As filed with the Securities and Exchange Commission on May 12, 2009
Registration Statement No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
AMDOCS LIMITED
(Exact name of registrant as specified in its charter)
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Guernsey
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Not Applicable |
(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.) |
Suite 5, Tower Hill House Le Bordage
St. Peter Port, Guernsey, GY1 3QT
(Address of registrants 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. OBrien, Treasurer
(Name and address of agent for service)
(314) 212-8328
(Telephone Number, Including Area Code, of Agent For Service)
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
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer o | Accelerated filer o | Non-accelerated filer o (Do not check if a smaller reporting company) | Smaller reporting company o |
CALCULATION OF REGISTRATION FEE
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Amount |
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Proposed Maximum |
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Proposed Maximum |
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to be |
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Offering Price |
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Aggregate |
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Amount of |
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Title of Securities to be Registered |
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Registered (1) |
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Per Share |
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Offering Price |
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Registration Fee |
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Ordinary Shares, £0.01 par value |
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9,000,000 |
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$ |
20.65 |
(2) |
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$ |
185,850,000 |
(1) |
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$ |
10,371 |
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(1) |
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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 Registrants outstanding Ordinary Shares. |
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(2) |
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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 Registrants Ordinary Shares as reported on the New York Stock Exchange
on May 11, 2009. |
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The prospectus included in this Registration Statement is a combined prospectus which also
relates to an aggregate of 46,300,000 Ordinary Shares previously registered under the Companys
registration statements on Form S-8 filed on April 4, 2006 (File No. 333-132968), 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).
TABLE OF CONTENTS
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose of registering
9,000,000 ordinary shares, par value £0.01 per share (Ordinary Shares) of Amdocs Limited (the
Company) authorized for issuance pursuant to the Companys 1998 Stock Option and Incentive Plan,
as amended (the Plan). These additional shares were authorized for issuance as a result of the
adoption of amendments to the Plan approved by the Companys Board of Directors and shareholders in
January 2008.
INCORPORATION BY REFERENCE
Pursuant to General Instruction E to Form S-8, the contents of five registration statements on
Form S-8 (File Nos. 333-132968, 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
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Exhibit |
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Number |
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Description |
5.1
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Opinion of Carey Olsen. |
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23.1
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Consent of Carey Olsen (included in Exhibit 5.1). |
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23.2
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Consent of Ernst & Young LLP. |
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24.1
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Power of Attorney (included on the signature page of this Registration Statement). |
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99.1
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1998 Stock Option and Incentive Plan of Amdocs Limited, as amended. |
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 12th day
of May, 2009.
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AMDOCS LIMITED
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By: |
/s/ Thomas G. OBrien
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Thomas G. OBrien |
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Treasurer and Secretary
Authorized U.S. Representative |
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POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Amdocs Limited, hereby severally constitute
Bruce K. Anderson and Thomas G. OBrien, 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 of 1933, this Registration Statement has
been signed below by the following persons in the capacities and on the dates indicated.
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Signature |
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Date |
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/s/ Dov Baharav
Dov Baharav
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Director and Principal Executive Officer
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May 12, 2009 |
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/s/ Tamar Rapaport-Dagim
Tamar Rapaport-Dagim
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Principal Financial and Accounting Officer
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May 12, 2009 |
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/s/ Bruce K. Anderson
Bruce K. Anderson
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Chairman of the Board
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May 12, 2009 |
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/s/ Julian A. Brodsky
Julian A. Brodsky
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Director
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May 12, 2009 |