UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2007 Commission File Number 1-14840 AMDOCS LIMITED Suite 5, Tower Hill House Le Bordage St. Peter Port, Island of Guernsey, GY1 3QT Channel Islands Amdocs, Inc. 1390 Timberlake Manor Parkway, Chesterfield, Missouri 63017 (Address of principal executive offices) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. FORM 20-F [X] FORM 40-F [ ] Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to rule 12g3-2(b) under the Securities Exchange Act of 1934. YES [ ] NO [X]
On January 9, 2007, Amdocs Limited ("Amdocs") and a wholly-owned subsidiary of Amdocs entered into an Agreement (the "Amendment") amending the Share Sale and Purchase Agreement dated July 18, 2006 relating to the acquisition of Cramer Systems Group Limited ("Cramer") by Amdocs, as amended. Amdocs completed its acquisition of Cramer on August 14, 2006. The Amendment provides for certain corrections and clarifications to the Share Sale and Purchase Agreement relating to Cramer. The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 99.1 hereto and is incorporated herein by reference. The Amendment has been included to provide information regarding its terms. It is not intended to provide any other factual information about Amdocs. Such information can be found in the other public filings Amdocs makes with the Securities and Exchange Commission, which are available without charge at www.sec.gov.
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. AMDOCS LIMITED /s/ Thomas G. O'Brien ----------------------------------- Thomas G. O'Brien Treasurer and Secretary Authorized U.S. Representative Date: January 10, 2007
EXHIBIT INDEX EXHIBIT NO. DESCRIPTION 99.1 Agreement, dated January 9, 2007, amending the Share Sale and Purchase Agreement relating to Cramer Systems Group Limited dated July 18, 2006, by and among Amdocs Limited, Amdocs Astrum Limited and certain shareholders of Cramer Systems Group Limited, as amended.
. . . Exhibit 99.1 (OLSWANG LOGO) 90 High Holborn T +44 (0) 20 7067 3000 In alliance with Greenberg Traurig LLP London WC1V 6XX F +44 (0) 20 7067 3999 www.olswang.com DX 37972 Kingsway Regulated by the Law Society January 9, 2007 THIRD AGREEMENT AMENDING SHARE SALE AND PURCHASE AGREEMENT RELATING TO CRAMER SYSTEMS GROUP LIMITED DATED 18 JULY 2006 (1) BROADVIEW (2) KENNET (3) HARBOURVEST (4) THE EXECUTIVES (5) THE MANAGEMENT SHAREHOLDERS (6) AMDOCS LIMITED (7) AMDOCS ASTRUM LIMITED (8) JONATHAN MCKAY
Contents CLAUSE PAGE - ------ ---- 1. DEFINITIONS AND INTERPRETATION ....................................... 1 2. AMENDMENTS TO THE SHARE PURCHASE AGREEMENT ........................... 1 3. CONTINUATION OF SHARE PURCHASE AGREEMENT ............................. 3 4. COUNTERPARTS ......................................................... 3 5. GENERAL .............................................................. 3 SCHEDULE 1 Parties Part 1 - Broadview ................................................... 4 Part 2 - Kennet ...................................................... 5 Part 3 - HarbourVest ................................................. 6 Part 4 - The Executives .............................................. 7 Part 5 - The Management Shareholders ................................. 8 APPENDIX 1 Transaction costs .................................................... 10
THIS AGREEMENT is made on January 9, 2007 BETWEEN: (1) BROADVIEW details of which are set out in Part 1 of Schedule 1 ("BROADVIEW"); (2) KENNET details of which are set out in Part 2 of Schedule 1 ("KENNET"); (3) HARBOURVEST details of which are set out in Part 3 of Schedule 1 ("HARBOURVEST"); (4) THE EXECUTIVES details of which are set out in Part 4 of Schedule 1 (the "EXECUTIVES"); (5) THE MANAGEMENT SHAREHOLDERS details of which are set out in Part 5 of Schedule 1 (the "MANAGEMENT SHAREHOLDERS"); (6) AMDOCS LIMITED (company number 19528) whose registered office is at Tower Hill House, Le Bordage, Suite 5, St Peter Port, Guernsey GY1 3QT, The Channel Islands (the "BUYER PARENT"); (7) AMDOCS ASTRUM LIMITED (company number 423608) whose registered office is at 1st Floor, Block 5, East Point Business Park, Dublin 3, Eire (the "BUYER"); and (8) JONATHAN MCKAY of The Beacon, Penn, Buckinghamshire HP10 8ND. RECITALS: (A) Under an agreement dated 18 July 2006, as amended by a supplemental agreement dated 14 August 2006 and a second supplemental agreement dated 14 September 2006 (as so amended, the "SHARE PURCHASE AGREEMENT") made between the parties to this Agreement, the Sellers agreed to sell to the Buyer and the Buyer agreed to purchase the Sellers' Shares and Sellers' Option Shares. (B) The parties now wish to amend the Share Purchase Agreement on the terms of this Agreement. (C) This Agreement is executed on behalf of some or all of the Sellers by David-Rice Jones and David Embleton in their capacity as Sellers' Representatives in accordance with clause 6 of the Share Purchase Agreement. IT IS AGREED as follows: 1. DEFINITIONS AND INTERPRETATION Capitalised terms not defined in this Agreement bear the meanings given to them by the Share Purchase Agreement. 2. AMENDMENTS TO THE SHARE PURCHASE AGREEMENT Each of the parties agrees that with effect from the date of this Agreement the following provisions of the Share Purchase Agreement shall be amended as follows (with all other 1
terms of the Share Purchase Agreement remaining unchanged and in full force and effect): 2.1 The following additional definition shall be included in the Share Purchase Agreement after the definition of Tax Authority: "Third Supplemental Amendment Agreement the third agreement dated [9] January 2007 amending the share sale and purchase agreement relating to Cramer Systems Group Limited dated 18 July 2006;" 2.2 the following words shall be added at the end of the definition of "Transaction Costs" in clause 1: "(g) the sum of $85,000 representing the parties' best estimate of the amount payable under the tax equalisation agreement entered into between Cramer Systems Europe Limited ("CSEL") and certain employees of CSEL working on expatriate assignment in the United States; (h) the sum of L25,000 representing the agreed shortfall in employer's national insurance contributions outside the United Kingdom resulting from changes in currency exchange rates in the period between Completion and the date(s) on which any monies for such contributions are converted into relevant non-UK currencies." 2.3 Appendix 1 to this Agreement shall replace Appendix B (as referred to in the definition of "Transaction Costs") to the Share Purchase Agreement; 2.4 Appendix 2 to this Agreement shall replace Appendix E to the Share Purchase Agreement as added by the second supplemental agreement dated 14 September 2006. 2.5 the table at Part 4 of Schedule 1 shall be amended to delete the line referring to Murray Creighton (including the references to 202,875 "Y Shares 31/07/06" and 97,125 "Unvested Y and Accelerated Shares 31/06/07" set out against his name (and the totals for the respective columns shall be adjusted accordingly to read "758,922" and "341,078")); 2.6 Schedule 9 (share capitalisation table) shall be amended to delete the lines referring to Murray Creighton (including any references to Shares or Options set out against his name (and the totals for the respective columns shall be adjusted accordingly)) to be found at the following tabs: "Vested with Acceleration", "Vested no Acceleration", "Fully Diluted" and "Options"; 2.7 the following shall be inserted at the final sub paragraph of paragraph 1 of Part 1 of Schedule 11 after the words "attached to this Agreement as Appendix E": "as substituted by the Third Supplemental Amendment Agreement (which shall be in final form and shall not be subject to any further updates)." 2
2.8 the following shall be inserted at paragraph 1 of Part 2 of Schedule 11 after the words " in accordance with Part 1 of this Schedule 11": "(save in the case of Broadview in respect of which such payment shall take place as soon as reasonably practicable after Broadview has provided to the Buyer the legal opinion in relation to Broadview due to the Buyer under paragraph 1.1(i) of Part 1 of Schedule 3 of this Agreement. Broadview acknowledges that it has no Claim whatsoever against the Buyer, the Buyer Parent or the Company as a result of such payment taking place on such date rather than on Completion)". 3. CONTINUATION OF SHARE PURCHASE AGREEMENT Save as amended by this Agreement, the Share Purchase Agreement shall continue in full force and effect. 4. COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which shall constitute an original, and all the counterparts shall together constitute one and the same agreement. 5. GENERAL 5.1 The clause headings and the table of contents used in this Agreement are inserted for ease of reference only and shall not affect construction. 5.2 No variations to this Agreement shall be effective unless made in writing and signed by or on behalf of each party. 5.3 This Agreement shall be governed by English law. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute which may arise out of or in connection with this Agreement. THIS AGREEMENT is executed and delivered as a deed by the parties stated above. 3
SCHEDULE 1 PARTIES PART 1 - BROADVIEW NAME ADDRESS - ---- ------- Broadview BCPSBS Fund LP c/o BCP Capital Management 1810 Gateway Drive Suite 260 San Mateo California CA 94404 USA BCP Affiliates Fund LLC c/o BCP Capital Management 1810 Gateway Drive Suite 260 San Mateo California CA 94404 USA BCP Capital LP c/o BCP Capital Management 1810 Gateway Drive Suite 260 San Mateo California CA 94404 USA BCP Capital QPF LP c/o BCP Capital Management 1810 Gateway Drive Suite 260 San Mateo California CA 94404 USA 4
PART 2 - KENNET NAME ADDRESS - ---- ------- Kennet 1 LP 47 Esplanade St Helier Jersey JE1 0BD 5
PART 3 - HARBOURVEST NAME ADDRESS - ---- ------- HarbourVest International Private One Financial Centre Equity Partners IV - Direct Fund L.P. Boston Massachusetts 0211 United States of America 6
PART 4 - THE EXECUTIVES NAME ADDRESS - ---- ------- Jonathan Craton Donald Gibson David Embleton Mark Farmer 7
PART 5 - THE MANAGEMENT SHAREHOLDERS NAME ADDRESS - ---- ------- Jeremy Crook Guy Dubois Brian Buggy Dave Ettle Steve Hurn David Rice-Jones Francis Haysom Robert Curran 8
Dale Thomas Nelson Veiga Todd Fryburger Peter Hurst Mike Shelton Steve Miller Kelly Connery Murray Creighton 9
APPENDIX 1 TRANSACTION COSTS PER 40+ L $ - ------- ---------- ---------- Morgan Stanley 2,865,779 5,342,385 Taylor Wessing 742,198 1,383,606 SJ Berwin 562,390 1,048,407 Ernst Young (tax) 52,875 98,570 Employer's NIC borne by Company UK only 1,937,000 3,610,955 Tax Equalization (eg rejected EMI options) 21,400 39,894 Tax Equalization Expats 45,596 85,000 ACE Bonus awards L62,750.00 116,979 ACE Bonus awards L 7,912.24 14,750 Shares for new hires 344,920 643,000 Bonus in lieu of Y shares 545,000 1,015,989 Employers NIC in non UK country's 76,725 143,031 Additional Legal fee provision 65,000 121,173 Bank transmission costs and converting costs 7,000 13,049 0 7,336,545 13,676,788 Transaction expenses at closing + 40 7,593,949 14,156,640 Change -257,404 -479,853 10
SIGNED as a Deed by DAVID RICE-JONES ) as attorney for the SELLERS ) /s/ David Rice-Jones in the presence of: ) Witness's Signature /s/ Caroline Grimes ------------------- Name Caroline Grimes ---------------------------------- 5 Crisp Gardens - --------------------------------------- Temple Park Binfield - --------------------------------------- Occupation Nanny ---------------------------- SIGNED as a Deed by DAVID EMBLETON ) as attorney for the SELLERS ) /s/ David Embleton in the presence of: ) Witness's Signature /s/ Dinah Hancock ------------------- Name Dinah Hancock ---------------------------------- The Murhill - --------------------------------------- Limpley Stoke BA27F2 - --------------------------------------- Occupation Secretary ----------------------------- 11
Executed as a deed by AMDOCS LIMITED acting by its authorised signatory Thomas O'Brien: /s/ Thomas O'Brien - ------------------------------------- signature Thomas O'Brien - ------------------------------------- Thomas O'Brien Authorised signatory Present when the Common Seal of AMDOCS ASTRUM LIMITED was affixed hereto: /s/ Shane Carolan - ------------------------------------- Director /s/ Neville Walker - ------------------------------------- Secretary 12