As filed with the Securities and Exchange Commission on December 14, 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
(Address of Principal Executive Offices)
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1998 STOCK OPTION AND INCENTIVE PLAN, AS AMENDED
(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
<PAGE>
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(1) price fee
- --------------------------------------------------------------------------------
Ordinary Shares,
(pound) 0.01 par
value 6,600,000 $13.00 $85,800,000 $23,853
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, as amended, (the
"1933 Act") as follows: (i) in the case of Ordinary Shares which may be
purchased upon the exercise of outstanding options which have heretofore
been granted, the fee is calculated on the basis of the price at which the
options may be exercised; and (ii) in the case of Ordinary Shares for which
options have not yet been granted and the price of which is therefore
unknown, the fee is calculated 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 (December 10, 1999) within five business days prior to filing
this Registration Statement.
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<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Amdocs will send or give the documents containing the information
specified in Part I of Form S-8 to employees as specified by the Securities and
Exchange Commission Rule 428(b)(1) under the 1933 Act. Amdocs does not need to
file these documents with the Commission either as part of this Registration
Statement or as prospectuses or prospectus supplements under Rule 424 of the
1933 Act.
<PAGE>
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, 1999 as filed with the Commission on December 7, 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.
<PAGE>
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
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.
<PAGE>
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
_______ ___________
4 1998 Stock Option and Incentive Plan, as amended, of Amdocs Limited
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
1933 Act, 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 1933 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
<PAGE>
at that time shall be deemed to be the initial bona fide offering
thereof.
(h) Insofar as indemnification for liabilities arising under the 1933
Act 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
Commission such indemnification is against public policy as expressed
in the 1933 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 1933 Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the 1933 Act, 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 14th day of December, 1999.
AMDOCS LIMITED
By: /s/ BRUCE K. ANDERSON
-----------------------------------------
Bruce K. Anderson
Chief Executive Officer and
Chairman of the Board
<PAGE>
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 1933 Act), and to file the same, with
all exhibits thereto and other documents in connection therewith, with the
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 1933 Act, 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 and December 14, 1999
- ---------------------- Chairman of the Board
Bruce K. Anderson
/S/ ROBERT A. MINICUCCI Chief Financial Officer and December 14, 1999
- ----------------------- Director
Robert A. Minicucci
/S/ ADRIAN GARDNER Director December 14, 1999
- ----------------------
Adrian Gardner
/S/ STEPHEN HERMER Director December 14, 1999
- ----------------------
Stephen Hermer
/S/ JAMES KAHAN Director December 14, 1999
- ----------------------
James Kahan
<PAGE>
/S/ PAZ LITTMAN Director December 14, 1999
- ----------------------
Paz Littman
Director December 14, 1999
- ----------------------
Avinoam Naor
/S/ JOHN T.MCLENNAN Director December 14, 1999
- ----------------------
John T. McLennan
/S/ LAWRENCE PERLMAN Director December 14, 1999
- ----------------------
Lawrence Perlman
/S/ MICHAEL J. PRICE Director December 14, 1999
- ----------------------
Michael J. Price
/S/ URS SUTER Director December 14, 1999
- ----------------------
Urs Suter
/S/ THOMAS G. O'BRIEN Amdocs Limited's Authorized December 14, 1999
- ----------------------- Representative in the United
Thomas G. O'Brien States
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
4. 1998 Stock Option and Incentive Plan, as amended, of Amdocs Limited
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).
<PAGE>
EXHIBIT 4
AMDOCS LIMITED
1998 STOCK OPTION AND INCENTIVE PLAN
AS AMENDED AS OF JANUARY 27, 1999
1. Purpose; Type of Awards; Construction
The purpose of the Amdocs Limited 1998 Stock Option and Incentive Plan (the
"Plan") is to afford an incentive to officers, directors, employees and
consultants of Amdocs Limited (the "Company"), or any subsidiary of the
Company which now exists or hereafter is organized or acquired by the
Company, to acquire a proprietary interest in the Company, to continue as
employees, directors and consultants, to increase their efforts on behalf
of the Company and to promote the success of the Company's business. It is
further intended that options granted by the Committee (as such a term is
defined below) pursuant to Section 8 of the Plan shall constitute
"incentive stock options" ("Incentive Stock Options") within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"),
and options granted by the Committee pursuant to Section 7 of the Plan
shall constitute "nonqualified stock options" ("Nonqualified Stock
Options"). The Committee may also grant restricted shares ("Restricted
Stock") under the Plan pursuant to Section 9 of the Plan. If the Committee
so determines it may grant Nonqualified Stock Options or Restricted Stock
pursuant to the provisions of Section 102 of the Israel Income Tax
Ordinance (New Version) 1961, and any regulations, rules, orders or
procedures promulgated thereunder ("102 Securities").
2. Definitions
As used in this Plan, the following words and phrases shall have the
meanings indicated:
(a) "Ordinary Shares" shall mean shares of ordinary shares, par value
(pound) 0.01 per share, of the Company.
(b) "Disability" shall mean the inability of a Grantee (as defined in
Section 3 hereof) to engage in any substantial gainful activity by
reason of any medically determinable physical or mental impairment
that can be expected to result in death or that has lasted or can be
expected to last for a continuous period of not less than twelve (12)
months.
(c) "Fair Market Value" per share as of a particular date shall mean (i)
if the shares of Ordinary Shares are not then listed on a national
securities exchange or traded in an over-the-counter market, such
value as the Committee, in
<PAGE>
its sole discretion, shall determine; or (ii) if the shares of
Ordinary Shares are then traded on a national securities exchange the
closing sales price per share of Ordinary Shares on the national
securities exchange, on which the Ordinary Shares are principally
traded, for the last preceding date on which there was a sale of such
Ordinary Shares on such exchange, or (iii) if the shares of Ordinary
Shares are then traded in an over-the-counter market, the average of
the closing bid and asked prices for the shares of Ordinary Shares in
such over-the-counter market for the last preceding date on which
there was a sale of such Ordinary Shares in such market.
(d) "Option" or "Options" shall mean a grant to a Grantee (as defined in
Section 3 hereof) of an option or options to purchase shares of
Ordinary Shares. Options granted by the Committee (as defined in
Section 3 hereof), pursuant to the Plan shall constitute either
Incentive Stock Options or Nonqualified Stock Options.
(e) "Parent" shall mean any company (other than the Company) in an
unbroken chain of companies ending with the Company if, at the time of
granting an Option, each of the companies other than the Company owns
stock possessing fifty percent (50%) or more of the total combined
voting power of all classes of stock in one of the other companies in
such chain.
(f) "Subsidiary" shall mean any company (other than the Company) in an
unbroken chain of companies beginning with the Company if, at the time
of granting an Option, each of the companies other than the last
company in the unbroken chain owns stock possessing fifty percent
(50%) or more of the total combined voting power of all classes of
stock in one of the other companies in such chain.
(g) "Ten Percent Stockholder" shall mean a Grantee (as defined in Section
3 hereof), who, at the time an Incentive Stock Option is granted, owns
stock possessing more than ten percent (10%) of the total combined
voting power of all classes of stock of the Company or any Parent or
Subsidiary.
3. Administration
The Plan shall be administered by a committee (the "Committee") established
by the Board of Directors of the Company (the "Board").
The Committee shall have the authority in its discretion, subject to and
not inconsistent with the express provisions of the Plan, to administer the
Plan and to exercise all the powers and authorities either specifically
granted to it under the Plan or necessary or advisable in the
<PAGE>
administration of the Plan, including, without limitation, the authority to
grant Options and Restricted Stock; to determine which Options shall
constitute Incentive Stock Options and which Options shall constitute
Nonqualified Stock Options or 102 Securities; to determine the kind of
consideration payable (if any) with respect to awards; to determine the
period during which Options may be exercised and Restricted Stock shall be
subject to restrictions, and whether in whole or in installments; to
determine the persons to whom, and the time or times at which awards shall
be granted (such persons are referred to herein as "Grantees"); to
determine the number of shares to be covered by each award; to interpret
the Plan; to prescribe, amend and rescind rules and regulations relating to
the Plan; to determine the terms and provisions of the agreements (which
need not be identical) entered into in connection with awards granted under
the Plan (the "Agreements"); to cancel or suspend awards, as necessary; and
to make all other determinations deemed necessary or advisable for the
administration of the Plan.
The Committee may delegate to one or more of its members or to one or more
agents such administrative duties as it may deem advisable, and the
Committee or any person to whom it has delegated duties as aforesaid may
employ one or more persons to render advice with respect to any
responsibility the Committee or such person may have under the Plan. All
decisions, determinations and interpretations of the Committee shall be
final and binding on all Grantees of any awards under this Plan.
The Board shall fill all vacancies, however caused, in the Committee. The
Board may from time to time appoint additional members to the Committee,
and may at any time remove one or more Committee members and substitute
others.
No member of the Board or Committee shall be liable for any action taken or
determination made in good faith with respect to the Plan or any award
granted hereunder.
4. Eligibility
Officers, Directors, other employees of the Company and consultants of the
Company shall be eligible to receive awards hereunder. In determining the
persons to whom awards shall be granted and the number of shares to be
covered by each award, the Committee, in its sole discretion, shall take
into account the contribution by the eligible individuals to the
management, growth and/or profitability of the business of the Company and
such other factors as the Committee shall deem relevant.
5. Ordinary Shares
The maximum number of shares of Ordinary Shares reserved for the grant of
awards under the Plan shall be 6,600,000. Such shares may, in whole or in
part, be authorized but unissued shares. The
<PAGE>
foregoing numbers of shares may be increased or decreased by the events set
forth in Section 10 hereof.
If any outstanding award under the Plan should, for any reason expire, be
canceled or be terminated without having been exercised in full, the shares
of Ordinary Shares allocable to the unexercised, canceled or terminated
portion of such award shall (unless the Plan shall have been terminated)
become available for subsequent grants of awards under the Plan.
6. Terms and Conditions of Options
Each Option granted pursuant to the Plan shall be evidenced by a written
agreement between the Company and the Grantee (the "Option Agreement"), in
such form as the Committee shall from time to time approve, which Option
Agreement shall comply with and be subject to the following terms and
conditions:
(a) NUMBER OF SHARES. Each Option Agreement shall state the number of
shares of Ordinary Shares to which the Option relates.
(b) TYPE OF OPTION. Each Option Agreement shall specifically state that
the Option constitutes an Incentive Stock Option or a Nonqualified
Stock Option.
(c) OPTION PRICE. Each Option Agreement shall state the Option Price,
which, in the case of an Incentive Stock Option, shall not be less
than one-hundred percent (100%) of the Fair Market Value of the shares
of Ordinary Shares covered by the Option on the date of grant. The
Option Price shall be subject to adjustment as provided in Section 10
hereof. The date on which the Committee adopts a resolution expressly
granting an Option shall be considered the day on which such Option is
granted.
(d) MEDIUM AND TIME OF PAYMENT. The Option Price shall be paid in full, at
the time of exercise and may be made in cash, by the delivery of
shares of Ordinary Shares with a fair market value equal to the Option
Price, provided that any such shares acquired by the Grantee pursuant
to the exercise of an Incentive Stock Option shall have been held by
the Grantee for a period of at least one year, or by a combination of
cash and such shares that have been held by the Grantee for a period
of at least one year whose fair market value together with such cash
shall equal the Option Price. The Committee may also permit Grantees,
either on a selective or aggregate basis, simultaneously to exercise
Options and sell the shares of Ordinary Shares thereby acquired
pursuant to a brokerage or a similar arrangement, approved in advance
by the Committee, and use the proceeds from such sale as payment of
the Purchase Price of such shares.
<PAGE>
(e) TERM AND EXERCISABILITY OF OPTIONS. Each Option Agreement shall be
exercisable at such times and under such conditions as the Committee,
in its discretion, shall determine; provided, however, such exercise
period shall not exceed ten (10) years from the date of grant of such
Option. The exercise period shall be subject to earlier termination as
provided in Sections 6(f) and 6(g) hereof. An Option may be exercised,
as to any or all full shares of Ordinary Shares as to which the Option
has become exercisable, by giving written notice of such exercise to
the Committee or its designated agent.
Options shall become exercisable in cumulative installments of 50% on
the second anniversary of the date on which such Option is granted,
and 25% per year on the third and fourth anniversary, or at such other
times and in such other installments (which may be cumulative) as the
Committee shall provide in the terms of the respective Option
Agreements; provided, however, that the Committee, in its absolute
discretion, may, on such terms and conditions as it may determine to
be appropriate, accelerate the time at which such Option or any
portion thereof may be exercised. The Option may contain performance
goals and measurements, and the provisions with respect to any Option
need not be the same as the provisions with respect to any other
Option.
(f) TERMINATION. Except as provided in this Section 6(f) and in Section
6(g) hereof, an Option may not be exercised unless the Grantee is then
in the service or employ of the Company or a Parent or Subsidiary (or
a company or a parent or subsidiary company of such company issuing or
assuming the Option in a transaction to which Section 424(a) of the
Code applies), and unless the Grantee has remained continuously so
employed or has continuously performed such services since the date of
grant of the Option. In the event that the employment of a Grantee
shall terminate or Grantee shall cease performance of services for the
Company, a Parent or a Subsidiary thereof (in either event, other than
by reason of death or disability), all Options of such Grantee that
are exercisable at the time of such termination or cessation may,
unless earlier terminated in accordance with their terms, be exercised
within ninety (90) days after the date of such termination or
cessation; provided, however, that if the Company shall terminate the
Grantee's employment for cause (as determined by the Committee), all
Options theretofore granted to such Grantee shall, to the extent not
theretofore exercised, terminate on the date of such termination or
cessation unless otherwise determined by the Committee. In the case of
a Grantee whose principal employer is a Subsidiary, the Grantee's
employment shall be deemed to be terminated for purposes of this
<PAGE>
Section 6(f) as of the date on which such principal employer ceases to
be a Subsidiary.
(g) DEATH OR DISABILITY OF GRANTEE. If a Grantee shall die while employed
by, or performing services for, the Company or a Parent or subsidiary
thereof, or within ninety (90) days after the date of cessation of
such Grantee's employment or performance of services other than as a
result of termination for cause (or within such longer period as the
Committee may have provided pursuant to Section 6(e) hereof), or if
the Grantee's employment shall terminate or performance of services
shall cease by reason of Disability, all Options theretofore granted
to such Grantee may, unless earlier terminated in accordance with
their terms, be exercised by the Grantee or by the Grantee's estate or
by a person who acquired the right to exercise such Options by bequest
or inheritance or otherwise by reason of the death or Disability of
the Grantee, at any time within twelve months after the date of death
or Disability of the Grantee. In the event that an Option granted
hereunder shall be exercised by the legal representatives of a
deceased or former Grantee, written notice of such exercise shall be
accompanied by a certified copy of letters testamentary or equivalent
proof of the right of such legal representative to exercise such
Option.
(h) LOANS. Subject to any law, the Company may make loans to Grantees as
the Committee, in its discretion, may determine in connection with the
exercise of outstanding options granted under the Plan. Such loans
shall (i) be evidenced by promissory notes entered into by the
Grantees in favor of the Company, (ii) be subject to the terms and
conditions set forth in this Section 6(h) and such other terms and
conditions, not inconsistent with the Plan, as the Committee shall
determine and (iii) bear interest, if any, at such rate as the
Committee shall determine. In no event may the principal amount of any
such loan exceed the exercise price less the par value of the shares
of Ordinary Shares covered by the option, or portion thereof,
exercised by the Grantee. The initial term of the loan, the schedule
of payments of principal and interest under the loan, the extent to
which the loan is to be with or without recourse against the Grantee
with respect to principal and/or interest and the conditions upon
which the loan will become payable in the event of the Grantee's
termination of employment or ceasing to perform services shall be
determined by the Committee; provided, however, that the term of the
loan, including extensions, shall not exceed 10 years. Unless the
Committee determines otherwise, when a loan shall have been made,
shares of Ordinary Shares having a Fair Market Value at least equal to
the principal amount of the loan shall be pledged by the Grantee to
<PAGE>
the Company as security for payment of the unpaid balance of the loan
and such pledge shall be evidenced by a pledge agreement, the terms of
which shall be determined by the Committee, in its discretion;
provided, however, that each loan shall comply with all applicable
laws, regulations and rules of the Board of Governors of the Federal
Reserve System and any other governmental agency having jurisdiction.
(i) OTHER PROVISIONS. The Option Agreements evidencing Options under the
Plan shall contain such other terms and conditions, not inconsistent
with the Plan, as the Committee may determine.
(j) EXERCISE OF OPTIONS. A Grantee who decides to exercise an Option in
whole or in part shall give notice to the Secretary of the Company of
such exercise in writing on a form approved by the Committee. Such
notice shall specify the manner in which the Grantee will make payment
of the Option Price.
7. Nonqualified Stock Options
7.1 Options intended to constitute Nonqualified Stock Options shall be
subject only to the general terms and conditions specified in Section
6 hereof.
7.2 Any 102 Securities which shall be granted to employees of the Company
(or if required by law) shall be issued to a trustee nominated by the
Board or the Committee (in accordance with the provisions of Section
102) (the "Trustee") and held for the benefit of the optionees for a
period of not less than two years (24 months) from the date of grant.
The Trustee may also hold in trust any shares issued upon exercise of
such 102 Stock Options pursuant to the provisions of Section 102.
8. Incentive Stock Options
Options intended to constitute Incentive Stock Options shall be subject to
the following special terms and conditions, in addition to the general
terms and conditions specified in Section 6 hereof.
(a) VALUE OF SHARES. The aggregate Fair Market Value (determined as of the
date the Incentive Stock Option is granted) of the shares of equity
securities of the Company with respect to which Incentive Stock
Options granted under this Plan and all other option plans of any
Parent or Subsidiary become exercisable for the first time by each
Grantee during any calendar year shall not exceed $100,000. To the
extent that the aggregate fair market value of shares with respect to
which Incentive Stock Options are exercisable for the first time by
any Grantee during any calendar year exceeds $100,000, such Option
<PAGE>
shall be treated as a Non-Qualified Stock Option. The foregoing shall
be applied by taking options into account in the order in which they
were granted, with the fair market value of any share to be determined
at the time of the grant of the Option. In the event the foregoing
results in a portion of an Incentive Stock Option exceeding the
$100,000 limitation, only such excess shall be treated as a
Non-Qualified Stock Option.
(b) TEN PERCENT STOCKHOLDER. In the case of an Incentive Stock Option
granted to a Ten Percent Stockholder, (i) the Option Price shall not
be less than one hundred and ten percent (110%) of the Fair Market
Value of the shares of Ordinary Shares on the date of grant of such
Incentive Stock Option and (ii) the exercise period shall not exceed
five (5) years from the date of grant of such Incentive Stock Option.
9. Restricted Stock
The Committee may award shares of Restricted Stock to any eligible
individual. Each award of Restricted Stock under the Plan shall be
evidenced by an instrument, in such form as the Committee shall from time
to time approve (the "Restricted Stock Agreement"), and shall comply with
the following terms and conditions (and with such other terms and
conditions not inconsistent with the terms of this Plan as the Committee,
in its discretion, shall establish including, without limitation, the
requirement that a Grantee provide consideration for Restricted Stock upon
the lapse of restrictions):
(a) The Committee shall determine the number of shares of Ordinary
Shares to be issued to the Grantee pursuant to the award.
(b)(i) Shares of Restricted Stock may not be sold, assigned,
transferred, pledged, hypothecated or otherwise disposed of,
except by will or the laws of descent and distribution, for such
period as the Committee shall determine from the date on which
the award is granted (the "Restricted Period"). The Committee may
also impose such other restrictions and conditions on the shares
as it deems appropriate including the satisfaction of performance
criteria. Certificates for shares of stock issued pursuant to
Restricted Stock awards shall bear an appropriate legend
referring to such restrictions, and any attempt to dispose of any
such shares of stock in contravention of such restrictions shall
be null and void and without effect. During the Restricted
Period, such certificates shall be held in escrow by an escrow
agent appointed by the Committee. In determining the Restricted
Period of an award, the Committee may provide that the foregoing
<PAGE>
restrictions shall lapse with respect to specified percentages of
the awarded shares on successive anniversaries of the date of
such award.
(ii) The Committee may adjust the performance goals to take into
account changes in law and accounting and tax rules and to make
such adjustments as the Committee deems necessary or appropriate
to reflect the inclusion or exclusion of the impact of
extraordinary or unusual items, events or circumstances, provided
that no adjustment shall be made which will result in an increase
in the compensation of any Grantee whose compensation is subject
to the limitation on deductibility under Section 162(m) of the
Internal Revenue Code, as amended, or a successor provision, for
the applicable year. The Committee also may adjust the
performance goals by reducing the amount to be received by any
Grantee pursuant to an award if and to the extent that the
Committee deems it appropriate.
(c) Subject to such exceptions as may be determined by the Committee,
if the Grantee's continuous employment with, or performance of,
service for, the Company or any Parent or Subsidiary shall cease
for any reason prior to the expiration of the Restricted Period
of an award, any shares remaining subject to restrictions (after
taking into account the provisions of Subsection (e) of this
Section 9) shall be converted into deferred stock.
(d) During the Restricted Period the Grantee shall possess all
incidents of ownership of such shares, subject to Subsection (b)
of this Section 9, including the right to receive dividends with
respect to such shares and to vote such shares.
(e) The Committee shall have the authority (and the Restricted Stock
Agreement may so provide) to cancel all or any portion of any
outstanding restrictions prior to the expiration of the
Restricted Period with respect to any or all of the shares of
Restricted Stock awarded on such terms and conditions as the
Committee shall deem appropriate.
(f) OTHER STOCK-BASED AWARDS. The Committee may grant other awards
under the Plan pursuant to which shares of Ordinary Shares (which
may, but need not, be shares of Restricted Stock pursuant to
Section 9 hereof) are or may in the future be acquired, or awards
denominated in stock units, including ones values using measures
other than market value. The Committee may also grant stock
appreciation rights without the grant of an accompanying option,
which rights shall permit the Grantees to receive, at the time of
any exercise of such rights, cash equal to the amount by which
the fair market value of all shares of Ordinary Shares in respect
<PAGE>
to which the right was granted exceeds the exercise price
thereof. Such other stock based awards may be granted alone, in
addition to, or in tandem with any award of any typed granted
under the plan and must be consistent with the purposes of the
Plan.
Limitations and Conditions.
(i) In the event that the Company makes an acquisition or is a party
to a merger or consolidation and the Company assumes the options
or other awards consistent with the purpose of this Plan of the
Company acquired, merged or consolidated which are administered
pursuant to this Plan, shares of Ordinary Shares subject to the
assumed options or other awards shall not count as part of the
total number of shares of Ordinary Shares that may be made
subject to awards under this Plan.
(ii) Any shares that have been made subject to an award that cease to
be subject to the award (other than by reason of exercise or
payment of the award to the extent it is settled in shares) shall
again be available for award and shall not be considered as
having been theretofore made subject to award.
(iii) Nothing contained herein shall affect the right of the Company to
terminate any Grantee's employment at any time or for any reason.
10. Effect of Certain Changes
(a) If there is any change in the shares of Ordinary Shares through
the declaration of stock dividends, recapitalization, stock
splits, or combinations or exchanges of such shares, or other
similar transactions, the number of shares, or other similar
transactions, the number of shares of Ordinary Shares available
for awards, the number of such shares covered by outstanding
awards, and the price per share of Options shall be
proportionately adjusted by the Committee to reflect such change
in the issued shares of Ordinary Shares; provided, however, that
any fractional shares resulting from such adjustment shall be
eliminated.
(b) In the event of the dissolution or liquidation of the Company or
in the event of any corporate separation or division, including,
but not limited to, split-up, split-off or spin-off or in the
event of other similar transactions, the Committee may provide
that:
(i) the Grantee of any award hereunder shall have the right to
exercise an Option (at its then Option price) or to receive
in respect of other types of awards the kind and amount of
<PAGE>
shares of stock and other securities, property, cash or any
combination thereof receivable upon such dissolution,
liquidation, or corporate separation or division by a
Grantee of the number of shares of Ordinary Shares subject
to such award for which such award might have been exercised
or realized immediately prior to such dissolution,
liquidation, or corporate separation or division; or
(ii) each award granted under the Plan shall terminate as of a
date to be fixed by the Committee and that not less than
thirty (30) days' written notice of the date so fixed shall
be given to each Grantee, who shall have the right, during
the period of thirty (30) days preceding such termination,
to exercise or otherwise realize with respect to such awards
all or any part of the shares of Ordinary Shares and other
securities, property, cash or any combination thereof,
covered thereby.
In the event of a proposed sale of all or substantially all of
the assets of the Company or the merger of the Company with or
into another corporation, any award then outstanding shall be
assumed or an equivalent award shall be substituted by such
successor corporation or a parent or subsidiary of such successor
corporation, unless such successor corporation does not agree to
assume the award or to substitute an equivalent award, in which
case the Committee shall, in lieu of such assumption or
substitution, provide for the realization of such outstanding
awards in the manner set forth in subsections 10(b)(i) or
10(b)(ii) above.
(c) In the event of a change in the Ordinary Shares of the Company as
presently constituted that is limited to a change of all of its
authorized shares of Ordinary Shares into the same number of
shares with a different par value or without par value, the
shares resulting from any such change shall be deemed to be the
Ordinary Shares within the meaning of the Plan.
(d) Except as herein before expressly provided in this Section 10,
the Grantee of an award hereunder shall have no rights by reason
of any subdivision or consolidation of shares of stock of any
class or the payment of any stock dividend or any other increase
or decrease in the number of shares of stock of any class or by
reason of any dissolution, liquidation, merger, or consolidation
or spin-off of assets or stock of another company; and any issue
by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall not affect,
<PAGE>
and no adjustment by reason thereof shall be made with respect
to, the number or price of shares of Ordinary Shares subject to
an award. The grant of an award pursuant to the Plan shall not
affect in any way the right or power of the Company to make
adjustments, reclassifications, reorganizations or changes of its
capital or business structures or to merge or to consolidate or
to dissolve, liquidate or sell, or transfer all or part of its
business or assets or engage in any similar transactions.
11. Surrender and Exchanges of Awards
The Committee may permit the voluntary surrender of all or a portion of any
Option granted under the Plan or any option granted under any other plan,
program or arrangement of the Company or any subsidiary ("Surrendered
Option"), to be conditioned upon the granting to the Grantee of a new
Option for the same number of shares of Ordinary Shares as the Surrendered
Option, or may require such voluntary surrender as a condition precedent to
a grant of a new Option to such Grantee. Subject to the provisions of the
Plan, such new Option may be an Incentive Stock Option or a Nonqualified
Stock Option and shall be exercisable at the price, during such period and
on such other terms and conditions as are specified by the Committee at the
time the new Option is granted. The Committee may also grant Restricted
Shares in exchange for Surrendered Options to any holder of such
Surrendered Option.
12. Period During which Options may be Granted
Awards may be granted pursuant to the Plan from time to time within a
period of ten (10) years from the date the Plan is adopted by the Board, or
the date the Plan is approved by the shareholders of the Company, whichever
is earlier.
13. Nontransferability of Awards
Awards granted under the Plan shall not be transferable otherwise than by
will or by the laws of descent and distribution, other than pursuant to a
valid qualified domestic relations order issued by a court pursuant to
Section 414(p) of the Code, and awards may be exercised or otherwise
realized, during the lifetime of the Grantee, only by the Grantee.
14. Approval of Shareholders
The Plan shall take effect upon its adoption by the Board but the Plan (and
any grants of awards made prior to the shareholder approval mentioned
herein) shall be subject to the approval of the holder(s) of a majority of
the issued and outstanding shares of voting securities of the Company
entitled to vote, which approval must occur within twelve months of the
date the Plan is adopted by the Board.
<PAGE>
15. Agreement by Grantee Regarding Withholding Taxes
If the Committee shall so require, as a condition of exercise of an Option
or other realization of an award, each Grantee shall agree that no later
than the date of exercise or other realization of an award granted
hereunder, the Grantee will pay to the Company or make arrangements
satisfactory to the Committee regarding payment of any federal, state or
local taxes of any kind required by law to be withheld upon the exercise of
an Option or other realization of an award. Alternatively, the Committee
may provide that a Grantee may elect, to the extent permitted or required
by law, to have the Company deduct federal, state and local taxes of any
kind required by law to be withheld upon the exercise of an Option or
realization of any award from any payment of any kind due to the Grantee.
16. Amendment and Termination of the Plan
The Board at any time and from time to time may suspend, terminate, modify
or amend the Plan; provided, however, that any amendment that would
increase the aggregate number of Ordinary Shares as to which awards may be
granted under the Plan or materially increase the benefits accruing to
Grantees under the Plan or change the class of employees eligible for
participation in the Plan or reduce the basis upon which the minimum Option
Price is determined or extend the period within which awards under the Plan
may be granted or provide for an Option that is exercisable more than 10
years after the date it is granted (except in the event of death) shall be
subject to the approval of the holders of a majority of the Ordinary Shares
issued and outstanding, except that any such increase or modification that
may result from adjustments authorized by Section 10 hereof shall not
require such approval. Except as provided in Section 10 hereof, no
suspension, termination, modification or amendment of the Plan may
adversely affect any award previously granted, unless the written consent
of the Grantee is obtained.
17. Rights as a Shareholder
Except as provided in Section 9(d) hereof, a Grantee or a transferee of an
award shall have no rights as a shareholder with respect to any shares
covered by the award until the date of the issuance of a stock certificate
to him or her for such shares. No adjustment shall be made for dividends
(ordinary or extraordinary, whether in cash, securities or other property)
or distribution of other rights for which the record date is prior to the
date such stock certificate is issued, except as provided in Section 10
hereof.
18. No Rights to Employment
Nothing in the Plan or in any award granted or Agreement entered into
pursuant hereto shall confer upon any Grantee the right to continue in the
<PAGE>
employ of the Company or any subsidiary or to be entitled to any
remuneration or benefits not set forth in the Plan or such Agreement or to
interfere with or limit in any way the right of the Company or any such
subsidiary to terminate such Grantee's employment or services. Awards
granted under the Plan shall not be affected by any change in duties or
position of a Grantee as long as such Grantee continues in the employ of
the Company or any subsidiary.
19. Beneficiary
A Grantee may file with the Committee a written designation of a
beneficiary on such form as may be prescribed by the Committee and may,
from time to time, amend or revoke such designation. If no designated
beneficiary survives the Grantee, the executor or administrator of the
Grantee's estate shall be deemed to be the Grantee's beneficiary.
20. Governing Law
The Plan and all determinations made and actions taken pursuant hereto
shall be governed by the laws of the State of New York.
21. Effective Date and Duration of the Plan
This Plan shall be effective on and as of 1/1/98, subject to the approval
of the Plan by the shareholders of the Company, and shall terminate on the
tenth anniversary of such date.
EXHIBIT 5
(Letterhead of Carey Langlois)
Amdocs Limited
Tower Hill House
The Bordage
St. Peter Port
Guernsey
2 December, 1999
Dear Sirs:
RE: REGISTRATION STATEMENT ON FORM S-8
We have acted as counsel to Amdocs Limited, a corporation organized under the
laws of Guernsey, Channel Islands ("the Company"), in connection with the
preparation of its Registration Statement on Form S-8 ("the Registration
Statement"), filed under the Securities Act of 1933, as amended, relating to the
registration of an aggregate 6,600,000 of its ordinary shares, (pound) 0.01 par
value ("the Shares"), issuable upon the exercise of stock options granted under
the 1998 Stock Option and Incentive Plan ("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 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 is validly existing 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.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Yours faithfully,
/s/ NIGEL CAREY
N.T. Carey
EXHIBIT 23.2
Consent of Ernst & Young LLP, Independent Auditors
We consent to the incorporation by reference in the Registration
Statement (Form S-8, No. 333- ) pertaining to the 1998 Stock Option and
Incentive Plan, as amended, of our report dated November 4, 1999, with respect
to the consolidated financial statements of Amdocs Limited included in its
Annual Report (Form 20-F) for the year ended September 30, 1999, filed with the
Securities and Exchange Commission on December 7, 1999.
/s/ Ernst & Young LLP
St. Louis, Missouri
December 14, 1999
<PAGE>
