As filed with the Securities and Exchange Commission on March 31, 2004
Registration Statement No. 333-
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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 Identification No.)
incorporation or organization)
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 STOCK OPTION AND INCENTIVE PLAN, AS AMENDED
(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.
Hale and Dorr LLP
300 Park Avenue
New York, New York 10022
(212) 937-7200
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CALCULATION OF REGISTRATION FEE
Amount Proposed Maximum Proposed Maximum
to be Offering Price Aggregate Amount of
Title of Securities to be Registered Registered (1) Per Share Offering Price Registration Fee
------------------------------------ -------------- ---------------- ------------------ ----------------
Ordinary Shares, L0.01 par value................. 6,000,000 $26.52 (2) $159,120,000 (2) $20,161
(1) 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
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
Registrant's Ordinary Shares as reported on the New York Stock Exchange
on March 24, 2004.
The prospectus included in this Registration Statement is a combined
prospectus which also relates to an aggregate of 32,300,000 Ordinary Shares
previously registered under the Company's registration statements on Form S-8
filed on April 6, 2001, (File No. 333-58454), March 2, 2000 (File No. 333-31506)
and December 14, 1999 (File No. 333-92705).
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose
of registering an additional 6,000,000 ordinary shares, par value L0.01
per share ("Ordinary Shares") of Amdocs Limited (the "Company") authorized for
issuance pursuant to the Company's 1998 Stock Option and Incentive Plan, as
amended (the "Plan"). These additional shares have become authorized for
issuance as a result of the adoption of an amendment to the Plan approved by the
Company's Board of Directors and shareholders.
INCORPORATION BY REFERENCE
Pursuant to General Instruction E to Form S-8, the contents of three
registration statements on Form S-8 (File Nos. 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
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.
23.3 Consent of Deloitte & Touche LLP.
24.1 Power of Attorney (included on the signature page of this
Registration Statement).
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 31st day of
March, 2004.
AMDOCS LIMITED
By: /s/ Bruce K. Anderson
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Bruce K. Anderson
President and Chairman of the Board
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Amdocs Limited, hereby
severally constitute Bruce K. Anderson, Robert A. Minicucci 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 President and Chairman of the Board March 31, 2004
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Bruce K. Anderson (Principal Executive Officer)
/s/ Robert A. Minicucci Vice President and Director March 31, 2004
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Robert A. Minicucci (Principal Financial Officer)
/s/ Avinoam Naor Director March 31, 2004
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Avinoam Naor
Signature Title Date
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/s/ Adrian Gardner Director March 31, 2004
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Adrian Gardner
/s/ Dov Baharav Director March 31, 2004
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Dov Baharav
/s/ Julian A. Brodsky Director March 31, 2004
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Julian A. Brodsky
/s/ Charles E. Foster Director March 31, 2004
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Charles E. Foster
/s/ Eli Gelman Director March 31, 2004
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Eli Gelman
/s/ James S. Kahan Director March 31, 2004
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James S. Kahan
/s/ Nehmeia Lemelbaum Director March 31, 2004
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Nehmeia Lemelbaum
/s/ John T. McLennan Director March 31, 2004
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John T. McLennan
/s/ Mario Segal Director March 31, 2004
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Mario Segal
/s/ Thomas G. O'Brien Amdocs Limited's Authorized March 31, 2004
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Thomas G. O'Brien Representative in the United States
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.
23.3 Consent of Deloitte & Touche LLP.
24.1 Power of Attorney (included on the signature page of this
Registration Statement).
EXHIBIT 5.1
(Letterhead of Carey Olsen)
Amdocs Limited
Tower Hill House
The Bordage
St. Peter Port
Guernsey
March 31, 2004
Dear Sirs:
RE: REGISTRATION STATEMENT ON FORM S-8
The following opinion is furnished to you in connection with the filing by
Amdocs Limited of its registration statement on Form S-8 (the "Registration
Statement"), under the Securities Act of 1933, as amended, relating to the
registration of an additional 6,000,000 of its ordinary shares, L0.01 par value
(the "Shares"), issuable upon the exercise of certain stock options granted
under the Company's 1998 Stock Option and Incentive Plan, as amended (the
"Plan").
In that connection, we have examined originals, or copies certified or otherwise
identified to our satisfaction, of such documents, corporate records and other
instruments as we have deemed necessary or appropriate for the purposes of this
opinion, including the Plan and the Articles of Association and Memorandum of
Association of the Company.
Based upon such examination, we are of opinion that:
1. The Company has been duly organized and validly exists as a
corporation under the laws of Guernsey, Channel Islands.
2. When issued and sold upon the exercise of options granted or
pursuant to awards made in accordance with the terms of the Plan
as contemplated by the Registration Statement, each of the Shares
will be validly issued, fully paid and non-assessable.
We express no opinion on any law other than the law of Guernsey as of the date
hereof.
We hereby consent to the use of this opinion as an exhibit to the Registration
Statement.
Yours faithfully
/s/ Carey Olsen
Carey Olsen
EXHIBIT 23.2
Consent of Ernst & Young LLP, Independent Auditors
We consent to the incorporation by reference in this Registration
Statement on Form S-8 pertaining to the Amdocs Limited 1998 Stock Option and
Incentive Plan, as amended, of our report dated October 30, 2003, with respect
to the consolidated financial statements and schedule of Amdocs Limited,
included in its Annual Report (Form 20-F) for the year ended September 30, 2003,
filed with the Securities and Exchange Commission on December 24, 2003.
/s/ Ernst & Young LLP
New York, New York
March 31, 2004
EXHIBIT 23.3
Deloitte & Touche LLP
1 Place Ville Marie
Suite 3000
Montreal QC H3B 4T9
Canada
Tel: (514) 393-7115
Fax: (514) 390-4113
www.deloitte.ca
Independent Auditors' Consent
We consent to the incorporation by reference in this Registration Statement on
Form S-8, pertaining to the Amdocs Limited 1998 Stock Option and Incentive Plan,
as amended, of our report dated March 19, 2003 (except for Note 17, which is as
of July 2, 2003), related to the consolidated financial statements of Certen
Inc., as of and for the years ended December 31, 2001 and 2002, appearing in the
Annual Report of Amdocs Limited on form 20-F, for the year ended September 30,
2003, filed with the Securities and Exchange Commission on December 24, 2003.
/s/ Deloitte & Touche LLP
Montreal, Quebec
March 31, 2004
