SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Month of April, 2000
AMDOCS LIMITED
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
<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On April 5, 2000, pursuant to a Combination Agreement, dated
as of February 28, 2000 (the "Combination Agreement"), by and among Amdocs
Limited, a Guernsey corporation ("Amdocs"), Amdocs (Denmark) ApS., a Danish
corporation., Amdocs Holdings ULC, a Nova Scotia unlimited liability company and
Solect Technology Group Inc., a New Brunswick corporation ("Solect"), Amdocs
acquired Solect.
The acquisition was completed by means of a business
combination in which each outstanding share of Solect was converted into the
right to receive .57281 (the "Exchange Ratio") shares of Solect exchangeable
shares ("Exchangeable Shares") exchangeable at any time for Amdocs ordinary
shares ("Ordinary Shares") and each outstanding option to purchase Solect common
shares was converted into an option ("Options") to purchase Ordinary Shares,
with appropriate adjustments to the number of shares and exercise price based on
the Exchange Ratio. An aggregate of 15.5 million Ordinary Shares are issuable
upon the exchange of Exchangeable Shares and Options. Certain shareholders
representing over 80% of Solect's outstanding share capital have agreed not to
sell portions of their shares in Amdocs for periods ranging from three months to
one year following the closing of the acquisition.
Attached as Exhibit 99.1 and incorporated herein by reference
in its entirety is a copy of the press release dated April 6, 2000.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
The financial statements of Solect and the unaudited pro forma
condensed consolidated financial information are not included in this report.
Such financial information will be filed by amendment not later than June 5,
2000.
<PAGE>
EXHIBITS
EXHIBIT
NO. DESCRIPTION
99.1 Amdocs Press Release dated April 6, 2000
<PAGE>
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
Date: April 11, 2000 /s/ Thomas G. O'Brien
-----------------------------
Thomas G. O'Brien
Treasurer and Secretary
Authorized U.S. Representative
<PAGE>
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
99.1 Amdocs Press Release dated April 6, 2000
<PAGE>
Exhibit 99.1
Amdocs Limited Completes Acquisition of Solect
Combination Creates Unmatched Business Systems Solution for Communications and
Internet Services
ST. LOUIS, Miss.--(BUSINESS WIRE)--April 6, 2000--Amdocs Limited (NYSE:DOX -
news), the leader in customer care, billing and order management solutions for
the communications industry, today announced the completion of its previously
announced acquisition of Solect Technology Group Inc., a leading provider of IP
customer care and billing software.
Avi Naor, CEO of Amdocs Management Limited, commented, "This merger establishes
the industry's most complete business systems solution for communications and
Internet service providers. Amdocs' expanded solution covers all wireline,
wireless, IP and convergence services, provides full scalability, and includes
comprehensive project delivery and service capabilities. The uniqueness of this
offering is generating tremendous interest in the market, and has already
resulted in important new customer wins."
Naor added, "The integration of Amdocs and Solect is progressing smoothly.
Solect's employees have outstanding knowledge of IP systems, and this is already
having a significant impact as we plan together to meet our future business
goals. Teams from both companies are working very closely and positively
together. There is an excellent fit in corporate cultures, which we see
reflected in the enthusiasm of Solect employees as they respond to the new
professional challenges and opportunities for growth that are continually
emerging when working for a highly successful market leader like Amdocs."
As a result of the merger, which was approved by Solect's shareholders at a
special meeting, Solect has become a subsidiary of Amdocs. The holders of
Solect's common shares have received a new class of exchangeable shares of
Solect that are exchangeable at any time, share for share, for ordinary common
shares of Amdocs. Certain shareholders representing over 80% of Solect's
outstanding share capital have agreed not to sell portions of their shares in
Amdocs for periods ranging three months to one year after closing.
Solect's IAF Horizon is the world's leading carrier-grade billing, customer care
and service management software for next generation service providers including
wireless and ASPs. Solect has over 60 installations globally for ISP, ASP and
broadband players.
About Amdocs
Amdocs is a leading provider of customer care, billing and order management
solutions for communications and Internet services. Amdocs has an unparalleled
success record in project delivery of its mission-critical products. Human
resources of more than 5,600 information systems professionals are exclusively
dedicated to the communications industry. Amdocs has an installed base of more
than 300 successful projects in more than 75 major communications companies
throughout the world. For more information visit our Web site at www.amdocs.com.
This news release may contain certain forward-looking statements relating to the
future performance of Amdocs Ltd. and ITDS. The forward-looking information is
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Act of 1934, and subject to certain risks and uncertainties,
and actual results may differ materially. These risks and uncertainties are
described in greater detail in Amdocs' filings with the Securities and Exchange
Commission.
Contact:
Amdocs Limited
Thomas G. O'Brien, 314/212-8328
[email protected]
or
Porter Novelli
Dan Ginsburg, 212/601-8020
212/601-8101 (fax)
[email protected]
