,772 Ordinary
Shares subject to outstanding stock option grants under the 1998 Amended
and Restated Stock Option Plan, at prices ranging from $0.38 to $37.66.
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EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed to register Ordinary
Shares of Amdocs Limited (the "Registrant") issuable pursuant to the Qpass Inc.
("Qpass") 1998 Amended and Restated Stock Option Plan (the "Plan"). On May 31,
2006, a subsidiary of the Registrant completed a merger with Qpass on the terms
and conditions set forth in the Agreement and Plan of Merger, dated as of April
17, 2006, by and among the Registrant, Amdocs Thesaurus, Inc., Qpass and Ray A.
Rothrock, as shareholders' agent (the "Merger Agreement"). Pursuant to the
merger, Qpass became an indirect wholly owned subsidiary of the Registrant.
Pursuant to the terms of the Merger Agreement, the Registrant agreed to assume
all of the outstanding options to purchase shares of Qpass common stock issued
under the Plan that were held by individuals who continued to be employed by
Qpass following the merger. As of the effective time of the merger, these
options were converted automatically into options to purchase an aggregate of
297,772 the Registrant's Ordinary Shares based on a formula provided in the
Merger Agreement.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION
The information required by Item 1 is included in documents sent or provided to
participants in the Plan covered by this Registration Statement pursuant to Rule
428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
The written statement required by Item 2 is included in documents sent or
provided to participants in the Plan covered by this Registration Statement
pursuant to Rule 428(b)(1) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The Registrant is subject to the informational and reporting requirements of
Sections 13(a), 14, and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and in accordance therewith files reports and other
information with the Securities and Exchange Commission (the "Commission"). The
following documents, which are on file with the Commission, are incorporated in
this registration statement by reference:
(a) The Registrant's latest annual report filed pursuant to Section 13(a)
or 15(d) of the Exchange Act or the latest prospectus filed pursuant to Rule
424(b) under the Securities Act that contains audited financial statements for
the Registrant's latest fiscal year for which such statements have been filed.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the document referred
to in (a) above.
(c) The description of the Registrant's Ordinary Shares contained in the
Registrant's Registration Statement on Form 8-A as filed with the Commission on
June 17, 1998, including any amendment or report filed for updating such
description.
All documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be part hereof
from the date of the filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for the 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 statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Guernsey law permits a company's articles of association to provide for the
indemnification of officers and directors except to the extent that such a
provision may be held by the courts of Guernsey to be contrary to public policy
(for instance, for purporting to provide indemnification against the
consequences of committing a crime) and except to the extent that Guernsey law
prohibits the indemnification of any director against any specific provisions of
Guernsey Company law under which personal liability may be imposed or incurred.
Under the Registrant's Articles of Association, the Registrant is obligated to
indemnify any person who is made or threatened to be made a party to a legal or
administrative proceeding by virtue of being a director, officer or agent of the
Registrant, provided that it has no such obligation to indemnify any such
persons for any claims they incur or sustain by or through their own willful act
or default.
The Registrant has entered into an indemnity agreement with its directors and
some of its officers, under which it has agreed to pay the indemnified party the
amount of Loss (as defined therein) suffered by that party due to claims made
against that party for a Wrongful Act (as defined therein).
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The Exhibit Index immediately preceding the exhibits is incorporated herein by
reference.
ITEM 9. UNDERTAKINGS.
1. Item 512(a) of Regulation S-K. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13
or Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
2. Item 512(b) of Regulation S-K. The undersigned Registrant hereby undertakes
that, for purposes of determining any liability under the Securities Act, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
3. Item 512(h) of Regulation S-K. Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
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 26th day of
June, 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 June 26, 2006
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Bruce K. Anderson
/s/ Dov Baharav Director and Principal Executive Officer June 26, 2006
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Dov Baharav
/s/ Ron Moskovitz Principal Financial and Accounting Officer June 26, 2006
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Ron Moskovitz
/s/ Robert A. Minicucci Director June 26, 2006
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Robert A. Minicucci
/s/ Adrian Gardner Director June 26, 2006
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Adrian Gardner
/s/ Julian A. Brodsky Director June 26, 2006
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Julian A. Brodsky
/s/ Charles E. Foster Director June 26, 2006
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Charles E. Foster
/s/ Eli Gelman Director June 26, 2006
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Eli Gelman
/s/ James S. Kahan Director June 26, 2006
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James S. Kahan
/s/ Nehmeia Lemelbaum Director June 26, 2006
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Nehmeia Lemelbaum
/s/ John T. McLennan Director June 26, 2006
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John T. McLennan
/s/ Simon Olswang Director June 26, 2006
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Simon Olswang
Director June 26, 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).
99.1 1998 Amended and Restated Stock Option Plan of Qpass Inc.