As filed with the Securities and Exchange Commission on May 22, 2006
Registration No. 333-______________
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UNITED STATES
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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NICE SYSTEMS LTD.
(Exact Name of Registrant as Specified in Its Charter)
ISRAEL N/A
(State or Other Jurisdiction (I.R.S. Employer Identification Number)
of Incorporation)
8 Hapnina Street
P.O. Box 690
43107 Ra'anana
Israel
(Address of Principal Executive Offices ) (Zip Code)
NICE SYSTEMS LTD.
2003 STOCK OPTION PLAN
(Full Title of the Plan)
NICE Systems Inc.
301 Route 17 North
10th Floor
Rutherford, New Jersey 07070
(Name and Address of Agent For Service)
(201) 964-2600
(Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Adam M. Klein, Adv.
Goldfarb, Levy, Eran, Meiri & Co.
2 Weizmann Street
Tel Aviv 64239 Israel
+972-3-608-9999
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CALCULATION OF REGISTRATION FEE
Proposed Maximum
Proposed Maximum Aggregate Offering Amount of
Title of Securities Amount To Offering Price Per Price Registration Fee
To Be Registered Be Registered (2) Share
----------------------- ------------------- ------------------------ ---------------------- -----------------
Ordinary Shares, par
value NIS 1.00 per
share (1) 12,000(3) $30.33(4) $363,960 $38.94
----------------------- ------------------- ------------------------ ---------------------- -----------------
Ordinary Shares, par
value NIS 1.00 per
share (1) 695,000(3) $30.57(4) $21,246,150 $2,273.34
----------------------- ------------------- ------------------------ ---------------------- -----------------
Ordinary Shares, par
value NIS 1.00 per
share (1) 348,500(3) $51.08(4) $17,801,380 $1,904.75
----------------------- ------------------- ------------------------ ---------------------- -----------------
Ordinary Shares, par
value NIS 1.00 per
share (1) 475,556 (3) $55.37(5) $26,331,536 $32.43(6)
----------------------- ------------------- ------------------------ ---------------------- -----------------
(1) American Depositary Shares ("ADSs"), evidenced by American Depositary
Receipts ("ADRs"), issuable upon deposit of Ordinary Shares, par value
NIS 1.00 per share, of NICE Systems Ltd. are registered on a separate
registration statement. Each ADS represents one Ordinary Share.
(2) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended
(the "Securities Act"), this Registration Statement also covers such
indeterminate number of Ordinary Shares as may be offered or issued to
prevent dilution resulting from stock splits, stock dividends, or
similar transactions pursuant to the terms of the NICE Systems Ltd.
2003 Stock Option Plan (the "Plan").
(3) 531,056 Ordinary Shares that were reserved for issuance under the NICE
Systems Ltd. Amended and Restated 1999 Employee Stock Purchase Plan
(the "ESPP") were transferred to the Plan. In addition, the ESPP
provides for an annual addition of 250,000 Ordinary Shares. These
additional Ordinary Shares will be transferred to the Plan each year
for the next four years, until calendar year 2009.
(4) The price is calculated in accordance with Rule 457(h) under the
Securities Act based upon the exercise price of the options.
(5) The price is estimated pursuant to Rule 457(h) and Rule 457(c) of the
Securities Act solely for the purpose of calculating the registration
fee and is based upon the average of the high and low prices of the
ADRs as quoted on The Nasdaq National Market on May 19, 2006.
(6) A registration fee in the pro-rated amount of $2,785.04 ("Prior Fee
Payment") was previously paid for the registration of 1,531,056
Ordinary Shares, which were reserved for issuance under the ESPP, on a
Registration Statement on Form S-8 filed with the Commission on
December 12, 2003 (File No. 333-111113).
EXPLANATORY NOTE
This Registration Statement on Form S-8 is filed by NICE Systems Ltd.
(the "Company") and relates to an additional 1,531,056 ordinary shares, par
value NIS 1.00 per share (the "Ordinary Shares"), issuable to participants in
the Plan of which 1,531,056 Ordinary Shares were previously reserved for
issuance under the ESPP and were registered on a Registration Statement on Form
S-8 filed with the Commission on December 12, 2003 (File No. 333-111113).
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION
Not required to be filed with this Registration Statement. Pursuant to
Rule 428(b)(1) under the Securities Act of 1933, as amended (the "Securities
Act"), the Registrant, NICE Systems Ltd., a company organized under the laws of
the State of Israel (the "Company"), will provide to the respective participants
in the NICE Systems Ltd. 2003 Stock Option Plan (the "Plan") the required
information with respect to the Plan.
ITEM 2. REGISTRANT INFORMATION AND PLAN ANNUAL INFORMATION
Upon written or oral request by a participant in the Plan, the
Registrant will provide without charge any of the documents incorporated by
reference in Item 3 of Part II of this Registration Statement (which documents
are incorporated by reference into the Section 10(a) prospectus) and any
documents required to be delivered to participants pursuant to Rule 428(b) of
the Securities Act. All such written or oral requests for documents or
information should be directed to NICE Systems Ltd. at 8 Hapnina Street, P.O.
Box 690, 43107 Ra'anana, Israel, Attention: Corporate Secretary, telephone:
+972-9-775-3777.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The Securities and Exchange Commission (the "Commission") allows us to
"incorporate by reference" information into this prospectus. This means that we
can disclose important information to you by referring you to another document
filed by us with the Commission. Any information referenced this way is
considered part of this prospectus, and any information that we file after the
date of this prospectus with the Commission will automatically update and
supersede this information. We incorporate by reference into this prospectus the
following documents:
(i) The Company's Report on Form 20-F for the fiscal year ended
December 31, 2005, filed with the Commission on May 17, 2006.
(ii) The Company's Current Reports on Form 6-K (or portions thereof
indicated therein as being incorporated by reference into
previously filed registration statements) filed with the
Commission on March 3, 2006, April 28, 2006, May 10, 2006 and
May 18, 2006.
(iii) The descriptions of our ADSs, ADRs and our Ordinary Shares
contained in the Company's Registration Statement on Form F-3
filed with the Commission on August 26, 2005 and including any
subsequent amendment or report filed for the purpose of updating
such description.
In addition, any future filings made by us with the Commission 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 prospectus and prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, and any future reports on Form 6-K furnished by us to the Commission
during such period or portions thereof that are identified in such forms as
being incorporated into this Registration Statement, shall be considered to be
incorporated in this Registration Statement by reference and shall be considered
a part of this Registration Statement from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Exemption of Office Holders
Under the Israeli Companies Law, as amended (the "Companies Law"), an
Israeli company may not exempt an office holder from liability for breach of his
duty of loyalty, but may exempt in advance an office holder from liability to
the company, in whole or in part, for a breach of his duty of care (except in
connection with distributions), provided the articles of association of the
company allow it to do so. Our articles of association do not allow us to do so.
Office Holder Insurance
Our articles of association provide that, subject to the provisions of
the Companies Law, we may enter into a contract for the insurance of the
liability of any of our office holders with respect to:
o a breach of his duty of care to us or to another person,
o a breach of his duty of loyalty to us, provided that the office
holder acted in good faith and had reasonable grounds to assume
that his act would not prejudice our interests, or
o a financial liability imposed upon him in favor of another person
concerning an act performed by him in his capacity as an office
holder.
Indemnification of Office Holders
Our articles of association provide that we may indemnify an office
holder against:
o a financial liability imposed on or incurred by an office holder
in favor of another person by any judgment, including a
settlement or an arbitrator's award approved by a court concerning
an act performed in his capacity as an office holder.
Such indemnification may be approved (i) after the liability has
been incurred or (ii) in advance, provided that the undertaking
is limited to types of events which our board of directors deems
to be foreseeable in light of our actual operations at the time
of the undertaking and limited to an amount or criterion
determined by our board of directors to be reasonable under the
circumstances, and further provided that such events and amounts
or criterion are set forth in the undertaking to indemnify, and
provided that the total amount of indemnification for all persons
we have agreed to indemnify in such circumstances does not
exceed, in the aggregate twenty-five percent (25%) of our
shareholders' equity at the time of the actual indemnification;
o reasonable litigation expenses, including attorney's fees,
expended by the office holder as a result of an investigation or
proceeding instituted against him by a competent authority,
provided that such investigation or proceeding concluded without
the filing of an indictment against him and either (A) concluded
without the imposition of any financial liability in lieu of
criminal proceedings or (B) concluded with the imposition of a
financial liability in lieu of criminal proceedings but relates to
a criminal offense that does not require proof of criminal intent;
and
o reasonable litigation expenses, including attorneys' fees,
expended by the office holder or charged to him by a court, in
proceedings instituted against him by or on our behalf or by
another person, or in a criminal charge from which he was
acquitted, or a criminal charge in which he was convicted for a
criminal offense that does not require proof of intent, in each
case relating to an act performed in his capacity as an office
holder.
We have undertaken to indemnify our directors and officers pursuant to
applicable law. We have obtained directors and officers liability insurance for
the benefit of our office holders.
Limitations on Exemption, Insurance and Indemnification
The Companies Law provides that a company may not exempt or indemnify
an office holder, or enter into an insurance contract, which would provide
coverage for any monetary liability incurred as a result of any of the
following:
o a breach by the office holder of his duty of loyalty unless, with
respect to insurance coverage or indemnification, the office
holder acted in good faith and had a reasonable basis to believe
that the act would not prejudice the company;
o a breach by the office holder of his duty of care if the breach
was done intentionally or recklessly;
o any act or omission done with the intent to derive an illegal
personal benefit; or
o any fine levied against the office holder.
Required Approvals
In addition, under the Companies Law, any exemption of, indemnification
of, or procurement of insurance coverage for, our office holders must be
approved by our audit committee and our board of directors and, if the
beneficiary is a director, by our shareholders. We have obtained such approvals
for the procurement of liability insurance covering our officers and directors
and for the grant of indemnification letters to our officers and directors.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
The following exhibits are filed with or incorporated by reference into
this Registration Statement (numbering corresponds to Exhibit Table in Item 601
of Regulation S-K):
4.1 Memorandum of Association of NICE Systems Ltd. (an English
translation) (previously filed as Exhibit 3.1 to, and
incorporated by reference from, NICE's Registration Statement on
Form F-3/A (Registration No. 333-127883) filed with the
Commission on October 14, 2005).
4.2 Articles of Association of NICE Systems Ltd. approved by the
Annual General Meeting of the Company's shareholders held on
September 28, 2005 (previously filed as Exhibit 3.2 to, and
incorporated by reference from, NICE's Registration Statement on
Form F-3/A (Registration No. 333-127883) filed with the
Commission on October 14, 2005).
4.3 Form of Share Certificate (previously filed as Exhibit 4.1 to,
and incorporated by reference from, NICE's Amendment No. 1 to
Registration Statement on Form F-1 (Registration No. 333-99640)
filed with the Commission on December 29, 1995).
4.4 NICE Systems Ltd. 2003 Stock Option Plan (previously filed as
Exhibit 4.4 to, and incorporated by reference from, NICE's
Registration Statement on Form S-8 (Registration No. 333-111112)
filed with the Commission on December 12, 2003).
5 Opinion of Goldfarb, Levy, Eran, Meiri & Co.
23.1 Consent of Kost, Forer, Gabbay & Kasierer, a member of
Ernst & Young Global.
23.2 Consent of Goldfarb, Levy, Eran, Meiri & Co.
(included in Exhibit 5).
24 Power of Attorney (included in signature page of this
Registration Statement).
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:
(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 this 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 this Registration
Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration
Statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(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.
(b) 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 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to 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.
(c) 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
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, as amended,
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 Ra'anana, State of Israel, on the 22nd day of
May, 2006.
NICE SYSTEMS LTD.
By: /s/Ran Oz /s/Haim Shani
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Ran Oz Haim Shani
Corporate Vice President CEO
and Chief Financial Officer
POWER OF ATTORNEY
Know all men by these present, that each individual whose signature
appears below constitutes and appoints Ran Oz, Haim Shani, and each of them, his
or her true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him or her and in his or her place and
stead, in any and all capacities, to sign any all amendments (including
post-effective amendments) to this Registration Statement and to file the same
will all exhibits thereto, and all 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 and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby rectifying 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, as amended,
this Registration Statement has been signed by the following person in the
capacities and on the dates identified:
Signature Title Date
/s/Ron Gutler Chairman of the Board of Directors May 22, 2006
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Ron Gutler
/s/Joseph Atsmon Vice-Chairman of the Board of Directors May 22, 2006
----------------
Joseph Atsmon
/s/Haim Shani Chief Executive Officer (Principal May 22, 2006
------------- Executive Officer)
Haim Shani
/s/Ran Oz Corporate Vice President and Chief May 22, 2006
------------ Financial Officer (Principal Financial
Ran Oz Officer and Principal Accounting Officer)
/s/Rimon Ben-Shaoul Director May 22, 2006
-------------------
Rimon Ben-Shaoul
/s/Yoseph Dauber Director May 22, 2006
--------------------
Yoseph Dauber
Director May ___, 2006
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Dan Falk
/s/John Hughes Director May 22, 2006
---------------
John Hughes
/s/David Kostman Director May 22, 2006
----------------
David Kostman
/s/Dr. Leora Meridor Director May 22, 2006
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Dr. Leora Meridor
Authorized Representative in the
United States:
NICE SYSTEMS INC.
By: /s/David Ottensoser May 22, 2006
-----------------------
Name: David Ottensoser
Title: Corporate Secretary
INDEX TO EXHIBITS
EXHIBIT NO.
DESCRIPTION
4.1 Memorandum of Association of NICE Systems Ltd.
(an English translation) (previously filed as Exhibit 3.1 to, and
incorporated by reference from, NICE's Registration Statement
on Form F-3/A (Registration No. 333-127883) filed with
the Commission on October 14, 2005).
4.2 Articles of Association of NICE Systems Ltd. approved by the
Annual General Meeting of the Company's shareholders held on
September 28, 2005 (previously filed as Exhibit 3.2 to, and
incorporated by reference from, NICE's Registration Statement on
Form F-3/A (Registration No. 333-127883) filed with the
Commission on October 14, 2005).
4.3 Form of Share Certificate (previously filed as Exhibit 4.1 to,
and incorporated by reference from, NICE's Amendment No. 1 to
Registration Statement on Form F-1 (Registration No. 333-99640)
filed with the Commission on December 29, 1995).
4.4 NICE Systems Ltd. 2003 Stock Option Plan (previously filed as
Exhibit 4.4 to, and incorporated by reference from, NICE's
Registration Statement on Form S-8 (Registration No. 333-111112)
filed with the Commission on December 12, 2003).
5 Opinion of Goldfarb, Levy, Eran, Meiri & Co.
23.1 Consent of Kost, Forer, Gabbay & Kasierer, a member of
Ernst & Young Global.
23.2 Consent of Goldfarb, Levy, Eran, Meiri & Co.
(included in Exhibit 5).
24 Power of Attorney (included in signature page of this
Registration Statement).