As filed with the Securities and Exchange Commission on April 4, 2006 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) ---------- ISLAND OF GUERNSEY NOT APPLICABLE (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 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) ---------- 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 ---------- CALCULATION OF REGISTRATION FEE Proposed Maximum Offering Proposed Maximum Amount to be Price Aggregate Amount of Title of Securities to be Registered Registered (1) Per Share Offering Price Registration Fee - ------------------------------------ -------------- --------- ---------------- ---------------- Ordinary Shares, L0.01 par value.... 8,000,000 $34.80(2) $278,400,000 (1) $29,789 (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 28, 2006. The prospectus included in this Registration Statement is a combined prospectus which also relates to an aggregate of 38,300,000 Ordinary Shares previously registered under the Company's registration statements on Form S-8 filed on 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). ================================================================================
EXPLANATORY NOTE This Registration Statement on Form S-8 is being filed for the purpose of registering 8,000,000 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 amendments 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 four registration statements on Form S-8 (File Nos. 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 Exhibit Number Description - ------- ----------- 5.1 Opinion of Carey Olsen. 23.1 Consent of Carey Olsen (included in Exhibit 5.1). 23.2 Consent of Ernst & Young 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 4th day of April, 2006. AMDOCS LIMITED By: /s/ Thomas G. O'Brien ------------------------------------ Thomas G. O'Brien Treasurer and Secretary Authorized U.S. Representative POWER OF ATTORNEY AND SIGNATURES We, the undersigned officers and directors of Amdocs Limited, hereby severally constitute Bruce K. Anderson 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 --------- ----- ---- /s/ Bruce K. Anderson Chairman of the Board April 4, 2006 - ------------------------------------- Bruce K. Anderson /s/ Dov Baharav Director and Principal Executive Officer April 4, 2006 - ------------------------------------- Dov Baharav /s/ Ron Moskovitz Principal Financial and Accounting Officer April 4, 2006 - ------------------------------------- Ron Moskovitz /s/ Robert A. Minicucci Director April 4, 2006 - ------------------------------------- Robert A. Minicucci
/s/ Adrian Gardner Director April 4, 2006 - ------------------------------------- Adrian Gardner /s/ Julian A. Brodsky Director April 4, 2006 - ------------------------------------- Julian A. Brodsky /s/ Charles E. Foster Director April 4, 2006 - ------------------------------------- Charles E. Foster /s/ Eli Gelman Director April 4, 2006 - ------------------------------------- Eli Gelman /s/ James S. Kahan Director April 4, 2006 - ------------------------------------- James S. Kahan /s/ Nehmeia Lemelbaum Director April 4, 2006 - ------------------------------------- Nehmeia Lemelbaum /s/ John T. McLennan Director April 4, 2006 - ------------------------------------- John T. McLennan /s/ Simon Olswang Director April 2, 2006 - ------------------------------------- Simon Olswang /s/ Mario Segal Director April 4, 2006 - ------------------------------------- Mario Segal
Exhibit Index Exhibit Number Description - ------- ----------- 5.1 Opinion of Carey Olsen. 23.1 Consent of Carey Olsen (included in Exhibit 5.1). 23.2 Consent of Ernst & Young LLP. 24.1 Power of Attorney (included on the signature page of this Registration Statement).
Exhibit 5.1 Our Ref: NTC/CB/1000662/0034/G1174434v1 Amdocs Limited Tower Hill House The Bordage St. Peter Port Guernsey 04 April 2006 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 8,000,000 of its ordinary shares, L0.01 par value (the "Shares"), issuable upon the exercise of certain stock options and/or other awards 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 all 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 [AMDOCS LIMITED LETTERHEAD]
EXHIBIT 23.2 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-_______) pertaining to the Amdocs Limited 1998 Stock Option and Incentive Plan, as amended, of our report dated November 3, 2005, with respect to the consolidated financial statements and schedule of Amdocs Limited, included in the Annual Report (Form 20-F) for the year ended September 30, 2005, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP New York, NY April 2, 2006