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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 14, 2000.
REGISTRATION NO. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM F-3
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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<S> <C> <C>
ISLAND OF GUERNSEY 7371 NOT APPLICABLE
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
</TABLE>
TOWER HILL HOUSE LE BORDAGE
ST. PETER PORT, ISLAND OF GUERNSEY, GY1 3QT CHANNEL ISLANDS
011-44-1481-727272
(ADDRESS AND TELEPHONE NUMBER OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
AMDOCS, INC.
1390 TIMBERLAKE MANOR PARKWAY, CHESTERFIELD, MISSOURI 63017
ATTENTION: THOMAS G. O'BRIEN, TREASURER
314-212-8328
(NAME, ADDRESS, AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
THE COMMISSION IS REQUESTED TO SEND COPIES OF ALL COMMUNICATIONS TO:
ROBERT A. SCHWED, ESQ.
REBOUL, MACMURRAY, HEWITT, MAYNARD & KRISTOL
45 ROCKEFELLER PLAZA
NEW YORK, NEW YORK 10111
(212) 841-5700
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, please check the following box. [X] ________
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] ________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] ________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ] ________
CALCULATION OF REGISTRATION FEE
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AMOUNT PROPOSED PROPOSED
TITLE OF SECURITIES TO BE MAXIMUM OFFERING MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PRICE PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Ordinary Shares, L0.01 par value 2,703,294 $67.88 $183,499,597 $48,444
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, as amended, based
upon the average of the high and low prices of shares as reported on the New
York Stock Exchange on June 7, 2000
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD
NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION
STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN
OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE
ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO THE REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED JUNE 14, 2000
PROSPECTUS
2,703,294 Shares
AMDOCS LIMITED
Ordinary Shares
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This prospectus relates to the offer and sale of up to 2,703,294 ordinary
shares of Amdocs Limited by some of our current and future shareholders. These
ordinary shares have been issued or may be issued in the future upon exchange of
the Exchangeable Shares of Solect Technology Group Inc. by the holders of the
Exchangeable Shares, all of whom were formerly common shareholders of Solect.
Solect issued the Exchangeable Shares to its shareholders when we acquired the
outstanding common shares of Solect on April 5, 2000. We will not receive any
proceeds from the sale of these ordinary shares.
Our ordinary shares are listed on the New York Stock Exchange under the
symbol "DOX." The last reported sale price of the ordinary shares on the New
York Stock Exchange on June 13, 2000 was $74.00 per share.
See "Risk Factors" on page 8 to read about factors you should consider
before buying the ordinary shares.
------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY
BODY HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
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PROSPECTUS DATED , 2000.
<PAGE> 3
ENFORCEABILITY OF CIVIL LIABILITIES
We are incorporated under the laws of the Island of Guernsey. Several of
our directors and officers named in this prospectus are not residents of the
United States, and a significant portion of our assets and the assets of those
persons are located outside the United States. As a result, it may not be
possible for investors to effect service of process within the United States
upon those persons or to enforce against them in U.S. courts judgments
predicated upon the civil liability provisions of the laws of the United States,
including the federal securities laws. We have irrevocably appointed Amdocs,
Inc., one of our U.S. subsidiaries, as our agent to receive service of process
in any action against us in any Federal court or court of the State of New York
arising out of the offering and sale of securities in connection with this
prospectus.
We have been advised by Carey Langlois, our Guernsey counsel, that there is
doubt as to the enforceability against our directors and officers in Guernsey,
whether in original actions in a Guernsey court or in actions in a Guernsey
court for the enforcement of judgments of a U.S. court, of civil liabilities
predicated solely upon the laws of the United States, including the federal
securities laws. However, subject to certain time limitations, Guernsey courts
may base original actions in Guernsey on foreign final executory judgments,
including those of the United States, for liquidated amounts in civil matters,
obtained after completion of due process before a court of competent
jurisdiction (according to the rules of private international law currently
prevailing in Guernsey) which recognizes and enforces similar Guernsey
judgments, provided that:
- adequate service of process has been effected and the defendant has had a
reasonable opportunity to be heard;
- such judgments or the enforcement thereof are not contrary to the law,
public policy, security or sovereignty of Guernsey;
- such judgments were not obtained by fraudulent means and do not conflict
with any other valid judgment in the same matter between the same
parties; and
- an action between the same parties in the same matter is not pending in
any Guernsey court at the time the lawsuit is instituted in the foreign
court.
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WHERE YOU CAN FIND MORE INFORMATION
We file annual reports, quarterly reports and current reports and other
information with the Securities and Exchange Commission. You may read and copy
any of our SEC filings at the SEC's Public Reference Room at 450 Fifth Street,
N.W., Washington, D.C. 20549. You may call the SEC at 1-800-SEC-0330 for further
information about the Public Reference Room. Our SEC filings are also available
to the public on the SEC's website at http://www.sec.gov.
You may request copies of the filings, at no cost, by writing to or
telephoning us as follows:
Amdocs, Inc.
1390 Timberlake Manor Parkway
Chesterfield, Missouri 63017
Telephone: (314) 212-8328
This prospectus is part of a registration statement on Form F-3 that we
filed with the SEC under the Securities Act. This prospectus does not contain
all the information contained in the registration statement. For further
information about us and our ordinary shares, you should read the registration
statement and the exhibits filed with the registration statement.
INCORPORATION OF DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" the information we file
with the SEC. This permits us to disclose important information to you by
referring to these filed documents. Any information incorporated by reference is
considered part of this prospectus, and any information filed by us with the SEC
after the date of this prospectus will automatically update and supersede this
information. We incorporate by reference the following documents filed with the
SEC:
- Our annual report on Form 20-F for the year ended September 30, 1999,
filed on December 7, 1999.
- Our quarterly reports on Form 6-K for the quarterly periods ended
December 31, 1999 and March 31, 2000, filed on February 10, 2000 and May
11, 2000.
- Our current reports on Form 6-K dated December 13, 2000 (as amended by
Form 6-K/A filed on January 5, 2000), December 17, 2000, March 3, 2000,
and April 11, 2000 (as amended by Form 6-K/A filed on June 8, 2000).
We also incorporate by reference documents filed with or furnished to the
SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, as amended, subsequent to the date of this prospectus and prior to
the termination of the offering. These include:
- All subsequent annual reports filed on Form 20-F, Form 40-F or Form 10-K,
and all subsequent reports on Forms 10-Q and 8-K filed by us pursuant to
the Exchange Act.
- All subsequent reports on Form 6-K furnished by us pursuant to the
Exchange Act that contain financial statements, and all other subsequent
reports on Form 6-K unless we state in the report that it is not being
incorporated by reference into this prospectus.
We will provide without charge to each person to whom a prospectus is
delivered, on written or oral request, a copy of any or all of the documents
incorporated by reference other than exhibits to those documents. Requests
should be addressed to: Mr. Thomas G. O'Brien, Amdocs Inc., 1390 Timberlake
Manor Parkway, Chesterfield, Missouri 63017 (telephone: (314) 212-8328).
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FORWARD-LOOKING STATEMENTS
Some of the information in this prospectus contains forward-looking
statements that involve substantial risks and uncertainties. You can identify
these statements by forward-looking words such as "expect," "anticipate,"
"plan," "believe," "seek," "estimate" and similar words. Statements that we make
in this prospectus that are not statements of historical fact may also be
forward-looking statements. Forward-looking statements are not guarantees of our
future performance, and involve risks, uncertainties and assumptions that may
cause our actual results to differ materially from the expectations we describe
in our forward-looking statements. There may be events in the future that we are
not accurately able to predict, or over which we have no control. You should not
place undue reliance on forward-looking statements. We do not promise to notify
you if we learn that our assumptions or projections are wrong for any reason.
Before you invest in our ordinary shares, you should be aware that the factors
we discuss in "Risk Factors" and elsewhere in this prospectus could cause our
actual results to differ from any forward-looking statements.
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In this document, references to "Amdocs," "we," "our," "us" and the
"Company" refer to Amdocs Limited and its consolidated subsidiaries and their
respective predecessors. References to "dollars" or $ are to United States
dollars. Unless otherwise stated, all references in this prospectus to ordinary
shares are to both voting and nonvoting ordinary shares, all references to
percentage ownership of our ordinary shares assume the exchange of all
outstanding Exchangeable Shares for our ordinary shares and all references to
ordinary voting and nonvoting share ownership, as expressed in percentages, are
as of May 31, 2000.
AMDOCS
We are a leading provider of product-driven information system solutions to
the communications industry. Our Business Support Systems, or BSS, consist of
families of customized software products and services designed to meet the
mission-critical needs of specific communications market sectors. We provide
primarily Customer Care, Billing and Order Management Systems, or CC&B Systems,
for network operators and service providers. Our systems support a wide range of
communications services including local, long distance, international, mobile,
cable television, data, electronic commerce and internet services. We support
companies that offer multiple service packages, commonly referred to as
convergent services. In addition, we provide a full range of Directory Sales and
Publishing Systems, or Directory Systems, to publishers of both traditional
printed yellow page and white page directories and electronic internet
directories. Due to the complexity of the process and the expertise required for
system support, we also provide extensive customization, implementation, system
integration, ongoing support, system enhancement, maintenance and outsourcing
services.
Since the inception of our business in 1982, we have concentrated on
providing software products and services to major communications companies. By
focusing on this market, we believe that we have been able to develop the
innovative products and the industry expertise, project management skills and
technological competencies required for the advanced, large-scale,
specifications-intensive system projects typical of leading communications
providers. Our customer base includes major North American and foreign
communications companies, including major wireline companies (such as all the
Regional Bell Operating Companies, Sprint and Deutsche Telekom (Germany)),
wireless companies (such as Pacific Wireless, Vodafone Group (UK), Mannesmann
(Germany) and Telstra (Australia)) and internet companies (such as BT (UK),
E-Plus (Germany), GTE and PointOne).
Our BSS products and related services are designed to manage and improve
key aspects of the business operations of communications companies, such as
customer care, order management, call rating, invoice calculation, bill
formatting, collections, fraud management and directory publishing services. The
BSS products are tailored to address the unique needs of each communications
provider. Our products are designed to support a variety of service offerings,
including wireline, wireless, internet, data and convergent multi-service
environments.
As of June 6, 2000, we had approximately 7500 full-time equivalent
employees, of which approximately 6600 were software and information technology
specialists engaged in research, development, customization, maintenance and
support activities. Our Israeli subsidiary employs over 3600 software and
information technology specialists and operates our largest development
facility. In the United States, our main development center is located in St.
Louis, Missouri. The executive offices of our principal subsidiary in the United
States are located at 1390 Timberlake Manor Parkway, Chesterfield, Missouri
63017, and the telephone number at that location is (314) 212-8328.
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On April 5, 2000, we acquired Solect Technology Group Inc., or Solect, in a
stock-for-stock transaction. Solect is a leading provider of billing and
customer care software to internet service providers. In connection with the
consummation of the transaction, Solect issued 13.8 million Exchangeable Shares,
each exchangeable for one of our ordinary shares, and we granted options to
acquire 1.7 million of our ordinary shares. The total purchase price of
approximately $1.1 billion, based on a per share price of $69.875 for our
ordinary shares at the time of the transaction, included both the issuance of
and grant of options for ordinary shares, as well as transaction costs.
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RISK FACTORS
Investing in our ordinary shares involves significant risks. You should
carefully consider the following risks before deciding to invest in our ordinary
shares. In preparing this document, we have made certain assumptions and
projections. We generally use words like "expect," "believe" and "intend" to
indicate these assumptions and projections. Our assumptions and projections
could be wrong for many reasons, including the reasons discussed in this
section. We do not promise to notify you if we learn that our assumptions or
projections in this prospectus are wrong. See "Forward-Looking Statements" for
more information.
RISKS APPLICABLE TO OUR BUSINESS
FUNDAMENTAL CHANGES IN THE COMMUNICATIONS MARKET COULD REDUCE DEMAND FOR
OUR SYSTEMS
Future developments in the communications industry, such as continued
industry consolidation, the formation of alliances among network operators and
service providers and changes in the regulatory environment, could materially
affect our existing or potential customers. This could reduce the demand for our
products and services. As a result, we may be unable to effectively market and
sell our information systems to potential customers in the communications
industry.
We derive a significant portion of our revenue from products and services
provided to directory publishers. We believe that the demand for those products
and services will be affected by the extent of increased competition between
directory publishers and other media channels, as well as a broader introduction
of electronic directories. Our new products for these markets may not be
successful or we may be unable to maintain our current level of revenue from
directory systems.
IF WE CANNOT COMPETE SUCCESSFULLY WITH EXISTING OR NEW COMPETITORS OUR
BUSINESS COULD BE MATERIALLY ADVERSELY AFFECTED
We may be unable to compete successfully with existing or new competitors
and our failure to adapt to changing market conditions and to compete
successfully with established or new competitors could have a material adverse
effect on our results of operations and financial condition.
The market for communications information systems is highly competitive and
fragmented, and we expect competition to increase. We compete with independent
providers of information systems and services and with in-house software
departments of communications companies. Our competitors include firms that
provide comprehensive information systems, software vendors that sell products
for particular aspects of a total information system, software vendors that
specialize in systems for particular communications services such as internet
services, systems integrators, service bureaus and companies that offer software
systems in combination with the sale of network equipment. We anticipate
continued growth and competition in the communications industry and,
consequently, the emergence of new software providers in the industry that will
compete with us.
We also believe that our ability to compete depends in part on a number of
competitive factors, including:
- the development by others of software that is competitive with our
products and services,
- the price at which others offer competitive software and services,
- the responsiveness of our competitors to customer needs, and
- the ability of our competitors to hire, retain and motivate key
personnel.
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We compete with a number of companies that have longer operating histories,
larger customer bases, substantially greater financial, technical, sales,
marketing and other resources, and greater name recognition than do we. Current
and potential competitors have established, and may establish in the future,
cooperative relationships among themselves or with third parties to increase
their ability to address the needs of our prospective customers. Accordingly,
new competitors or alliances among competitors may emerge and rapidly acquire
significant market share. As a result, our competitors may be able to adapt more
quickly than us to new or emerging technologies and changes in customer
requirements, and may be able to devote greater resources to the promotion and
sale of their products.
WE MUST CONTINUALLY ENHANCE OUR PRODUCTS TO REMAIN COMPETITIVE
We believe that our future success will depend, to a significant extent,
upon our ability to enhance our existing products and to introduce new products
and features to meet the requirements of our customers in a rapidly developing
and evolving market. We are currently devoting significant resources to refining
and expanding our base software modules and to developing BSS products that
operate on state-of-the-art operating systems. Our present or future products
may not satisfy the evolving needs of the communications market. If we are
unable to anticipate or respond adequately to such demands, due to resource,
technological or other constraints, our business and results of operations could
be materially adversely affected.
On November 30, 1999, we completed our acquisition of International
Telecommunication Data Systems Inc., or ITDS, in a stock-for-stock transaction.
ITDS is a leading provider of billing and customer care service bureau solutions
to wireless telecommunications service providers. On April 5, 2000, we completed
our acquisition of Solect in a stock-for-stock transaction. Solect is a leading
provider of IP billing and customer care software to next generation service
providers. We also may acquire other companies where we believe we can acquire
new products or services or otherwise enhance our market position or strategic
strengths. There can be no assurance that suitable acquisition candidates can be
found, that acquisitions can be consummated on favorable terms or that the ITDS
or Solect acquisitions will enhance our products or strengthen our competitive
position.
OUR BUSINESS IS HIGHLY DEPENDENT ON A LIMITED NUMBER OF SIGNIFICANT
CUSTOMERS
Our business is highly dependent on a limited number of significant
customers. The loss of any significant customer or a significant decrease in
business from any of those customers could have a material adverse effect on our
results of operations and financial condition. Revenue derived from our five
largest customer groups, excluding SBC Communications Inc. and its operating
subsidiaries, accounted for approximately 38.9% of revenue in the six months
ended March 31, 2000 and 27.3%, 27.1% and 33.2% of revenue in fiscal 1999, 1998
and 1997, respectively. After giving effect to the acquisition of Mannesmann AG
by Vodafone Airtouch Public Limited Company in 2000, the combined company would
have been one of our largest groups of customers and would have accounted for
more than 10% of our revenue in the six months ended March 31, 2000 and in
fiscal 1999.
Although we have received a substantial portion of our revenue from repeat
business with established customers, most of our major customers do not have any
obligation to purchase additional products or services and generally have
already acquired fully paid licenses to their installed systems. Therefore, our
customers may not continue to purchase new systems, system enhancements and
services in amounts similar to previous years.
WE DEPEND ON SBC COMMUNICATIONS INC. FOR A SIGNIFICANT PORTION OF OUR
REVENUES
One of our largest groups of customers is SBC Communications Inc., or SBC,
and its operating subsidiaries. SBC International Inc., or SBCI, a wholly owned
subsidiary of SBC, is also one of our significant shareholders. As of May 31,
2000, it held approximately 20.3% of our outstanding ordinary shares. A
significant decrease in the sale of products and services to SBC
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or its subsidiaries may materially adversely affect our results of
operations and financial condition.
Substantially all of our work for SBC is conducted directly with SBC's
operating subsidiaries, such as Southwestern Bell Mobile Systems, Southwestern
Bell Yellow Pages, Southwestern Bell Communications Services (SBC's long
distance provider) and Southwestern Bell Telephone Company. These SBC
relationships accounted for in the aggregate 14.5% of our total revenue in the
six months ended March 31, 2000 and 15.9%, 20.8% and 34.5% of our total revenue
in fiscal 1999, 1998 and 1997, respectively. The absolute amount of revenue
attributable to SBC and such subsidiaries amounted to $73.6 million for the six
months ended March 31, 2000, $99.5 million, $84.4 million and $99.9 million in
fiscal 1999, 1998 and 1997, respectively.
OUR FUTURE SUCCESS DEPENDS ON OUR ABILITY TO DEVELOP LONG-TERM
RELATIONSHIPS WITH OUR CUSTOMERS
We believe that our future success depends to a significant extent on our
ability to develop long-term relationships with successful network operators and
service providers. Many new entrants into the communications market lack
significant financial and other resources. We may be unable to develop new
customer relationships and our new customers may be unsuccessful. Our failure to
maintain customer relationships or the failure of new customers to be successful
could have a material adverse effect on our business, results of operations and
financial condition.
THE SKILLED EMPLOYEES THAT WE NEED MAY BE DIFFICULT TO HIRE AND RETAIN
Our success depends in large part on our ability to attract, train,
motivate and retain highly skilled information technology professionals,
software programmers and communications engineers. These types of qualified
personnel are in great demand and are likely to remain a limited resource for
the foreseeable future. We currently employ approximately 6600 software and
information technology specialists, of which over 3600 are located in Israel. We
intensively recruit technical personnel for our principal development centers in
Israel, the United States, Cyprus, Ireland and Canada. Our ability to expand our
business is highly dependent upon our success in recruiting such personnel and
our ability to manage and coordinate our worldwide development efforts. We may
be unable to continue to attract and retain the skilled employees we require and
any inability to do so could adversely impact our ability to manage and complete
our existing projects and to compete for new customer contracts. In addition,
the resources required to attract and retain such personnel may adversely affect
our operating margins. The failure to attract and retain qualified personnel may
have a material adverse effect on our business, results of operations and
financial condition. Our success also depends, to a certain extent, upon the
continued active participation of a relatively small group of senior management
personnel who have been with us for many years. The loss of the services of all
or some of these employees could have a material adverse effect on our business.
OUR QUARTERLY OPERATING RESULTS MAY FLUCTUATE
We have experienced fluctuations in our quarterly operating results and
anticipate that such fluctuations may continue and could intensify. Our
quarterly operating results may fluctuate as a result of many factors,
including:
- the size and timing of significant customer projects and license fees,
- increased competition,
- cancellations of significant projects by customers,
- changes in operating expenses,
- changes in our strategy,
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- personnel changes,
- foreign currency exchange rates, and
- general economic and political factors.
Generally, our license fee revenue and our service fee revenue relating to
customization and implementation are recognized as work is performed, using
percentage of completion accounting. Given our reliance on a limited number of
significant customers, our quarterly results may be significantly affected by
the size and timing of customer projects and our progress in completing such
projects.
We believe that the placement of customer orders may be concentrated in
specific quarterly periods due to the time requirements and budgetary
constraints of our customers. Although we recognize revenue as projects
progress, progress may vary significantly from project to project, and we
believe that variations in quarterly revenue are sometimes attributable to the
timing of initial order placements. Due to the relatively fixed nature of
certain of our costs, a decline of revenue in any quarter would result in lower
profitability for that quarter.
OUR LENGTHY SALES CYCLE MAKES IT DIFFICULT TO ANTICIPATE THE TIMING OF
SALES
The sales cycle associated with the purchase of our information systems is
lengthy, with the time between the making of an initial proposal to a
prospective customer and the signing of a sales contract typically being between
three and twelve months. Information systems for communications companies are
relatively complex and their purchase generally involves a significant
commitment of capital, with attendant delays frequently associated with large
capital expenditures and implementation procedures within an organization.
Moreover, the purchase of such products typically requires coordination and
agreement across a potential customer's entire organization. Delays associated
with such timing factors may reduce our revenue in a particular period without a
corresponding reduction in our costs, which could have a material adverse effect
on our results of operations and financial condition.
OUR INTERNATIONAL PRESENCE CREATES SPECIAL RISKS
We are subject to certain risks inherent in doing business in international
markets, including:
- lack of acceptance of non-localized products,
- legal and cultural differences in the conduct of business,
- difficulties in staffing and managing foreign operations,
- longer payment cycles,
- difficulties in collecting accounts receivable and withholding taxes that
limit the repatriation of earnings,
- trade barriers,
- immigration regulations that limit our ability to deploy our employees,
- political instability, and
- variations in effective income tax rates among countries where we conduct
business.
One or more of these factors could have a material adverse effect on our
international operations.
We maintain development facilities in Israel, the United States, Cyprus,
Ireland and Canada, operate a support center in Brazil and have operations in
North America, Europe, Latin America and the Asia-Pacific region. Although a
majority of our revenue in fiscal 1999 was derived from customers in Europe, we
obtain significant revenue from customers in North America, the Asia-
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Pacific region and Latin America. Our strategy is to continue to broaden our
European and North American customer base and to expand into new international
markets, the most significant of which are located in Latin America and the
Asia-Pacific region.
FLUCTUATIONS IN FOREIGN CURRENCY EXCHANGE RATES COULD ADVERSELY AFFECT OUR
BUSINESS
A significant portion of our operating costs are incurred outside the
United States, and therefore fluctuations in exchange rates between the
currencies in which such costs are incurred and the dollar may have a material
adverse effect on our results of operations and financial condition. The cost of
our operations in Israel, as expressed in dollars, could be adversely affected
by the extent to which any increase in the rate of inflation in Israel is not
offset (or is offset on a lagging basis) by a devaluation of the Israeli
currency in relation to the dollar. As a result of this differential, from time
to time we experience increases in the costs of our operations in Israel, as
expressed in dollars, which could in the future have a material adverse effect
on our results of operations and financial condition.
Generally, the effects of fluctuations in foreign currency exchange rates
are mitigated by the fact that a significant portion of our revenue is in
dollars and we generally hedge our currency exposure on both a short-term and
long-term basis with respect to the balance of our revenue.
The imposition of exchange or price controls or other restrictions on the
conversion of foreign currencies could also have a material adverse effect on
our business, results of operations and financial condition.
WE MAY BE UNABLE TO PROTECT OUR PROPRIETARY TECHNOLOGY
Any misappropriation of our technology or the development of competitive
technology could seriously harm our business. We regard a substantial portion of
our software products and systems as proprietary and rely on a combination of
statutory and common law copyright, trademark and trade secret laws, customer
licensing agreements, employee and third party non-disclosure agreements and
other methods to protect our proprietary rights. We do not include in our
software any mechanisms to prevent or inhibit unauthorized use, but we generally
enter into confidentiality agreements with our employees, consultants, customers
and potential customers and limit access to and distribution of proprietary
information.
The steps we have taken to protect our proprietary rights may be
inadequate. If so, we might not be able to prevent others from using what we
regard as our technology to compete with us. Existing trade secret, copyright
and trademark laws offer only limited protection. In addition, the laws of some
foreign countries do not protect our proprietary technology to the same extent
as the laws of the United States. Other companies could independently develop
similar or superior technology without violating our proprietary rights.
If we have to resort to legal proceedings to enforce our intellectual
property rights, the proceedings could be burdensome and expensive and could
involve a high degree of risk.
CLAIMS BY OTHERS THAT WE INFRINGE THEIR PROPRIETARY TECHNOLOGY COULD HARM
OUR BUSINESS
Although we have not received any notices from third parties alleging
infringement claims, third parties could claim that our current or future
products or technology infringe their proprietary rights. We expect that
software developers will increasingly be subject to infringement claims as the
number of products and competitors providing software and services to the
telecommunications industry increase and overlaps occur. Any claim of
infringement by a third party could cause us to incur substantial costs
defending against the claim, even if the claim is invalid, and could distract
our management from our business. Furthermore, a party making such a claim could
secure a judgment that requires us to pay substantial damages. A judgment could
also include an injunction or other court order that could prevent us from
selling our products. Any of these events could seriously harm our business.
12
<PAGE> 13
If anyone asserts a claim against us relating to proprietary technology or
information, we might seek to license their intellectual property or to develop
non-infringing technology. We might not be able to obtain a license on
commercially reasonable terms or on any terms. Alternatively, our efforts to
develop non-infringing technology could be unsuccessful. Our failure to obtain
the necessary licenses or other rights or to develop non-infringing technology
could prevent us from selling our products and could therefore seriously harm
our business.
THE TERMINATION OR REDUCTION OF CERTAIN GOVERNMENT PROGRAMS AND TAX
BENEFITS COULD ADVERSELY AFFECT OUR OVERALL EFFECTIVE TAX RATE
We benefit from certain government programs and tax benefits, including
programs and benefits in Israel, Cyprus and Ireland. To be eligible for these
programs and tax benefits, we must meet certain conditions. If we fail to meet
these conditions we could be required to refund tax benefits already received.
Additionally, some of these programs and the related tax benefits are available
to us for a limited number of years, and these benefits expire from time to
time.
Any of the following could have a material affect on our overall effective
tax rate:
- some programs may be discontinued,
- we may be unable to meet the requirements for continuing to qualify for
some programs,
- these programs and tax benefits may be unavailable at their current
levels, or
- upon expiration of a particular benefit, we may not be eligible to
participate in a new program or qualify for a new tax benefit that would
offset the loss of the expiring tax benefit or we may be required to
refund previously accredited tax benefits if we are found to be in
violation of the stipulated conditions.
PRODUCT DEFECTS OR SOFTWARE ERRORS COULD ADVERSELY AFFECT OUR BUSINESS
Design defects or software errors may cause delays in product introductions
or damage customer satisfaction and may have a material adverse effect on our
business, results of operations and financial condition. Our software products
are highly complex and may, from time to time, contain design defects or
software errors that may be difficult to detect and correct.
Since our products are generally used by our customers to perform
mission-critical functions, design defects, software errors, misuse of our
products, incorrect data from external sources or other potential problems
within or out of our control may arise from the use of our products, and may
result in financial or other damages to our customers. Completion of the
development and implementation phases of a project requires between six and
twelve months of work. During this period, a customer's budgeting constraints
and internal reviews, over which we have little or no control, can impact
operating results. Our failure or inability to meet a customer's expectations in
providing products or performing services may result in the termination of our
relationship with that customer or could give rise to claims against us.
Although we have license agreements with our customers that contain provisions
designed to limit our exposure to potential claims and liabilities arising from
customer problems, these provisions may not effectively protect us against such
claims in all cases. Claims and liabilities arising from customer problems could
damage our reputation, adversely affecting our business, results of operations
and financial condition.
YEAR 2000 ISSUES
In late 1999, we completed our remediation and testing of systems to become
Year 2000 ready. As a result of our planning and implementation efforts, we
experienced no significant disruptions in mission-critical technology and
non-information technology systems and believe those systems successfully
responded to the Year 2000 date change. We are not aware of any material
problems resulting from Year 2000 issues, either with our products and internal
systems or the products and services of third parties. We will continue to
monitor our mission-critical
13
<PAGE> 14
computer and software applications and those of our suppliers and vendors
throughout the year 2000 to ensure that any latent Year 2000 matters that may
arise are addressed promptly.
OUR DEVELOPMENT FACILITIES IN ISRAEL AND CYPRUS MAY BE ADVERSELY AFFECTED
BY POLITICAL AND ECONOMIC CONDITIONS IN THOSE COUNTRIES
Our largest development center is located in the State of Israel. Although
a substantial majority of our sales are made to customers outside Israel and we
maintain significant service teams on site with our customers, we are
nonetheless directly influenced by the political, economic and military
conditions affecting Israel. Any major hostilities involving Israel or the
interruption or curtailment of trade between Israel and its current trading
partners could have a material adverse effect on our business. We have developed
contingency plans to move some development operations to various sites both
within and outside of Israel in the event political or military conditions
disrupt our normal operations.
Israel has entered into peace agreements with both Egypt and Jordan and is
in the process of conducting peace negotiations with the Palestinian Community.
Moreover, several other countries have announced their intentions to establish
trade and other relations with Israel. Israel, however, has not entered into any
peace arrangement with Syria or Lebanon. In addition, in recent months there has
been a deterioration in Israel's relationship with the Palestinian Community.
Consequently, we cannot predict how the peace process will develop or what
effect it may have on us or our business.
In addition, our development facility in Cyprus may be adversely affected
by political conditions in that country. As a result of intercommunal strife
between the Greek and Turkish communities, Turkish troops invaded Cyprus in 1974
and continue to occupy approximately 40% of the island. Efforts to resolve the
problem have not yet resulted in an agreeable solution. During the last year,
tensions between the parties involved increased significantly over certain
military defense issues. Recently, however, the parties have agreed to enter
into negotiations to be facilitated by the United Nations and the United States.
Any major hostilities between Cyprus and Turkey or any failure of the parties to
reach a peaceful resolution may have a material adverse effect on our
development facility in Cyprus.
RISKS APPLICABLE TO OUR CAPITAL STRUCTURE
THE MARKET PRICE OF OUR ORDINARY SHARES HAS AND MAY CONTINUE TO FLUCTUATE
WIDELY
The market price of our ordinary shares has fluctuated widely and may
continue to do so. For example, since our initial public offering in June 1998
through June 9, 2000 the closing price of our ordinary shares ranged from a high
of $96.00 per share to a low of $8.38 per share. Many factors could cause the
market price of our ordinary shares to rise and fall. Some of these factors are:
- variations in our quarterly operating results;
- announcements of technological innovations by us or our competitors;
- introduction of new products or new pricing policies by us or our
competitors;
- trends in the telecommunications industry;
- acquisitions or strategic alliances by us or others in our industry;
- changes in estimates of our performance or recommendations by financial
analysts; and
- market conditions in the industry and the economy as a whole.
14
<PAGE> 15
In addition, the stock market experiences significant price and volume
fluctuations. These fluctuations particularly affect the market prices of the
securities of many high technology companies. These broad market fluctuations
could adversely affect the market price of our ordinary shares. When the market
price of a stock has been volatile, holders of that stock have often instituted
securities class action litigation against the company that issued the stock. If
any of our shareholders brought a securities class action lawsuit against us, we
could incur substantial costs defending the lawsuit. The lawsuit could also
divert the time and attention of our management. Any of these events could
seriously harm our business.
FUTURE SALES BY EXISTING SHAREHOLDERS COULD DEPRESS THE MARKET PRICE OF OUR
ORDINARY SHARES
Sales of substantial amounts of ordinary shares in the public market, or
the perception that such sales could occur, could adversely affect prevailing
market prices for the ordinary shares. We currently have 220,961,375 ordinary
shares issued and outstanding (after giving effect to the exchange of all of the
Exchangeable Shares for ordinary shares), a substantial portion of which are
either freely tradeable on the NYSE or currently eligible for sale pursuant to
Rule 144, under the Securities Act of 1933, or the Securities Act (subject to
compliance with the volume and manner of sale limitation of Rule 144), or
pursuant to another exemption from the registration requirements of the
Securities Act.
Our principal shareholders and the holders of the Exchangeable Shares have
the right, in certain circumstances, to require us to register their shares
under the Securities Act for resale to the public. In addition, we have
registered under the Securities Act a total of 16,062,121 ordinary shares
reserved for issuance upon the exercise of options that have been or may be
granted under our stock option plans and stock option plans assumed by us in
connection with our acquisition of ITDS and Solect. The right to exercise
options outstanding under these plans is subject to certain vesting
requirements.
WE DO NOT ANTICIPATE PAYING DIVIDENDS ON OUR ORDINARY SHARES IN THE
FORESEEABLE FUTURE
We do not anticipate paying dividends on our ordinary shares in the
foreseeable future. In addition, the terms of bank debt incurred by our
subsidiaries effectively prevent us from paying cash dividends.
THE RIGHTS OF SHAREHOLDERS OF GUERNSEY CORPORATIONS DIFFER IN SOME RESPECTS
FROM THOSE OF SHAREHOLDERS OF UNITED STATES CORPORATIONS
We are incorporated under the laws of Guernsey. The rights of holders of
ordinary shares are governed by Guernsey law, including the Companies Act of
Guernsey, and by our Articles of Association. These rights differ in some
respects from the rights of shareholders in corporations incorporated in the
United States.
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the ordinary
shares by the selling shareholders.
15
<PAGE> 16
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
The unaudited pro forma condensed combined financial statements of Amdocs,
ITDS and Solect presented below are derived from the historical consolidated
financial statements of each of Amdocs, ITDS and Solect. On November 30, 1999
Amdocs acquired ITDS and on April 5, 2000 Amdocs acquired Solect. The unaudited
pro forma condensed combined financial statements were prepared using the
purchase method of accounting, as if the transactions had been completed as of
October 1, 1998 for statement of operations purposes. Because the acquisition of
Solect was completed after March 31, 2000, the pro forma balance sheet as of
March 31, 2000 reflects the Solect acquisition as if it had been completed on
that date.
The unaudited pro forma condensed combined financial statements are based
upon the historical financial statements of Amdocs, ITDS and Solect adjusted to
give effect to the business combination. The pro forma assumptions and
adjustments for each transaction are described in the accompanying notes
presented on the following pages. The assumptions and related pro forma
adjustments have been developed from:
- the audited consolidated financial statements of Amdocs as of and for the
fiscal year ended September 30, 1999 and from the unaudited financial
statements of Amdocs as of and for the six month period ended March 31,
2000;
- the audited consolidated financial statements of ITDS as of and for the
fiscal year ended December 31, 1998, from the unaudited financial
statements of ITDS as of and for the nine month period ended September
30, 1999 and from the unaudited financial statements of ITDS as of and
for the two month period ended November 30, 1999; and
- the audited consolidated financial statements of Solect as of and for the
fiscal year ended July 31, 1999 (together with the unaudited
reconciliation to U.S. GAAP), and from the unaudited financial statements
of Solect as of and for the six month period ended January 31, 2000.
In connection with the acquisition of ITDS, we have converted approximately
17.3 million common shares of ITDS and approximately 3.0 million options to
purchase common shares of ITDS into the right to receive approximately 6.5
million ordinary shares and approximately 1.1 million options to purchase
ordinary shares of Amdocs. The estimated total purchase price for ITDS, based on
an Amdocs share price of $28.25, including estimated transaction costs, equals
approximately $189 million. We accounted for the acquisition of ITDS under the
purchase method of accounting. The estimated total purchase price was allocated
to ITDS' tangible assets and liabilities based on their respective estimated
fair values on the date the transaction was consummated, November 30, 1999. We
allocated the excess of the purchase price over the fair value of the net
tangible assets acquired to identifiable intangible assets, including core
technology, workforce-in-place, customer base, and in process research and
development costs, and the remainder to goodwill. In addition, deferred taxes
were recognized for the differences between the book and tax basis of certain
intangible assets.
In connection with the acquisition of Solect, we have converted
approximately 24.2 million common shares of Solect and approximately 2.9 million
options to purchase common shares of Solect into the right to receive
approximately 13.8 million ordinary shares and approximately 1.7 million options
to purchase ordinary shares of Amdocs. The estimated total purchase price for
Solect, based on an Amdocs share price of $69.875 including estimated
transaction costs, equals approximately $1.1 billion. We accounted for the
acquisition under the purchase method of accounting. The estimated total
purchase price was allocated to Solect's tangible assets and liabilities based
on their respective estimated fair values on the date the transaction was
consummated, April 5, 2000. We allocated the excess of the purchase price over
the fair value of the net tangible assets acquired to identifiable intangible
assets, including core technology, workforce-in-place, customer base, and in
process research and development costs, and the
16
<PAGE> 17
remainder to goodwill. In addition, deferred taxes were recognized for the
differences between the book and tax basis of certain intangible assets.
We believe that the fair value of the tangible net assets of Solect is not
materially different from their historical book value. The allocation of the
excess purchase price over net tangible assets has been determined based on a
preliminary independent evaluation available at the date of the preparation of
the unaudited pro forma condensed combined financial statements. A final
determination of purchase accounting adjustments will be made following the
completion of the independent evaluation to determine the fair value of certain
of Solect's assets and liabilities, including intangible assets and its impact
on deferred taxes.
The unaudited pro forma condensed combined financial statements are
provided for illustrative purposes only and do not purport to represent what the
actual consolidated results of operations or the consolidated financial position
Amdocs would have been had the acquisitions occurred on the dates assumed, nor
is it necessarily indicative of future consolidated results of operations or
financial position.
The unaudited pro forma condensed combined financial statements do not
include the realization of cost savings from operating efficiencies, synergies
or other restructurings resulting from the acquisitions.
The following unaudited pro forma condensed combined financial statements
and notes thereto contain forward-looking statements that involve risks and
uncertainties.
17
<PAGE> 18
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF MARCH 31, 2000
<TABLE>
<CAPTION>
AMDOCS SOLECT PRO FORMA PRO FORMA
HISTORICAL HISTORICAL ADJUSTMENTS COMBINED
---------- ---------- ----------- ---------
(IN THOUSANDS)
(IN U.S. DOLLARS, UNLESS OTHERWISE STATED)
<S> <C> <C> <C> <C>
ASSETS
Current assets
Cash, cash equivalents and short term
interest bearing investments.......... $242,551 $ 36,788 $ (2,054)(B6)
13,319(B7) $ 290,604
Accounts receivable..................... 226,539 7,554 -- 234,093
Deferred income taxes................... 28,570 -- -- 28,570
Prepaid expenses and other current
assets................................ 30,351 1,216 -- 31,567
-------- -------- ---------- ----------
Total current assets.................... 528,011 45,558 11,265 584,834
Fixed assets, net....................... 99,204 2,871 -- 102,075
Goodwill and other intangible assets,
net................................... 110,858 -- 976,518(B1)
18,272(B1)
3,286(B1)
1,211(B1) 1,110,145
Deferred income taxes................... 12,360 -- (9,108)(B11) 3,252
Other assets............................ 32,411 2,133 (2,133)(B6) 32,411
-------- -------- ---------- ----------
Total assets............................ $782,844 $ 50,562 $ 999,311 $1,832,717
======== ======== ========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
(DEFICIT)
Current liabilities:
Accounts payable and accruals........... $136,009 $ 7,651 $ 10,000(B2) $ 153,660
Short-term financing arrangements....... 23,154 64 -- 23,218
Deferred revenue........................ 114,682 4,058 -- 118,740
Deferred income taxes and income taxes
payable............................... 53,184 84 -- 53,268
Other current liabilities............... -- 611 -- 611
-------- -------- ---------- ----------
Total current liabilities............... 327,029 12,468 10,000 349,497
Noncurrent liabilities.................. 63,852 53,989 (53,741)(B6) 64,100
Shareholders' equity (deficit).......... 391,963 (15,895) 15,895(B3)
1,077,711(B2)
(B4)
(B6)
(B7)
(50,554)(B5) 1,419,120
-------- -------- ---------- ----------
Total liabilities and stockholders'
equity (deficit)...................... $782,844 $ 50,562 $ 999,311 $1,832,717
======== ======== ========== ==========
</TABLE>
See notes to Unaudited Pro Forma Condensed Combined Financial Statements
for discussion of adjustments.
18
<PAGE> 19
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS
FOR THE TWELVE MONTHS ENDED SEPTEMBER 30, 1999
<TABLE>
<CAPTION>
ITDS PRE-SOLECT SOLECT
AMDOCS ITDS PRO FORMA PRO FORMA SOLECT PRO FORMA PRO FORMA
HISTORICAL HISTORICAL ADJUSTMENTS COMBINED HISTORICAL ADJUSTMENTS COMBINED
---------- ---------- ----------- ---------- ---------- ----------- ---------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(IN U.S. DOLLARS, UNLESS OTHERWISE STATED)
<S> <C> <C> <C> <C> <C> <C> <C>
Revenue................... $626,855 $139,151 $ -- $766,006 $ 9,647 $ -- $775,653
Cost of revenue........... 363,324 62,594 (3,681)(A2) 6,262 9,136(B9)
1,081(A3) 423,318 1,095(B10) 439,811
Research and
development............. 40,874 17,015 -- 57,889 4,891 -- 62,780
Selling, general and
administrative.......... 75,659 33,470 1,420(A1) 8,278 195,304(B8)
129(A3) 404(B10)
(1,163)(A5) 109,515 313,501
-------- -------- ------- -------- -------- --------- --------
479,857 113,079 (2,214) 590,722 19,431 205,939 816,092
-------- -------- ------- -------- -------- --------- --------
Operating income (loss)... 146,998 26,072 2,214 175,284 (9,784) (205,939) (40,439)
Other income (expenses),
net..................... (6,223) 1,679 -- (4,544) (750) 942(B6) (4,352)
-------- -------- ------- -------- -------- --------- --------
Income (loss) before
income taxes............ 140,775 27,751 2,214 170,740 (10,534) (204,997) (44,791)
Income taxes.............. 42,232 10,950 505(A4) 53,687 51 (3,036)(B11) 50,702
-------- -------- ------- -------- -------- --------- --------
Net income (loss)......... $ 98,543 $ 16,801 $ 1,709 $117,053 $(10,585) $(201,961) $(95,493)
======== ======== ======= ======== ======== ========= ========
Basic earnings (loss) per
share................... $ 0.50 $ (0.44)
======== ========
Diluted earnings (loss)
per share............... $ 0.49 $ (0.44)
======== ========
Basic weighted average
number of shares
outstanding............. 197,436 217,733
======== ========
Diluted weighted average
number of shares
outstanding............. 200,262 217,733(C)
======== ========
</TABLE>
See notes to Unaudited Pro Forma Condensed Combined Financial Statements
for discussion of adjustments.
19
<PAGE> 20
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED MARCH 31, 2000
<TABLE>
<CAPTION>
ITDS PRE-SOLECT SOLECT
AMDOCS ITDS PRO FORMA PRO FORMA SOLECT PRO FORMA PRO FORMA
HISTORICAL HISTORICAL ADJUSTMENTS COMBINED HISTORICAL ADJUSTMENTS COMBINED
---------- ---------- ----------- ---------- ---------- ----------- ---------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(IN U.S. DOLLARS, UNLESS OTHERWISE STATED)
<S> <C> <C> <C> <C> <C> <C> <C>
Revenue....................... $506,251 $23,289 $ -- $529,540 $11,174 $ -- $540,714
Cost of revenue............... 298,554 11,841 (709)(A2) 6,607 4,568(B9)
180(A3) 309,866 548(B10) 321,589
Research and development...... 32,683 5,384 -- 38,067 3,416 41,483
Selling, general and
administrative.............. 62,163 11,311 212(A1) 6,308 97,652(B8)
22(A3) 202(B10)
(5,825)(A5) 67,883 172,045
In process research and
development expenses........ 19,876 -- (19,876)(A6) -- -- -- --
-------- ------- -------- -------- ------- --------- --------
413,276 28,536 (25,996) 415,816 16,331 102,970 535,117
-------- ------- -------- -------- ------- --------- --------
Operating income (loss)....... 92,975 (5,247) 25,996 113,724 (5,157) (102,970) 5,597
Other income (expenses), net.. 2,663 386 -- 3,049 (797) 704(B6) 2,956
-------- ------- -------- -------- ------- --------- --------
Income (loss) before income
taxes....................... 95,638 (4,861) 25,996 116,773 (5,954) (102,266) 8,553
Income taxes.................. 35,494 1,156 110(A4) 36,760 37 (1,518)(B11) 35,279
-------- ------- -------- -------- ------- --------- --------
Net income (loss)............. $ 60,144 $(6,017) $ 25,886 $ 80,013 $(5,991) $(100,748) $(26,726)
======== ======= ======== ======== ======= ========= ========
Basic earnings (loss) per
share....................... $ 0.30 $ (0.12)
======== ========
Diluted earnings (loss) per
share....................... $ 0.29 $ (0.12)
======== ========
Basic weighted average number
of shares outstanding....... 203,465 219,461
======== ========
Diluted weighted average
number of shares
outstanding................. 207,904 219,461(C)
======== ========
</TABLE>
See notes to Unaudited Pro Forma Condensed Combined Financial Statements
for discussion of adjustments.
20
<PAGE> 21
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
(IN THOUSANDS)
(IN U.S. DOLLARS, UNLESS OTHERWISE STATED)
(A) ITDS TRANSACTION:
Amdocs acquired ITDS on November 30, 1999. Accordingly, ITDS' operations
are included in the historical results of Amdocs from that date. The amounts
presented under the columns headed Six Months Ended March 31, 2000 represent the
historical results of ITDS for the two months ended November 30, 1999.
(1) Reflects the elimination of ITDS' historical goodwill amortization and
the amortization of goodwill resulting from the acquisition of ITDS:
<TABLE>
<CAPTION>
TWELVE MONTHS SIX MONTHS
ENDED SEPTEMBER 30, ENDED MARCH 31,
1999 2000
------------------- ---------------
<S> <C> <C>
Amortization expense relating to
goodwill of $70,797 over 15 years..... $ 4,720 $ 787
Less historical amortization expense.... (3,300) (575)
------- -----
Additional goodwill amortization, net... $ 1,420 $ 212
======= =====
</TABLE>
(2) Reflects the elimination of ITDS' historical amortization of
intellectual property and core technology and the amortization of the core
technology resulting from the valuation at the time of the acquisition:
<TABLE>
<CAPTION>
TWELVE MONTHS SIX MONTHS
ENDED SEPTEMBER 30, ENDED MARCH 31,
1999 2000
------------------- ---------------
<S> <C> <C>
Amortization expense relating to current
technology of $12,342 over 5 years.... $ 2,468 $ 411
Less historical amortization expense.... (6,149) (1,120)
------- -------
Reduction of amortization expense
related to core technology, net....... $(3,681) $ (709)
======= =======
</TABLE>
(3) Reflects the amortization of the workforce-in-place and customer list,
as follows:
<TABLE>
<CAPTION>
TWELVE MONTHS SIX MONTHS
ENDED SEPTEMBER 30, ENDED MARCH 31,
1999 2000
------------------- ---------------
<S> <C> <C>
Amortization expense relating to
workforce-in-place of $5,407 over 5
years................................. $1,081 $180
Amortization expense relating to
customer base of $647 over 5 years.... 129 22
</TABLE>
(4) Tax effect resulting from the differences between the values assigned
to core technology, workforce-in-place and customer list and the respective tax
basis of such assets.
(5) Reflects elimination of ITDS transaction costs.
(6) Reflects elimination of in process research and development expenses
included in Amdocs' historical financial statements as a result of the ITDS
acquisition.
21
<PAGE> 22
NOTES TO UNAUDITED PRO FORMA CONDENSED
COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS)
(IN U.S. DOLLARS, UNLESS OTHERWISE STATED)
(B) SOLECT TRANSACTION:
The Solect historical financial position is as of January 31, 2000. The
Solect historical results of operations reflect 6 and 12 month periods ended
July 31, 1999 and January 31, 2000. Based on discussion with Solect management,
there were no substantial changes in Solect's financial position or results of
operations during the two month period ended March 31, 2000.
(1) Reflects the allocation of purchase price as follows:
<TABLE>
<S> <C>
13,846 ordinary shares valued at $69.875 per share.......... $ 967,510
Value of stock options to be granted to Solect employees in
exchange for Solect vested stock options.................. 44,727
Value of stock options to be granted to Solect employees in
exchange for Solect unvested stock options................ 65,474
Estimated transaction costs................................. 10,000
----------
$1,087,711
==========
</TABLE>
ALLOCATION OF PURCHASE PRICE:
<TABLE>
<S> <C>
Tangible assets acquired.................................... $ 59,694
Liabilities assumed......................................... 12,716
----------
Net tangible assets......................................... 46,978
----------
In process research and development(*)...................... 50,554
Core technology............................................. 18,272
Workforce-in-place.......................................... 3,286
Customer base............................................... 1,211
Deferred taxes resulting from differences between the
assigned value of certain assets and their tax basis...... (9,108)
----------
Net identifiable intangible assets.......................... 64,215
----------
Goodwill.................................................... 976,518
----------
$1,087,711
==========
</TABLE>
---------------
(*) The amount allocated to in process research and development of $50,554 will
be charged to expense immediately upon the completion of the transaction.
(2) Reflects estimated transaction costs. In addition, subsequent to
January 31, 2000 Solect incurred approximately $12,000 of transaction costs,
which were expensed when incurred. Such costs will result in an increase to the
estimated goodwill stated above.
(3) Reflects the elimination of Solect's historical accumulated
shareholders' deficit.
(4) Reflects the issuance of Amdocs ordinary shares and the recording of
the value of stock options to be granted to Solect's employees in exchange for
Solect's stock options.
(5) Reflects the write-off of in process research and development.
(6) Reflects the conversion of Solect's debentures to common stock prior to
the closing and payment of accrued interest payable. Additionally, the pro forma
reflects the decrease in interest expenses related to the debentures.
22
<PAGE> 23
NOTES TO UNAUDITED PRO FORMA CONDENSED
COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS)
(IN U.S. DOLLARS, UNLESS OTHERWISE STATED)
(7) Reflects the conversion of Solect warrants to common stock prior to the
closing. The total proceeds were adjusted to cash and cash equivalents.
(8) Reflects the amortization of goodwill resulting from the acquisition:
<TABLE>
<CAPTION>
TWELVE MONTHS SIX MONTHS
ENDED SEPTEMBER 30, ENDED MARCH 31,
1999 2000
------------------- ---------------
<S> <C> <C>
Amortization expense relating to
goodwill of $976,518 over 5 years..... $195,304 $97,652
</TABLE>
(9) Reflects amortization of the core technology resulting from the
valuation at the time of the acquisition:
<TABLE>
<CAPTION>
TWELVE MONTHS SIX MONTHS
ENDED SEPTEMBER 30, ENDED MARCH 31,
1999 2000
------------------- ---------------
<S> <C> <C>
Amortization expense relating to core
technology of $18,272 over 2 years.... $9,136 $4,568
</TABLE>
(10) Reflects the amortization of the workforce-in-place and customers
base, as follows:
<TABLE>
<CAPTION>
TWELVE MONTHS SIX MONTHS
ENDED SEPTEMBER 30, ENDED MARCH 31,
1999 2000
------------------- ---------------
<S> <C> <C>
Amortization expense relating to
workforce-in-place of $3,286 over 3
years................................. $1,095 $548
Amortization expense relating to
customer base of $1,211 over 3
years................................. 404 202
</TABLE>
(11) Tax effect resulting from the differences between the values assigned
to core technology, workforce-in-place and customer base and their respective
tax basis.
(C) The amount of shares used in the diluted loss per share calculation does not
include any stock options due to their anti-dilutive effect.
23
<PAGE> 24
SELLING SHAREHOLDERS
On April 5, 2000, we acquired Solect in a stock-for-stock transaction. In
connection with the business combination between us and Solect under a
Combination Agreement dated February 28, 2000, the former common shareholders of
Solect received 13,846,295 exchangeable shares of Solect, which are exchangeable
or have been exchanged for 13,846,295 of our ordinary shares (these shares being
referred to in this prospectus as the "Exchangeable Shares"). Before any sale of
shares by this prospectus, those former common shareholders of Solect who are
selling shareholders will exchange Exchangeable Shares into the ordinary shares
that will be sold pursuant to this prospectus. Under the terms of a registration
rights agreement dated April 5, 2000 entered into in connection with the
business combination between us, Solect and some of Solect's former common
shareholders, we agreed to file three registration statements under the
Securities Act of 1933, each to register the sale of a third of the original
registrable securities held by or issuable to the former Solect common
shareholders who are parties to the registration rights agreement or
subsequently agreed to be bound by it. This prospectus is part of the first of
such registration statements. The second and third registration statements are
expected to be effective within six and 12 months of the closing of the Solect
acquisition. The registration rights agreement requires us to use our
commercially reasonable efforts to keep such registration statements effective
until the earlier of (1) April 5, 2002, (2) the date on which all of the shares
covered by such registration statements have been sold, and (3) the date on
which all of the shares covered by such registration statements can be sold
without registration without regard to Rule 144's volume restrictions.
The following table sets forth certain information concerning the selling
shareholders:
<TABLE>
<CAPTION>
SHARES BENEFICIALLY MAXIMUM SHARES BENEFICIALLY
OWNED NUMBER OF OWNED AFTER THE
PRIOR TO THE OFFERING SHARES OFFERING(1)
---------------------- BEING --------------------
NUMBER PERCENT OFFERED NUMBER PERCENT
---------- -------- --------- --------- -------
<S> <C> <C> <C> <C> <C>
Coastdock & Co................... 523,548 * 174,516 349,032 *
TCV Solect (A) SRL............... 507,793 * 169,265 338,528 *
TCV Solect (B) SRL............... 520,754 * 173,585 347,169 *
TCV Solect (C) SRL............... 639,332 * 213,111 426,221 *
Science Applications
International Corporation...... 4,611,164 2.09% 1,537,055 3,074,109 1.39%
BCS Investment SRL............... 622,619 * 207,540 415,079 *
WPG Networking-Software SRL...... 620,876 * 206,959 413,917 *
Morgan Stanley Dean Witter Equity
Funding, Inc................... 49,809 * 16,603 33,206 *
G&H Partners..................... 4,981 * 1,661 3,320 *
Tom Campbell..................... 4,961 * 1,654 3,307 *
Stephen Carson................... 2,291 * 764 1,527 *
Raj Mehra........................ 1,743 * 581 1,162 *
</TABLE>
---------------
* Less than 1%.
(1) The selling shareholders may sell from time to time all or a portion of the
shares being offered. The amounts shown assume the sale of all the shares
being offered by each selling shareholder.
24
<PAGE> 25
PLAN OF DISTRIBUTION
Our ordinary shares being offered by this prospectus are being registered
to allow public secondary trading by the holders of such ordinary shares from
time to time after the date of this prospectus. We will not receive any of the
proceeds from the offering of these ordinary shares by the selling shareholders.
We have been advised by the selling shareholders that the shares offered by
this prospectus may be sold from time to time by or for the account of the
selling shareholders pursuant to this prospectus or pursuant to Rule 144 under
the Securities Act of 1933. Sales of shares pursuant to this prospectus may be
made in the over-the-counter market, on the New York Stock Exchange or otherwise
at prices and on terms then prevailing or at prices related to the then current
market price (in each case as determined by the selling shareholders). Sales may
be made directly or through agents designated from time to time, or through
dealers or underwriters to be designated or in negotiated transactions.
The shares may be sold in one or more of the following ways:
- a block trade in which the seller's broker or dealer will attempt to sell
the shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction;
- purchases by a broker or dealer as principal and resale by the broker or
dealer for their account pursuant to this prospectus;
- an exchange distribution in accordance with the rules of the New York
Stock Exchange;
- ordinary brokerage transactions and transactions in which the broker
solicits purchasers;
- privately negotiated transactions;
- through put or call option transactions;
- through short sales; or
- an underwritten public offering.
The selling shareholders may sell shares directly to other purchasers,
through agents or through broker-dealers. Any selling agents or broker-dealers
may receive compensation in the form of underwriting discounts, concessions or
commissions from the selling shareholders, from purchasers of shares for whom
they act as agents, or from both sources. That compensation may be in excess of
customary commissions.
The selling shareholders and any broker-dealers that participate in the
distribution of the shares may be deemed to be "underwriters" within the meaning
of the Securities Act of 1933 in connection with the sales. Any commissions, and
any profit on the resale of shares, received by the selling shareholders and any
such broker-dealers may be deemed to be underwriting discounts and commissions.
We have been advised by each of the selling shareholders that they have not, as
of the date of this prospectus, entered into any arrangement with any agent,
broker or dealer for the sale of the shares.
We may suspend the use of this prospectus and any supplements hereto in
certain circumstances due to pending corporate developments, public filings with
the SEC or similar events.
We will pay all costs and expenses incurred by us in connection with the
registration of the sale of shares pursuant to this prospectus. We will not be
responsible for any commissions, underwriting discounts or similar charges on
sales of the shares.
25
<PAGE> 26
LEGAL MATTERS
The validity of the ordinary shares offered hereby will be passed upon for
us by Carey Langlois, Guernsey. Certain legal matters in connection with the
offering will be passed upon for us by Reboul, MacMurray, Hewitt, Maynard &
Kristol.
EXPERTS
The Consolidated Financial Statements of Amdocs incorporated in this
prospectus by reference from our Annual Report on Form 20-F for the year ended
September 30, 1999, have been audited by Ernst & Young LLP, independent
auditors, as indicated in their report which is incorporated herein by reference
and have been so incorporated in reliance upon the authority of said firm as
experts in giving said reports.
The Financial Statements and Schedules of ITDS incorporated in this
prospectus by reference from our Registration Statement on Form F-3 (No.
333-86609) and the related prospectus have been audited by Ernst & Young LLP,
independent auditors, as indicated in their report which is incorporated herein
by reference and have been so incorporated in reliance upon the authority of
said firm as experts in giving said reports.
The Consolidated Financial Statements of Solect incorporated in this
prospectus by reference from our Report of Foreign Private Issuer on Form 6-K/A
filed on June 8, 2000 have been audited by Ernst & Young LLP, independent
auditors, as indicated in their report which is incorporated herein by reference
and have been so incorporated in reliance upon the authority of said firm as
experts in giving said reports.
26
<PAGE> 27
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the various expenses to be paid by Amdocs in
connection with the issuance and distribution of the securities being
registered. All amounts shown are estimates except for amounts of filing and
listing fees.
<TABLE>
<CAPTION>
<S> <C>
Securities and Exchange Commission registration fee......... $ 48,444
Legal fees and expenses..................................... $ 75,000
Registrar and Transfer Agent fees and expenses.............. $ 3,500
Accounting fees and expenses................................ $ 30,000
Printing, EDGAR formatting and mailing expenses............. $ 7,500
Miscellaneous............................................... $ 5,556
--------
Total............................................. $170,000
========
</TABLE>
ITEM 15. 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 our Articles of Association, we are 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 Amdocs, provided
that we have no such obligation to indemnify any such persons for any claims
they incur or sustain by or through their own willful act or default.
We have entered into an indemnity agreement with our directors and some of
our officers, under which we have 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 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
2.1 Agreement and Plan of Merger dated as of September 3, 1999
among Amdocs Limited, Ivan Acquisition Corp. and
International Telecommunication Data Systems, Inc. (Exhibit
2.1 to Amdocs' Current Report on Form 6-K dated September
10, 1999)
2.2 Combination Agreement dated as of February 28, 2000 among
Amdocs Limited, Solect Technology Group Inc., Amdocs
(Denmark) ApS. and Amdocs Holdings ULC (Exhibit 2.1 to
Amdocs' Current Report on Form 6-K dated March 3, 2000)
2.3 Principal Securityholders Voting Agreement dated as of
February 28, 2000 among Amdocs Limited, Solect Technology
Group Inc., Amdocs (Denmark) ApS. and Amdocs Holdings ULC
(Exhibit 2.2 to Amdocs' Current Report on Form 6-K dated
March 3, 2000)
</TABLE>
II-1
<PAGE> 28
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
4.1 Specimen certificate for the ordinary shares of the
Registrant (Exhibit 4.1 to Amdocs' Registration Statement on
Form F-1 dated June 19, 1998; Registration Number 333-8826)
4.2 Stock Option and Incentive Plan, as amended, of Amdocs
(Exhibit 4.2 to Amdocs' Registration Statement on Form F-1
dated June 19, 1998; Registration No. 333-8826)
4.3 Note Purchase Agreement, dated as of September 22, 1997,
among European Software Marketing Ltd., WCAS Capital
Partners III, L.P., as Agent, and the several Purchasers
named in Schedule 1 thereto (Exhibit 4.3 to Amdocs'
Registration Statement on Form F-1 dated June 19, 1998;
Registration No. 333-8826)
4.4 Amended and Restated Credit Agreement, dated as of June 29,
1998, among European Software Marketing Limited, the other
subsidiaries of Amdocs named therein, the Initial Lenders,
Initial Issuing Bank and Swing Line Bank named therein, and
NationsBank, N.A., as Administrative Agent and the Bank of
Nova Scotia, as Syndication Agent (Exhibit 4.4 to Amdocs'
Registration Statement on Form F-1 dated June 7, 1999;
Registration No. 333-75151)
*4.5 Amendment No. 1, dated December 16, 1999, to the Amended and
Restated Credit Agreement among European Software Marketing
Ltd., the other subsidiaries of Amdocs named therein, the
Lenders, Initial Issuing Bank and Swing Line Bank named
therein, and Bank of America, N.A., as Administrative Agent
and the Bank of Nova Scotia, as Syndication Agent.
*4.6 Letter Amendment and Waiver No. 2, dated February 29, 2000,
to the Amended and Restated Credit Agreement among European
Software Marketing Ltd., the other subsidiaries of Amdocs
named therein, the Lenders, Initial Issuing Bank and Swing
Line Bank named therein, and Bank of America, N.A., as
Administrative Agent and the Bank of Nova Scotia, as
Syndication Agent.
4.7 Share Subscription Agreement, dated as of September 22,
1997, among the several Investors named therein and Amdocs
(Exhibit 4.5 to Amdocs' Registration Statement on Form F-1
dated June 19, 1998; Registration No. 333-8826)
4.8 Conditional Investment Agreement, dated as of September 22,
1997, among the several investors named therein and Amdocs
(Exhibit 4.6 to Amdocs' Registration Statement on Form F-1
dated June 19, 1998; Registration No. 333-8826)
4.9 Letter Agreement, dated September 22, 1997, as amended as of
May 20, 1998, between Amdocs and Welsh, Carson, Anderson and
Stowe, on behalf of the Investors named therein (Exhibit 4.7
to Amdocs' Registration Statement on Form F-1 dated June 19,
1998; Registration No. 333-8826)
4.10 Letter of Understanding, dated September 22, 1997, between
Amdocs and Welsh, Carson, Anderson and Stowe, on behalf of
the Investors named therein (Exhibit 4.8 to Amdocs'
Registration Statement on Form F-1 dated June 19, 1998;
Registration No. 333-8826)
4.11 Shareholders Agreement, Summary of Terms, dated September
22, 1997 (Exhibit 4.9 to Amdocs' Registration Statement on
Form F-1 dated June 19, 1998; Registration No. 333-8826)
4.12 Certain proxies executed by investment partnerships
affiliated with Welsh, Carson, Anderson and Stowe and
certain other entities in favor of Conbond Holding Company
Ltd. (Exhibit 4.10 to Amdocs' Registration Statement on Form
F-1 dated June 19, 1998; Registration No. 333-8826)
</TABLE>
II-2
<PAGE> 29
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
*5.1 Opinion of Carey Langlois
*23.1 Consent of Ernst & Young LLP, independent auditors.
*23.2 Consent of Ernst & Young LLP, independent auditors.
*23.3 Consent of Ernst & Young LLP, independent auditors.
*23.4 Consent of Carey Langlois (included in Exhibit 5.1).
*24.1 Powers of Attorney (contained on the signature pages
hereof).
</TABLE>
---------------
* Filed herewith.
ITEM 17. UNDERTAKINGS
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 15, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the 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 of whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement; and
(iii) 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;
provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
II-3
<PAGE> 30
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment that contains a form of
prospectus shall be deemed to be 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.
(3) To remove from registration by means of a post-effective amendment the
securities being registered which remain unsold at the termination of the
offering.
(4) To file a post-effective amendment to the registration statement to
include any financial statements required by Rule 3-19 of Regulation S-K, or to
incorporate such financial statements in the registration statement by reference
to a report filed or made pursuant to the Securities Exchange Act of 1934.
(5) For purposes of determining any liability under the Securities Act,
each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Act of 1934) 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
at that time shall be deemed to be the initial bona fide offering thereof.
II-4
<PAGE> 31
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this amendment to the 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 14 day of June, 2000.
AMDOCS LIMITED
By: /s/ BRUCE K. ANDERSON
------------------------------------
Bruce K. Anderson
Chief Executive Officer
and Chairman of the Board
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
below hereby constitutes and appoints Bruce K. Anderson and Robert A. Minicucci,
and each of them, as his true and lawful attorney-in-fact and agent with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and all documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing which said
attorney-in-fact may deem necessary or advisable to be done in connection with
this Registration Statement, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or any substitute or substitutes for said
attorney-in-fact and agent, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ BRUCE K. ANDERSON Chairman of the Board and Chief June 14, 2000
--------------------------------------------------- Executive Officer (Principal
Bruce K. Anderson Executive Officer)
/s/ ROBERT A. MINICUCCI Director and Chief Financial June 14, 2000
--------------------------------------------------- Officer (Principal Financial and
Robert A. Minicucci Accounting Officer)
Director of Amdocs Limited and
--------------------------------------------------- Chief Executive Officer of
Avinoam Naor Amdocs Management Limited
/s/ ADRIAN GARDNER Director June 14, 2000
---------------------------------------------------
Adrian Gardner
/s/ STEPHEN HERMER Director June 14, 2000
---------------------------------------------------
Stephen Hermer
</TABLE>
II-5
<PAGE> 32
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ JAMES KAHAN Director June 14, 2000
---------------------------------------------------
James Kahan
Director
---------------------------------------------------
Paz Littman
/s/ JOHN T. MCLENNAN Director June 14, 2000
---------------------------------------------------
John T. McLennan
/s/ LAWRENCE PERLMAN Director June 14, 2000
---------------------------------------------------
Lawrence Perlman
/s/ MICHAEL J. PRICE Director June 14, 2000
---------------------------------------------------
Michael J. Price
/s/ URS SUTER Director June 14, 2000
---------------------------------------------------
Urs Suter
/s/ THOMAS G. O'BRIEN Amdocs Limited's Authorized June 14, 2000
--------------------------------------------------- Representative in the United
Thomas G. O'Brien States
</TABLE>
II-6
<PAGE> 33
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
2.1 Agreement and Plan of Merger dated as of September 3, 1999
among Amdocs Limited, Ivan Acquisition Corp. and
International Telecommunication Data Systems, Inc. (Exhibit
2.1 to Amdocs' Current Report on Form 6-K dated September
10, 1999)
2.2 Combination Agreement dated as of February 28, 2000 among
Amdocs Limited, Solect Technology Group Inc., Amdocs
(Denmark) ApS. and Amdocs Holdings ULC (Exhibit 2.1 to
Amdocs' Current Report on Form 6-K dated March 3, 2000)
2.3 Principal Securityholders Voting Agreement dated as of
February 28, 2000 among Amdocs Limited, Solect Technology
Group Inc., Amdocs (Denmark) ApS. and Amdocs Holdings ULC
(Exhibit 2.2 to Amdocs' Current Report on Form 6-K dated
March 3, 2000)
4.1 Specimen certificate for the ordinary shares of the
Registrant (Exhibit 4.1 to Amdocs' Registration Statement on
Form F-1 dated June 19, 1998; Registration Number 333-8826)
4.2 Stock Option and Incentive Plan, as amended, of Amdocs
(Exhibit 4.2 to Amdocs' Registration Statement on Form F-1
dated June 19, 1998; Registration No. 333-8826)
4.3 Note Purchase Agreement, dated as of September 22, 1997,
among European Software Marketing Ltd., WCAS Capital
Partners III, L.P., as Agent, and the several Purchasers
named in Schedule 1 thereto (Exhibit 4.3 to Amdocs'
Registration Statement on Form F-1 dated June 19, 1998;
Registration No. 333-8826)
4.4 Amended and Restated Credit Agreement, dated as of June 29,
1998, among European Software Marketing Limited, the other
subsidiaries of Amdocs named therein, the Initial Lenders,
Initial Issuing Bank and Swing Line Bank named therein, and
NationsBank, N.A., as Administrative Agent and the Bank of
Nova Scotia, as Syndication Agent (Exhibit 4.4 to Amdocs'
Registration Statement on Form F-1 dated June 7, 1999;
Registration No. 333-75151)
*4.5 Amendment No. 1, dated December 16, 1999, to the Credit
Agreement among European Software Marketing Ltd., the other
subsidiaries of Amdocs named therein, the Lenders, Initial
Issuing Bank and Swing Line Bank named therein, and Bank of
America, N.A., as Administrative Agent and the Bank of Nova
Scotia, as Syndication Agent.
*4.6 Letter Amendment and Waiver No. 2, dated February 29, 2000,
to the Credit Agreement among European Software Marketing
Ltd., the other subsidiaries of Amdocs named therein, the
Lenders, Initial Issuing Bank and Swing Line Bank named
therein, and Bank of America, N.A., as Administrative Agent
and the Bank of Nova Scotia, as Syndication Agent.
4.7 Share Subscription Agreement, dated as of September 22,
1997, among the several Investors named therein and Amdocs
(Exhibit 4.5 to Amdocs' Registration Statement on Form F-1
dated June 19, 1998; Registration No. 333-8826)
4.8 Conditional Investment Agreement, dated as of September 22,
1997, among the several investors named therein and Amdocs
(Exhibit 4.6 to Amdocs' Registration Statement on Form F-1
dated June 19, 1998; Registration No. 333-8826)
4.9 Letter Agreement, dated September 22, 1997, as amended as of
May 20, 1998, between Amdocs and Welsh, Carson, Anderson and
Stowe, on behalf of the Investors named therein (Exhibit 4.7
to Amdocs' Registration Statement on Form F-1 dated June 19,
1998; Registration No. 333-8826)
</TABLE>
<PAGE> 34
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
4.10 Letter of Understanding, dated September 22, 1997, between
Amdocs and Welsh, Carson, Anderson and Stowe, on behalf of
the Investors named therein (Exhibit 4.8 to Amdocs'
Registration Statement on Form F-1 dated June 19, 1998;
Registration No. 333-8826)
4.11 Shareholders Agreement, Summary of Terms, dated September
22, 1997 (Exhibit 4.9 to Amdocs' Registration Statement on
Form F-1 dated June 19, 1998; Registration No. 333-8826)
4.12 Certain proxies executed by investment partnerships
affiliated with Welsh, Carson, Anderson and Stowe and
certain other entities in favor of Conbond Holding Company
Ltd. (Exhibit 4.10 to Amdocs' Registration Statement on Form
F-1 dated June 19, 1998; Registration No. 333-8826)
*5.1 Opinion of Carey Langlois
*23.1 Consent of Ernst & Young LLP, independent auditors.
*23.2 Consent of Ernst & Young LLP, independent auditors.
*23.3 Consent of Ernst & Young LLP, independent auditors.
*23.4 Consent of Carey Langlois (included in Exhibit 5.1).
*24.1 Powers of Attorney (contained on the signature pages
hereof).
</TABLE>
---------------
* Filed herewith.
