As filed with the Securities and Exchange Commission on November 30, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AMDOCS LIMITED
(Exact name of Registrant as specified in its charter)
Island of Guernsey Not Applicable
(State or other (I.R.S. employer
jurisdiction of identification number)
incorporation or
organization)
Tower Hill House Le Bordage
St. Peter Port, Island of Guernsey, GY1 3QT Channel Islands
011-44-1481-728444
(Address of Principal Executive Offices)
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ITDS 1996 STOCK INCENTIVE PLAN
ITDS 1997 STOCK INCENTIVE PLAN
ITDS 1998 STOCK INCENTIVE PLAN
ITDS 1999 STOCK INCENTIVE PLAN
(Full title of the Plan)
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Amdocs, Inc.
1390 Timberlake Manor Parkway
Chesterfield, Missouri 63017
Attention: Thomas G. O'Brien, Treasurer
(314) 212-8328
(Name, address and telephone number, including area
code, of agent for service)
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Copies to:
ROBERT A. SCHWED, ESQ.
Reboul, MacMurray, Hewitt, Maynard & Kristol
45 Rockefeller Plaza
New York, N. Y. 10111
(212) 841-5700
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Title of securities to be price per offering registration
to be registered registered share price fee
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Ordinary Shares,
L0.01 par value 1,108,524(1) $34.3125 $38,036,230 $10,574
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(1) Pursuant to the Agreement and Plan of Merger dated as of September 3,
1999, among the Registrant, Ivan Acquisition Corp. and International
Telecommunication Data Systems, Inc. ("ITDS"), the Registrant assumed
all of the outstanding options to purchase common stock of ITDS under
the ITDS 1996, 1997, 1998 and 1999 Stock Incentive Plans, and such
options became exercisable to purchase ordinary shares of the
Registrant, with appropriate adjustments to the number of shares and
exercise price of each assumed option.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) on the basis of the average of the high and
low sale prices of Amdocs' ordinary shares on the New York Stock
Exchange as of a date (November 23, 1999) within five business days
prior to filing this Registration Statement.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
There are hereby incorporated by reference herein the following
documents which have been filed with the Securities and Exchange Commission
(the "Commission"):
1. The Registrant's Annual Report filed on Form 20-F for the fiscal
year ended September 30, 1998 as filed with the Commission on January 15, 1999.
2. The Registrant's Quarterly Reports on Form 6-K for the quarterly
period ended June 30, 1999 as filed with the Commission on August 12, 1999, for
the quarterly period ended March 31, 1999 as filed with the Commission on May
19, 1999, and for the quarterly period ended December 31, 1998 as filed with the
Commission on February 16, 1999.
3. 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 filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") after the date of this Registration Statement and prior to the
filing of a post-effective amendment hereto that indicates that all securities
offered have been sold or that deregisters all such securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing of such documents.
Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document that also is incorporated or deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
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
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 the Registrant 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 the Registrant 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.
EXHIBIT
NUMBER DESCRIPTION
4.1 ITDS 1996 Stock Incentive Plan.
4.2 ITDS 1997 Stock Incentive Plan.
4.3 ITDS 1998 Stock Incentive Plan.
4.4 ITDS 1999 Stock Incentive Plan.
5 Opinion of Carey Langlois with respect to the legality of the
securities being registered.
23.1 Consent of Carey Langlois (included in Exhibit 5).
23.2 Consent of Ernst & Young LLP.
24 Powers of Attorney (included on signature page).
ITEM 9. UNDERTAKINGS
(a) 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
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;
(2) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed 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; and
(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.
(b) The undersigned Registrant hereby undertakes that, for the
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) 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.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions
described above, 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 of 1933 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 of 1933 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 30th day of
November, 1999.
AMDOCS LIMITED
By: /s/ BRUCE K. ANDERSON
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Bruce K. Anderson
Chief Executive Officer and
Chairman of the Board
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Bruce K. Anderson, Robert A. Minicucci
and Thomas G. O'Brien, and each of them singly (with full power to each of them
to act alone), as true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution in each of them for him and in his name,
place and stead, and in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement (or any
other Registration Statement for the same offering that is to be effective upon
filing pursuant to Rule 462(b) under the Securities Act of 1933), and to file
the same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as full to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents or any of them or their or his substitute or substitutes may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
SIGNATURES TITLE DATE
/S/ BRUCE K. ANDERSON Chief Executive Officer November 30, 1999
- ---------------------- and Chairman of the Board
Bruce K. Anderson
/S/ ROBERT A. MINICUCCI Chief Financial Officer November 30, 1999
- ---------------------- and Director
Robert A. Minicucci
/S/ ADRIAN GARDNER Director November 30, 1999
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Adrian Gardner
/S/ STEPHEN HERMER Director November 30, 1999
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Stephen Hermer
/S/ JAMES KAHAN Director November 30, 1999
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James Kahan
/S/ PAZ LITTMAN Director November 30, 1999
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Paz Littman
/S/ AVINOAM NAOR Director November 30, 1999
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Avinoam Naor
/S/ JOHN T.MCLENNAN Director November 30, 1999
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John T. McLennan
/S/ LAWRENCE PERLMAN Director November 30, 1999
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Lawrence Perlman
Director November 30, 1999
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Michael J. Price
/S/ URS SUTER Director November 30, 1999
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Urs Suter
/S/ THOMAS G. O'BRIEN Amdocs Limited's Authorized November 30, 1999
- ---------------------- Representative in the United
Thomas G. O'Brien States
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
4.1 ITDS 1996 Stock Incentive Plan.
4.2 ITDS 1997 Stock Incentive Plan.
4.3 ITDS 1998 Stock Incentive Plan.
4.4 ITDS 1999 Stock Incentive Plan.
5. Opinion of Carey Langlois with respect to the legality of the
securities being registered.
23.1. Consent of Carey Langlois (included in Exhibit 5).
23.2. Consent of Ernst & Young LLP, independent auditors.
24. Powers of Attorney (included on signature page).