As filed with the Securities and Exchange Commission on December 13, 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 incorporation or organization) (I.R.S. Employer 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)
CRAMER SYSTEMS GROUP Y SHARE SCHEME
(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
Amount Proposed Maximum Proposed Maximum Amount of
to be Offering Price Aggregate Registration
Title of Securities to be Registered Registered (1) Per Share Offering Price Fee
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Ordinary Shares, (Pound Sterling)0.01 par value....... 4,179 Ordinary Shares $38.37 (2) $160,349 (2) $17.16
(1) Consists of Ordinary Shares, par value (Pound Sterling)0.01, of Amdocs
Limited (the "Registrant") issuable under the Cramer Systems Group Limited
("Cramer") Y Share Scheme. Pursuant and subject to the terms of the Share
Sale and Purchase Agreement relating to Cramer, dated July 18, 2006, by
and among the Registrant, Amdocs Astrum Limited and certain shareholders
of Cramer, as amended (the "Agreement"), the Registrant assumed the Cramer
Enterprise Management Y Share Scheme, and is required to grant replacement
awards under that plan to certain Cramer employees who continued to be
employed by the Registrant following the acquisition, with appropriate
adjustments to the number of shares and exercise price of each award.
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 $38.37, the average of the high and low sale prices of the Ordinary
Shares of the Registrant on the New York Stock Exchange on December 11,
2006, in accordance with Rule 457(c) of the Securities Act of 1933, as
amended, for the aggregate 4,179 ordinary shares covered by this
registration statement.
The prospectus included in this Registration Statement is a combined
prospectus which also relates to an aggregate of 252,261 Ordinary Shares
previously registered under the Company's registration statement on Form S-8
filed on September 27, 2006 (File No. 333-137617).
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed to register
additional Ordinary Shares of Amdocs Limited (the "Registrant") issuable
pursuant to the Cramer Systems Group Limited ("Cramer") Y Share Scheme (the
"Scheme"). On August 14, 2006, a subsidiary of the Registrant completed its
acquisition of all the shares of capital stock of Cramer on the terms and
conditions set forth in the Share Sale and Purchase Agreement relating to
Cramer, dated July 18, 2006, by and among the Registrant, Amdocs Astrum Limited
and certain shareholders of Cramer, as amended (the "Agreement"). Pursuant to
the Agreement, among other things Cramer became an indirect wholly owned
subsidiary of the Registrant, and the Registrant assumed the Scheme.
INCORPORATION BY REFERENCE
Pursuant to General Instruction E to Form S-8, the contents of one
registration statement on Form S-8 (File No. 333-137617) previously filed by the
Company with respect to Ordinary Shares offered pursuant to the Scheme are
hereby incorporated by reference herein, and the opinions and consents listed
below are filed herewith.
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 13th day of
December, 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 December 13, 2006
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Bruce K. Anderson
/s/ Dov Baharav Director and Principal Executive Officer December 13, 2006
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Dov Baharav
Principal Financial and Accounting December 13, 2006
/s/ Ron Moskovitz Officer
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Ron Moskovitz
/s/ Robert A. Minicucci Director December 13, 2006
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Robert A. Minicucci
/s/ Adrian Gardner Director December 13, 2006
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Adrian Gardner
/s/ Julian A. Brodsky Director December 13, 2006
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Julian A. Brodsky
/s/ Charles E. Foster Director December 13, 2006
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Charles E. Foster
/s/ Eli Gelman Director December 13, 2006
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Eli Gelman
/s/ James S. Kahan Director December 13, 2006
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James S. Kahan
/s/ Nehemia Lemelbaum Director December 13, 2006
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Nehemia Lemelbaum
/s/ John T. McLennan Director December 13, 2006
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John T. McLennan
/s/ Simon Olswang Director December 13, 2006
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Simon Olswang
Director December 13, 2006
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Mario Segal
Director December 13, 2006
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Joseph Vardi
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 Y Share Scheme of Cramer Systems Group Limited