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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of December, 2000.
AMDOCS LIMITED
Suite 5, Tower Hill House Le Bordage
St. Peter Port, Island Of Guernsey, GY1 3QT Channel Islands
AMDOCS, INC.
1390 Timberlake Manor Parkway, Chesterfield, Missouri, 63017
(Address of principal executive offices)
(Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F.)
FORM 20-F [X] FORM 40-F [ ]
(Indicate by check mark whether the registrant by furnishing the information
contained in this form is also thereby furnishing the information to the
Commission pursuant to rule 12g3-2 (b) under the Securities Exchange Act of
1934.)
Yes [ ] No [X]
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AMDOCS LIMITED
[AMDOCS LIMITED LOGO]
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
January 24, 2001
To the Shareholders:
The annual General Meeting of shareholders of Amdocs Limited ("Amdocs" or
the "Company") will be held at 10:00 A.M., local time, on Wednesday, January 24,
2001, at the Drake Swissotel New York, 440 Park Avenue, New York, New York
10022, for the following purposes:
1. To authorize an increase to the size of our board of directors from
eleven (11) to thirteen (13) members, in compliance with our Articles
of Association.
2. To elect at this time ten (10) directors for a one-year term until the
next annual general meeting of shareholders or until their respective
successors are elected and qualified or their positions are vacated by
resignation or otherwise.
3. To approve our Consolidated Financial Statements for the fiscal year
ended September 30, 2000.
4. To approve Ernst & Young LLP as our independent auditors for the fiscal
year ending September 30, 2001, and until the next annual general
meeting, and to authorize the board of directors to fix the
remuneration of such auditors in accordance with the extent and nature
of their services.
5. To approve an amendment to our 1998 Stock Option and Incentive Plan, as
amended (the "1998 Plan"), to increase the number of our ordinary
shares available for grants of options and/or awards under the 1998
Plan.
6. To transact such other business as may properly come before the General
Meeting.
Our board of directors has fixed the close of business on December 1, 2000
as the record date for the determination of our shareholders entitled to notice
of, and to vote on the matters proposed at, the General Meeting and any
adjournments thereof.
YOUR VOTE IS IMPORTANT
ALL HOLDERS OF AMDOCS' VOTING ORDINARY SHARES (WHETHER THEY EXPECT TO
ATTEND THE GENERAL MEETING OR NOT) ARE REQUESTED TO COMPLETE, SIGN, DATE AND
RETURN PROMPTLY THE PROXY CARD ENCLOSED WITH THIS NOTICE. IF YOU EXECUTE A
PROXY, YOU STILL MAY ATTEND THE GENERAL MEETING AND VOTE IN PERSON.
By Order of the Board of Directors
/S/ Thomas G. O'Brien
Thomas G. O'Brien
Secretary
December 26, 2000
------------------------
A proxy card and the Annual Report for
the fiscal year ended September 30, 2000 are enclosed.
<PAGE> 3
AMDOCS LIMITED
PROXY STATEMENT
ANNUAL GENERAL MEETING OF SHAREHOLDERS
JANUARY 24, 2001
References in this Proxy Statement to "Amdocs", "we", "our", "us" and the
"Company" refer to Amdocs Limited and its consolidated subsidiaries and their
respective predecessors. References to "shareholders of Amdocs" refer to all
holders of voting shares of Amdocs and all holders of exchangeable shares of
Solect Technology Group Inc.
This Proxy Statement and the accompanying proxy are being furnished to
shareholders of Amdocs Limited, a corporation organized under the laws of the
Island of Guernsey, in connection with the solicitation by its board of
directors of proxies from holders of its outstanding voting ordinary shares, par
value L0.01 per share ("Ordinary Shares"), and the holders of Solect Technology
Group Inc. shares that are exchangeable into Ordinary Shares (together with the
Ordinary Shares, "Voting Shares") for use at the annual general meeting of
shareholders to be held at 10:00 A.M., local time, on Wednesday, January 24,
2001, at the Drake Swissotel New York, 440 Park Avenue, New York, New York
10022, or at any adjournments thereof (the "General Meeting"). This Proxy
Statement and the accompanying proxy, together with a copy of our Annual Report
to shareholders, are first being mailed or delivered to our shareholders on or
about December 26, 2000.
At the General Meeting, our shareholders as of the close of business on
December 1, 2000 (the "Record Date") will be asked to take the following
actions: (i) authorize an increase to the size of our board of directors from
eleven (11) to thirteen (13) members, in compliance with our Articles of
Association (Proposal I); (ii) elect at this time ten (10) directors for a term
of one year until the next annual general meeting of shareholders and until
their respective successors are elected and qualified or their positions are
vacated by resignation or otherwise (Proposal II); (iii) approve our
Consolidated Financial Statements for the fiscal year ended September 30, 2000
(Proposal III); (iv) approve Ernst & Young LLP as our independent auditors for
the fiscal year ending September 30, 2001, and until the next annual general
meeting, and authorize the board of directors to fix the remuneration of such
auditors in accordance with the extent and nature of their services (Proposal
IV); and (v) approve an amendment to our 1998 Stock Option and Incentive Plan,
as amended (the "1998 Plan"), to increase the number of Ordinary Shares
available for grants of options and/or awards under the 1998 Plan (Proposal V).
The enclosed proxy confers discretionary authority with respect to any
amendments or modifications of proposals that properly may be brought before the
General Meeting. As of the date hereof, we are not aware of any such amendments
or modifications or other matters to be presented for action at the General
Meeting. However, if any other matters properly come before the General Meeting,
the proxies solicited hereby will be exercised on such matters in accordance
with the reasonable judgment of the proxyholders.
As of the Record Date, Amdocs had outstanding 198,370,603 Voting Shares and
22,864,373 non-voting ordinary shares, par value L0.01 per share ("non-voting
Ordinary Shares"). Each Voting Share is entitled to one vote on all matters
presented at the General Meeting. Only holders of record of Voting Shares at the
close of business on the Record Date are entitled to notice of and to vote at
the General Meeting. Votes cast in person or by proxy at the General Meeting
will be tabulated by the inspector of elections appointed for the General
Meeting who will also determine whether a quorum is present for the transaction
of business. The holders of a majority of the outstanding Voting Shares entitled
to vote at the General Meeting constitute a quorum for purposes of the General
Meeting.
Approval of Proposal I to authorize an increase to the size of our board of
directors from eleven (11) to thirteen (13) members, Proposal II to elect at
this time ten (10) directors, Proposal III to approve our Consolidated Financial
Statements, Proposal IV to approve Ernst & Young LLP as our independent auditors
and to authorize our board of directors to fix such auditors' remuneration, and
Proposal V to amend the 1998 Plan require in each case the affirmative vote of a
majority of the Voting Shares represented in person or by proxy at the General
Meeting.
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The enclosed proxy provides that each shareholder may specify that his or
her Voting Shares be voted "for," "against" or "abstain" from voting with
respect to each of the proposals. If the enclosed proxy is properly executed,
duly returned to us in time for the General Meeting and not revoked, your Voting
Shares will be voted in accordance with the instructions contained thereon.
Where a signed proxy is returned, but no specific instructions are indicated,
your Voting Shares will be voted FOR each of the proposals.
Proxies will not be counted as voting in respect of any matter as to which
abstinence is indicated, but abstentions will be counted as Voting Shares that
are present for purposes of determining whether a quorum is present. Nominees
who are members of the New York Stock Exchange, Inc. ("NYSE") and who, as
brokers, hold Voting Shares in "street name" for customers have, by NYSE rules,
the authority to vote on certain items in the absence of instructions from their
customers, the beneficial owners of the Voting Shares. Under these rules,
brokers that do not receive instructions are entitled to vote on the second,
third and fourth proposals to be considered at the General Meeting. Voting
Shares held by such nominees for their beneficial owners will be counted for
purposes of determining whether a quorum is present.
Any shareholder who executes and returns a proxy may revoke it in writing
before it is voted at the General Meeting by: (i) filing with our Secretary, at
the address of our principal United States subsidiary, Amdocs, Inc. (at the
address that appears on the last page of this Proxy Statement), written notice
of such revocation bearing a later date than the proxy or a subsequent proxy
relating to the same Voting Shares, provided that such proxy or subsequent proxy
shall be deposited at such address at least forty-eight (48) hours before the
scheduled General Meeting or adjournment thereof, as the case may be; or (ii)
attending the General Meeting and voting in person (although attendance at the
General Meeting will not in and of itself constitute revocation of a proxy).
IMPORTANT
WHETHER OR NOT YOU ATTEND THE GENERAL MEETING, YOUR VOTE IS IMPORTANT.
ACCORDINGLY, YOU ARE ASKED TO SIGN AND RETURN THE ACCOMPANYING PROXY REGARDLESS
OF THE NUMBER OF VOTING SHARES YOU OWN. VOTING SHARES CAN BE VOTED AT THE
GENERAL MEETING ONLY IF THE HOLDER IS REPRESENTED BY PROXY OR IS PRESENT.
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PROPOSAL I
AUTHORIZING INCREASE TO SIZE OF BOARD
Under the Articles of Association of Amdocs, the board of directors is
currently comprised of eleven directors. To permit us better to manage our
expanded operations and involve additional persons in our business whose talents
and skills can best help to foster the continued success and growth of Amdocs,
it is proposed that the following Ordinary Resolution be adopted at the General
Meeting:
"RESOLVED, that the size of the board of directors of the Company be
increased from eleven (11) to thirteen (13) members, in compliance with the
Company's Articles of Association."
REQUIRED AFFIRMATIVE VOTE
The affirmative vote of a majority of the Voting Shares represented in
person or by proxy at the General Meeting is necessary for the approval of the
Ordinary Resolution to approve the increase to the size of the board.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE
INCREASE TO THE SIZE OF THE BOARD.
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PROPOSAL II
ELECTION OF DIRECTORS
As a result of recent resignations, there is a vacancy on our current board
of directors. As permitted by the Articles of Association, the remainder of the
current board will seek to fill any vacancy as promptly as possible. If Proposal
I is approved, the two newly-created positions on the board will also be filled
by the then current board, as permitted by the Articles of Association. Any new
directors so appointed by the board shall hold their positions only until the
annual general meeting of shareholders for 2001 or until their respective
successors are duly elected and qualified or their positions are earlier vacated
by resignation or otherwise. The ten persons listed below are the nominees for
election as directors at the General Meeting. Each director elected at this
General Meeting will serve for a one-year term until the next annual general
meeting of shareholders or until his respective successor is elected and
qualified or his position is earlier vacated by resignation or otherwise.
Voting Shares represented by proxies returned duly executed will be voted,
unless otherwise specified, in favor of the ten nominees for the board of
directors named below. If any (or all) of such persons should be unable to
serve, the persons named in the enclosed proxy will vote the shares covered
thereby for such substitute nominee (or nominees) as the board of directors may
select. The board of directors has no reason to believe that any such nominee
will be unable or unwilling to serve.
Set forth below are the names and ages of the nominees for director, the
principal occupations of each nominee currently and for at least the past five
years, and the year in which each became a director of Amdocs.
<TABLE>
<CAPTION>
NAME AGE
---- ---
<S> <C> <C>
Bruce K. Anderson 60 Mr. Anderson has been Chief Executive Officer and Chairman
of the board of directors of Amdocs since September 1997.
Since August 1978, he has been a general partner of Welsh,
Carson, Anderson & Stowe ("WCAS"), an investment firm which
specializes in the acquisition of companies in the
information services, communications and health care
industries. Mr. Anderson served for nine years with
Automated Data Processing, Inc. ("ADP") until his
resignation as Executive Vice President and a director of
ADP, and President of ADP International, effective August
1978. Mr. Anderson also serves on the board of Bridge
Information Systems, Inc.
Adrian Gardner 38 Mr. Gardner has been a director of Amdocs since April 1998.
Mr. Gardner is a Managing Director of Lazard LLC, based in
London, and works with technology and
telecommunications-related companies. Prior to joining
Lazard in 1989, Mr. Gardner qualified as a chartered
accountant with Price Waterhouse (now PriceWaterhouse
Coopers). Mr. Gardner is a member of the Institute of
Chartered Accountants in England & Wales and a member of The
Securities Institute.
James S. Kahan 53 Mr. Kahan has been a director of Amdocs since April 1998.
Mr. Kahan has worked at SBC Communications Inc. ("SBC")
since 1983, and currently serves as its Senior Executive
Vice President-Corporate Development, a position he has held
since 1992. Prior to joining SBC, Mr. Kahan held various
positions at several telecommunications companies, including
Western Electric, Bell Laboratories, South Central Bell and
AT&T. SBC International Inc. ("SBCI"), a wholly-owned
subsidiary of SBC, is one of our largest shareholders.
</TABLE>
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<TABLE>
<CAPTION>
NAME AGE
---- ---
<S> <C> <C>
John T. McLennan 55 Mr. McLennan has been a director of Amdocs since November
1999. Since May 1999, he has served as Vice-Chair and Chief
Executive Officer of AT&T Canada. Mr. McLennan founded and
was the President of Jenmark Consulting Inc. from 1997 until
May 1999. From 1994 to 1997, Mr. McLennan served as the
President and Chief Executive Officer of Bell Canada. Prior
to that, he held various positions at several
telecommunications companies, including BCE Mobile
Communications and Cantel Inc. Mr. McLennan currently serves
on the board of directors of Hummingbird Corporations and
several other software/communication companies.
Robert A. Minicucci 48 Mr. Minicucci has been Chief Financial Officer and a
director of Amdocs since September 1997. He has been a
general partner of WCAS since 1993. From 1992 to 1993, Mr.
Minicucci served as Senior Vice President and Chief
Financial Officer of First Data Corporation, a provider of
information processing and related services for credit card
and other payment transactions. From 1991 to 1992, he served
as Senior Vice President and Treasurer of the American
Express Company. Mr. Minicucci served for twelve years with
Lehman Brothers (and its predecessors) until his resignation
as a Managing Director in 1991. He is also a director of
several private companies including Global Knowledge
Networks, Inc., Alliance Data Systems, Inc., Headstrong,
Inc. and Attachmate, Inc.
Avinoam Naor 52 Mr. Naor has been a director of Amdocs since January 1999
and is Chief Executive Officer of Amdocs Management Limited,
having overall coordination responsibility for the
operations and activities of our operating subsidiaries. Mr.
Naor was a member of the team that founded Amdocs in 1982
and initially served as a Senior Vice President. He has been
involved with software development for 28 years, working on
projects for the development of application and
infrastructure software for communications systems and
developing and marketing directory assistance systems. Mr.
Naor was also a member of the team that established the
computerized system for Golden Pages, the Israeli yellow
pages company.
Lawrence Perlman 62 Mr. Perlman has been a director of Amdocs since April 1998.
He was Chairman of Ceridian Corporation from 1992 through
1999, and its Chief Executive Officer from 1990 through
1999. Ceridian Corporation is a provider of information
services to employers to administer various human resource
functions, as well as information services for the
transportation and electronic media markets. Mr. Perlman is
a director and Chairman of Seagate Technology, Inc., and a
director of The Valspar Corporation and Computer Network
Technology Corporation. Mr. Perlman has been a director of
Ceridian since 1985.
Michael J. Price 43 Mr. Price has been a director of Amdocs since January 1998.
He is co-Chairman of FirstMark Communications International
LLC, a broadband communications company in Europe. Prior to
that, he worked at Lazard Freres & Co. L.L.C., starting in
1987, serving first as a Vice President and then as a
Managing Director, where he led its technology and
telecommunications group. He is also a director of
SpectraSite, a leading tower management company, and
PeoplePC.
</TABLE>
5
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<TABLE>
<CAPTION>
NAME AGE
---- ---
<S> <C> <C>
Modi Rosen 40 Mr. Rosen has been a director of Amdocs since December 2000.
He founded and is co-manager of Magnum Communications Fund,
a venture capital fund specializing in the Israeli
telecommunications industry. Mr. Rosen was a partner of
Monitor Company, an international consulting group, where,
as part of its telecommunications division, he advised
European wireless and wireline companies, including Siemens.
Prior to his association with Monitor, Mr. Rosen was a
managing partner at Shaldor, an Israeli consultancy firm.
Ron Zuckerman 43 Mr. Zuckerman has been a director of Amdocs since December
2000. He is the founder and a chairman of the board of
Precise Software Solutions, a Nasdaq-listed company and a
provider of information technology infrastructure
performance management software. He is also a founder and
chairman of Sapiens International, a Nasdaq-listed company
and global e-business solutions provider, and EC-Gate, a
solutions provider for e-marketplaces.
</TABLE>
BOARD COMMITTEES
Our board of directors has formed three committees set forth below. Members
of each committee are appointed by the board of directors.
Executive Committee. The Executive Committee acts from time to time
instead of the full board of directors and has such responsibilities as may be
delegated to it by the board of directors. The current members of the Executive
Committee are Bruce K. Anderson, Adrian Gardner, James S. Kahan, Robert A.
Minicucci and Avinoam Naor.
Audit Committee. The Audit Committee reviews, acts on and reports to the
board of directors with respect to various auditing and accounting matters,
including the selection of our auditors, the scope of the annual audits, fees to
be paid to the auditors, the performance of our independent auditors and our
accounting practices. The current members of the Audit Committee are Lawrence
Perlman, Adrian Gardner and John T. McLennan, all of whom are independent
directors, as required by the rules of the NYSE.
Compensation Committee. The Compensation Committee determines the salaries
and incentive compensation of the officers of Amdocs and our subsidiaries and
provides recommendations for the salaries and incentive compensation of other
employees and certain consultants. The Compensation Committee also administers
various compensation, stock and benefit plans of Amdocs. The current members of
the Compensation Committee are Bruce K. Anderson, Adrian Gardner, James S. Kahan
and Robert A. Minicucci.
BOARD AND COMMITTEE MEETINGS
During the past fiscal year, the board of directors held six meetings and
took numerous other actions by unanimous written consent in lieu of formal
meetings. In addition, the Executive Committee held eight meetings, the
Compensation Committee held four meetings and the Audit Committee held four
meetings in fiscal year 2000. The board of directors does not have a standing
nominating committee.
COMPENSATION OF DIRECTORS
Our directors who are not employees or affiliates of either the Company or
any of our major shareholders have the choice of receiving as compensation
either (i) an annual cash payment of $30,000 or (ii) options to purchase 10,000
Ordinary Shares, one-quarter of which vest immediately and the remainder of
which vest annually in three equal installments. Any such director who serves as
a chairman of a committee also receives options to purchase 1,000 Ordinary
Shares under the same terms. In addition, we pay each such director $1,500 per
meeting of the board of directors and $500 per meeting of a committee of the
board of directors. During fiscal year 2000, 10,000 stock options were granted
to one director. We reimburse all of our directors
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for their reasonable travel expenses incurred in connection with attending
meetings of the board of directors or committees thereof.
It is proposed that the following Ordinary Resolution be adopted at the
General Meeting:
"RESOLVED, that Bruce K. Anderson, Adrian Gardner, James S. Kahan, John T.
McLennan, Robert A. Minicucci, Avinoam Naor, Lawrence Perlman, Michael J. Price,
Modi Rosen and Ron Zuckerman are, and each hereby is, elected to serve as a
director of the Company, until the next annual general meeting or until his
respective successors are elected and qualified or his position is earlier
vacated by resignation or otherwise."
REQUIRED AFFIRMATIVE VOTE
The affirmative vote of a majority of the Voting Shares represented in
person or by proxy at the General Meeting is necessary for the approval of the
Ordinary Resolution to elect the nominees named above.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE
DIRECTOR NOMINEES NAMED ABOVE.
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SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
MAJOR SHAREHOLDERS
The following table sets forth specified information with respect to the
beneficial ownership as of December 1, 2000 of any person known by us to be the
beneficial owner of more than 5% of our outstanding Voting Shares.
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY PERCENTAGE
NAME AND ADDRESS OWNED(1) OWNERSHIP(2)
---------------- ------------ ---------------
<S> <C> <C>
AXA Financial, Inc.(3).................................. 27,453,122 13.8%
1290 Avenue of the Americas
New York, New York 10104
SBC International Inc.(4)............................... 20,654,138 10.4%
175 E. Houston Street
San Antonio, Texas 78205-2233
Amdocs International Limited(5)......................... 18,744,442 9.4%
Suite 5, Tower Hill House
Le Bordage, St. Peter Port
Guernsey GY1 3QT
The Channel Islands
Welsh, Carson, Anderson & Stowe(6)...................... 16,752,911 8.4%
320 Park Avenue, Suite 2500
New York, New York 10022
All directors and executive officers as a group
(21 persons)(6)(7).................................... 49,410,337 24.9%
</TABLE>
---------------
(1) Unless otherwise indicated, the entities and individuals identified in this
table have sole voting and investment power with respect to all Voting
Shares shown as beneficially owned by them, subject to community property
laws, where applicable.
(2) The percentages shown are based on 198,370,603 Voting Shares outstanding on
December 1, 2000.
(3) Includes 26,911,722 shares held indirectly through AXA Financial's
majority-owned subsidiary Alliance Capital Management L.P. and 541,400
shares held indirectly through AXA Financial's wholly-owned subsidiary the
Equitable Life Assurance Society of the United States.
(4) SBC International Inc. ("SBCI") is a wholly-owned subsidiary of SBC, a
company whose shares are publicly traded on the New York Stock Exchange.
SBCI also holds 22,864,373 non-voting Ordinary Shares. SBCI is the only
shareholder that holds our non-voting Ordinary Shares.
(5) The number of shares shown as beneficially owned by Amdocs International
Limited ("AIL") includes 10,000,000 Ordinary Shares that AIL may be required
to deliver to the Amdocs Automatic Common Exchange Security Trust (the
"TRACES Trust") upon the exchange of Automatic Common Exchange Securities
that were issued and sold by the TRACES Trust in June 1999. The exchange
date for the Automatic Common Exchange Securities will occur no earlier than
June 11, 2002.
(6) Includes 10,857,994 Ordinary Shares held by Welsh, Carson, Anderson & Stowe
VII, L.P., 3,107,681 Ordinary Shares held by Welsh, Carson, Anderson & Stowe
VI, L.P. and 2,787,236 Ordinary Shares held by WCAS Capital Partners III,
L.P. Bruce K. Anderson, Chairman of the Board and Chief Executive Officer of
Amdocs, and Robert A. Minicucci, Chief Financial Officer of Amdocs, each may
be deemed to be beneficial owners of the Ordinary Shares held by WCAS.
(7) Includes Ordinary Shares held by SBCI and WCAS. Affiliates of SBCI and WCAS
serve on the Company's board of directors and, accordingly, such designees
may be deemed to be the beneficial owners of the Ordinary Shares held by
such entities. Each such designee disclaims beneficial ownership of such
shares.
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PROPOSAL III
APPROVAL OF OUR CONSOLIDATED FINANCIAL STATEMENTS
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2000
Our Annual Report for the fiscal year ended September 30, 2000 is being
mailed to our shareholders together with this Proxy Statement. Our Consolidated
Financial Statements for the fiscal year ended September 30, 2000 are included
in such report. At the General Meeting, we will review the operating and
financial review and prospects as presented in our Annual Report for the fiscal
year ended September 30, 2000 and will answer appropriate questions related
thereto.
It is proposed that the following Ordinary Resolution be adopted at the
General Meeting:
"RESOLVED, that the Consolidated Financial Statements for the Company for
the fiscal year ended September 30, 2000 be, and the same hereby are, approved."
REQUIRED AFFIRMATIVE VOTE
The affirmative vote of a majority of the Voting Shares represented in
person or by proxy at the General Meeting is necessary for the approval of the
Ordinary Resolution to approve the Consolidated Financial Statements.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE
APPROVAL OF OUR CONSOLIDATED FINANCIAL STATEMENTS.
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<PAGE> 12
PROPOSAL IV
APPROVAL OF INDEPENDENT AUDITORS
Upon recommendation of the Audit Committee, our board of directors has
selected and recommends to the shareholders that they (i) approve the firm of
Ernst & Young LLP to continue to serve as our independent auditors for the
fiscal year ending September 30, 2001, and until the next annual general
meeting, and (ii) authorize the board of directors to fix the remuneration of
such auditors. Ernst & Young LLP has audited Amdocs' books and accounts for the
fiscal year ended September 30, 2000 and has served as our independent auditors
since 1996. One or more representatives of Ernst & Young LLP are expected to be
present at the General Meeting, will have an opportunity to make a statement if
he or she so desires and will be available to respond to appropriate questions.
It is proposed that the following Ordinary Resolution be adopted at the
General Meeting:
"RESOLVED, that (i) the appointment of Ernst & Young LLP, as the Company's
independent auditors for the fiscal year ending September 30, 2001, and until
the Company's next annual general meeting be, and it hereby is, approved, and
(ii) the board of directors be, and it hereby is, authorized to fix the
remuneration of such independent auditors in accordance with the extent and
nature of their services."
REQUIRED AFFIRMATIVE VOTE
The affirmative vote of a majority of the Voting Shares represented in
person or by proxy at the General Meeting is necessary for the approval of Ernst
& Young LLP and the authorization of the board of directors to fix their
remuneration.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL IV.
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<PAGE> 13
PROPOSAL V
AMENDMENT TO 1998 STOCK OPTION AND INCENTIVE PLAN
The board of directors has approved and recommends to the shareholders that
they approve a proposal to amend the 1998 Stock Option and Incentive Plan, as
amended (the "1998 Plan"), to increase the number of Ordinary Shares available
for grant under the 1998 Plan from 13,300,000 Ordinary Shares to 32,300,000
Ordinary Shares, an increase of 19,000,000 Ordinary Shares. The text of the
proposed amendment to the 1998 Plan is set forth below.
Amdocs adopted the 1998 Plan in January 1998. The 1998 Plan provides for
the grant and/or award by Amdocs of options or restricted shares to the
officers, directors, employees or consultants of Amdocs or any of our
subsidiaries. In January 1999, the number of Ordinary Shares available under the
1998 Plan was increased from 4,100,000 to 6,600,000 Ordinary Shares and in
January 2000, the number was increased to 13,300,000 Ordinary Shares.
The purpose of the 1998 Plan is to enable us to attract and retain
qualified personnel and to motivate such persons by providing them with an
equity participation in Amdocs. The 1998 Plan is administered by a committee
appointed by the board and expires ten years after the date of its adoption.
As of December 1, 2000, options to purchase an aggregate of 10,450,900
Ordinary Shares have been granted and 2,849,000 Ordinary Shares remain available
for future grants.
The Ordinary Shares acquired upon exercise of an option and the restricted
shares that may be granted under the 1998 Plan will be subject to certain
restrictions on transfer, sale or hypothecation. Options will be exercisable and
restrictions on disposition of shares will lapse pursuant to the terms of the
individual agreements under which such options are granted or shares issued.
The board of directors has determined that the amendment to the 1998 Plan
is in the best interest of Amdocs and our shareholders. The board of directors
believes that after giving effect to this increase to the 1998 Plan, the Company
will have sufficient options available for grant to our employees and others for
the near future. The board of directors considers grants of options and/or
awards to be an effective method to attract and to retain employees and others
and that the availability of Ordinary Shares for future grants under the 1998
Plan is important to the business prospects and operations of Amdocs.
It is proposed that the following Ordinary Resolution be adopted at the
General Meeting:
"RESOLVED, that Section 5 of the Amdocs Limited 1998 Stock Option and
Incentive Plan, as amended as of June 17, 1998, January 27, 1999 and January 26,
2000 (the "1998 Plan"), is hereby amended by deleting the first sentence of the
first paragraph of said Section 5, and replacing it with the following:
"The maximum number of Ordinary Shares reserved for grant of awards
under the Plan shall be 32,300,000."
REQUIRED AFFIRMATIVE VOTE
The affirmative vote of a majority of the Voting Shares represented in
person or by proxy at the General Meeting is necessary for the approval of the
Ordinary Resolution to approve the amendment to the 1998 Plan.
THE BOARD OF DIRECTORS BELIEVES THAT THE PROPOSAL IS IN THE BEST INTERESTS
OF AMDOCS AND ITS SHAREHOLDERS AND RECOMMENDS A VOTE "FOR" THE AMENDMENT TO THE
1998 PLAN.
11
<PAGE> 14
MISCELLANEOUS
ANNUAL REPORT TO SHAREHOLDERS
Our Annual Report for the fiscal year ended September 30, 2000, including
audited financial statements, accompanies this Proxy Statement.
ANNUAL REPORT ON FORM 20-F
Once filed with the Securities and Exchange Commission ("SEC"), we can
provide without charge, at the written request of any beneficial shareholder as
of the Record Date, a copy of our Annual Report on Form 20-F, including the
financial statements, financial statement schedules and exhibits, as filed with
the SEC. Our Annual Report on Form 20-F will also be accessible to the general
public via the Internet at the SEC's web site located at http://www.sec.gov.
Requests for copies of our Annual Report on Form 20-F should be mailed to our
principal United States subsidiary at:
Amdocs, Inc.
1390 Timberlake Manor Parkway
Chesterfield, Missouri 63017
Fax: (314) 212-8358
E-mail: [email protected]
Attention: Mr. Thomas G. O'Brien
Secretary and Treasurer of Amdocs Limited
EXPENSES OF SOLICITATION
The cost of solicitation of proxies in the accompanying form will be borne
by Amdocs, including expenses in connection with preparing and mailing this
Proxy Statement. In addition to solicitation of proxies by mail, our directors,
officers and employees (who will receive no additional compensation therefor)
may solicit the return of proxies by telephone, facsimile or personal interview.
In addition, we have retained American Stock Transfer & Trust Company and W.F.
Doring & Co. to assist in the solicitation of proxies. We will also reimburse
brokerage houses and other custodians, nominees and fiduciaries for their
expenses in accordance with the regulations of the NYSE concerning the sending
of proxies and proxy materials to the beneficial owners of our Ordinary Shares.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Thomas G. O'Brien
Thomas G. O'Brien
Secretary
December 26, 2000
12
<PAGE> 15
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
AMDOCS LIMITED
/s/ THOMAS G. O'BRIEN
--------------------------------------
Thomas G. O'Brien
Treasurer and Secretary
Authorized U. S. Representative
Date: December 26, 2000
11
<PAGE> 16
AMDOCS LIMITED
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Bruce K. Anderson and Thomas G. O'Brien as
Proxies, each with the power to appoint his substitute, and hereby authorizes
them to represent and vote, as designated below, all Ordinary Shares of Amdocs
Limited (the "Company") held of record by the undersigned on December 1, 2000,
at the annual General Meeting of shareholders to be held on January 24, 2001 or
any adjournment thereof.
(TO BE SIGNED ON REVERSE SIDE.)
------------
SEE REVERSE
SIDE
------------
<PAGE> 17
[X] Please mark your
votes in this
example using dark ink only.
WITHHOLD
FOR AUTHORITY
2. ELECTION OF [ ] [ ]
DIRECTORS
FOR except vote withheld from the
following nominee(s):
--------------------------------------
Nominees: Bruce K. Anderson
Adrian Gardner
James S. Kahan
John T. McLennan
Robert A. Minicucci
Avinoam Naor
Lawrence Perlman
Michael J. Price
Modi Rosen
Ron Zuckerman
FOR AGAINST ABSTAIN
1. AUTHORIZE INCREASE OF [ ] [ ] [ ]
SIZE OF THE BOARD FROM
ELEVEN (11) TO THIRTEEN
(13) MEMBERS.
3. APPROVAL OF CONSOLIDATED [ ] [ ] [ ]
FINANCIAL STATEMENTS FOR
FISCAL YEAR 2000.
4. APPROVAL OF ERNST & YOUNG [ ] [ ] [ ]
LLP AND AUTHORIZATION OF
BOARD TO FIX
REMUNERATION.
5. APPROVAL OF AMENDMENT TO [ ] [ ] [ ]
STOCK OPTION AND
INCENTIVE PLAN.
Signature --------------------------------------------- Date ---------------
NOTE: Please sign exactly as name appears to the hereon. Joint owners should
each sign. When as attorney, executor, administrator, trustee, or
guardian, please give your full title as such.
