As filed with the Securities and Exchange Commission on March 2, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AMDOCS LIMITED
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(Exact name of Registrant as specified in its charter)
Island of Guernsey Not Applicable
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(State or other (I.R.S. employer
jurisdiction of identification number)
incorporation or
organization)
Tower Hill House Le Bordage
St. Peter Port, Island of Guernsey,
GY1 3QT Channel Islands
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(Address of Principal Executive Offices)
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1998 STOCK OPTION AND INCENTIVE PLAN, AS AMENDED
(Full title of the Plan)
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Amdocs, Inc.
1390 Timberlake Manor Parkway
Chesterfield, Missouri 63017
Attention: Thomas G. O'Brien, Treasurer
(314) 212-8328
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(Name, address and telephone number, including area
code, of agent for service)
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Copies to:
ROBERT A. SCHWED, ESQ.
Reboul, MacMurray, Hewitt, Maynard & Kristol
45 Rockefeller Plaza
New York, N. Y. 10111
(212) 841-5700
<PAGE>
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Title of securities to be price per offering registration
to be registered registered share(1) price fee
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Ordinary Shares,
British Pound
0.01 par value 6,700,000 $61.5938 $412,678,460 $114,725
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and 457(h) under the Securities Act of 1933, as
amended, (the "1933 Act") on the basis of the average of the high and low
sale prices of Amdocs Limited's Ordinary Shares on the New York Stock
Exchange as of a date (February 25, 2000) within five business days prior
to filing this Registration Statement.
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<PAGE>
EXPLANATORY NOTE
This Registration Statement relates to the offering of additional
Ordinary Shares issuable pursuant to the Registrant's 1998 Stock Option and
Incentive Plan, as amended (the "Plan"). The Registrant's earlier Registration
Statement on Form S-8 (No. 333-92705) relating to 6,600,000 of its Ordinary
Shares, L0.01 par value, issuable pursuant to the Plan is incorporated herein by
reference.
ITEM 8. EXHIBITS.
Exhibit
Number Description
- ------- -----------
4 1998 Stock Option and Incentive Plan, as amended, of Amdocs
Limited
5 Opinion of Carey Langlois with respect to the legality of the
securities being registered.
23.1 Consent of Carey Langlois (included in Exhibit 5).
23.2 Consent of Ernst & Young LLP.
24 Powers of Attorney (included on signature page).
<PAGE>
SIGNATURES
Pursuant to the requirements of the 1933 Act, the Registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the city
of New York, State of New York, on this 29th day of February, 2000.
AMDOCS LIMITED
By: /s/ BRUCE K. ANDERSON
-------------------------------------
Bruce K. Anderson
Chief Executive Officer and
Chairman of the Board
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Bruce K. Anderson, Robert A. Minicucci
and Thomas G. O'Brien, and each of them singly (with full power to each of them
to act alone), as true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution in each of them for him and in his name,
place and stead, and in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement (or any
other Registration Statement for the same offering that is to be effective upon
filing pursuant to Rule 462(b) under the 1933 Act), and to file the same, with
all exhibits thereto and other documents in connection therewith, with the
Securities Exchange Commission, granting unto said attorneys-in-fact and agents,
and each of them, full power and authority to do and perform each and every act
and thing requisite or necessary to be done in and about the premises, as full
to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents or any of them or
their or his substitute or substitutes may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the 1933 Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated:
Signatures Title Date
- ----------- ----- ----
/S/ BRUCE K.ANDERSON Chief Executive Officer and February 29, 2000
- ---------------------- Chairman of the Board
Bruce K. Anderson
/S/ ROBERT A. MINICUCCI Chief Financial Officer and February 29, 2000
- ---------------------- Director
Robert A. Minicucci
/S/ ADRIAN GARDNER Director February 29, 2000
- ----------------------
Adrian Gardner
/S/ STEPHEN HERMER Director February 29, 2000
- ----------------------
Stephen Hermer
<PAGE>
/S/ JAMES KAHAN Director February 29, 2000
- ----------------------
James Kahan
/S/ PAZ LITTMAN Director February 29, 2000
- ----------------------
Paz Littman
/S/ AVINOAM NAOR Director February 29, 2000
- ----------------------
Avinoam Naor
/S/ JOHN T. MCLENNAN Director February 29, 2000
- ----------------------
John T. McLennan
Director February 29, 2000
- ----------------------
Lawrence Perlman
/S/ MICHAEL J. PRICE Director February 29, 2000
- ----------------------
Michael J. Price
/S/ URS SUTER Director February 29, 2000
- ----------------------
Urs Suter
/S/ THOMAS G. O'BRIEN Amdocs Limited's Authorized February 29, 2000
- ---------------------- Representative in the United
Thomas G. O'Brien States
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
4. 1998 Stock Option and Incentive Plan, as amended, of Amdocs
Limited
5. Opinion of Carey Langlois with respect to the legality of the
securities being registered.
23.1. Consent of Carey Langlois (included in Exhibit 5).
23.2. Consent of Ernst & Young LLP, independent auditors.
24 Powers of Attorney (included on signature page).
AMDOCS LIMITED
1998 STOCK OPTION AND INCENTIVE PLAN
AS AMENDED AS OF JANUARY 26, 2000
1. Purpose; Type of Awards; Construction
The purpose of the Amdocs Limited 1998 Stock Option and Incentive Plan (the
"Plan") is to afford an incentive to officers, directors, employees and
consultants of Amdocs Limited (the "Company"), or any subsidiary of the
Company which now exists or hereafter is organized or acquired by the
Company, to acquire a proprietary interest in the Company, to continue as
employees, directors and consultants, to increase their efforts on behalf
of the Company and to promote the success of the Company's business. It is
further intended that options granted by the Committee (as such a term is
defined below) pursuant to Section 8 of the Plan shall constitute
"incentive stock options" ("Incentive Stock Options") within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"),
and options granted by the Committee pursuant to Section 7 of the Plan
shall constitute "nonqualified stock options" ("Nonqualified Stock
Options"). The Committee may also grant restricted shares ("Restricted
Stock") under the Plan pursuant to Section 9 of the Plan. If the Committee
so determines it may grant Nonqualified Stock Options or Restricted Stock
pursuant to the provisions of Section 102 of the Israel Income Tax
Ordinance (New Version) 1961, and any regulations, rules, orders or
procedures promulgated thereunder ("102 Securities").
2. Definitions
As used in this Plan, the following words and phrases shall have the
meanings indicated:
(a) "Ordinary Shares" shall mean shares of ordinary shares,
par value (pound)0.01 per share, of the Company.
(b) "Disability" shall mean the inability of a Grantee (as
defined in Section 3 hereof) to engage in any substantial gainful
activity by reason of any medically determinable physical or
mental impairment that can be expected to result in death or that
has lasted or can be expected to last for a continuous period of
not less than twelve (12) months.
(c) "Fair Market Value" per share as of a particular date
shall mean (i) if the shares of Ordinary Shares are not then
listed on a national securities exchange or traded in an
over-the-counter market, such value as the Committee, in
<PAGE>
its sole discretion, shall determine; or (ii) if the shares of
Ordinary Shares are then traded on a national securities exchange
the closing sales price per share of Ordinary Shares on the
national securities exchange, on which the Ordinary Shares are
principally traded, for the last preceding date on which there
was a sale of such Ordinary Shares on such exchange, or (iii) if
the shares of Ordinary Shares are then traded in an
over-the-counter market, the average of the closing bid and asked
prices for the shares of Ordinary Shares in such over-the-counter
market for the last preceding date on which there was a sale of
such Ordinary Shares in such market.
(d) "Option" or "Options" shall mean a grant to a Grantee
(as defined in Section 3 hereof) of an option or options to
purchase shares of Ordinary Shares. Options granted by the
Committee (as defined in Section 3 hereof), pursuant to the Plan
shall constitute either Incentive Stock Options or Nonqualified
Stock Options.
(e) "Parent" shall mean any company (other than the Company)
in an unbroken chain of companies ending with the Company if, at
the time of granting an Option, each of the companies other than
the Company owns stock possessing fifty percent (50%) or more of
the total combined voting power of all classes of stock in one of
the other companies in such chain.
(f) "Subsidiary" shall mean any company (other than the
Company) in an unbroken chain of companies beginning with the
Company if, at the time of granting an Option, each of the
companies other than the last company in the unbroken chain owns
stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other
companies in such chain.
(g) "Ten Percent Stockholder" shall mean a Grantee (as
defined in Section 3 hereof), who, at the time an Incentive Stock
Option is granted, owns stock possessing more than ten percent
(10%) of the total combined voting power of all classes of stock
of the Company or any Parent or Subsidiary.
3. Administration
The Plan shall be administered by a committee (the "Committee")
established by the Board of Directors of the Company (the
"Board").
The Committee shall have the authority in its discretion, subject
to and not inconsistent with the express provisions of the Plan,
to administer the Plan and to exercise all the powers and
<PAGE>
authorities either specifically granted to it under the Plan or
necessary or advisable in the administration of the Plan,
including, without limitation, the authority to grant Options and
Restricted Stock; to determine which Options shall constitute
Incentive Stock Options and which Options shall constitute
Nonqualified Stock Options or 102 Securities; to determine the
kind of consideration payable (if any) with respect to awards; to
determine the period during which Options may be exercised and
Restricted Stock shall be subject to restrictions, and whether in
whole or in installments; to determine the persons to whom, and
the time or times at which awards shall be granted (such persons
are referred to herein as "Grantees"); to determine the number of
shares to be covered by each award; to interpret the Plan; to
prescribe, amend and rescind rules and regulations relating to
the Plan; to determine the terms and provisions of the agreements
(which need not be identical) entered into in connection with
awards granted under the Plan (the "Agreements"); to cancel or
suspend awards, as necessary; and to make all other
determinations deemed necessary or advisable for the
administration of the Plan.
The Committee may delegate to one or more of its members or to
one or more agents such administrative duties as it may deem
advisable, and the Committee or any person to whom it has
delegated duties as aforesaid may employ one or more persons to
render advice with respect to any responsibility the Committee or
such person may have under the Plan. All decisions,
determinations and interpretations of the Committee shall be
final and binding on all Grantees of any awards under this Plan.
The Board shall fill all vacancies, however caused, in the
Committee. The Board may from time to time appoint additional
members to the Committee, and may at any time remove one or more
Committee members and substitute others.
No member of the Board or Committee shall be liable for any
action taken or determination made in good faith with respect to
the Plan or any award granted hereunder.
4. Eligibility
Officers, Directors, other employees of the Company and
consultants of the Company shall be eligible to receive awards
hereunder. In determining the persons to whom awards shall be
granted and the number of shares to be covered by each award, the
Committee, in its sole discretion, shall take into account the
contribution by the eligible individuals to the management,
growth and/or profitability of the business of the Company and
such other factors as the Committee shall deem relevant.
5. Ordinary Shares
<PAGE>
The maximum number of shares of Ordinary Shares reserved for the
grant of awards under the Plan shall be 13,300,000. Such shares
may, in whole or in part, be authorized but unissued shares. The
foregoing numbers of shares may be increased or decreased by the
events set forth in Section 10 hereof.
If any outstanding award under the Plan should, for any reason
expire, be canceled or be terminated without having been
exercised in full, the shares of Ordinary Shares allocable to the
unexercised, canceled or terminated portion of such award shall
(unless the Plan shall have been terminated) become available for
subsequent grants of awards under the Plan.
6. Terms and Conditions of Options
Each Option granted pursuant to the Plan shall be evidenced by a
written agreement between the Company and the Grantee (the
"Option Agreement"), in such form as the Committee shall from
time to time approve, which Option Agreement shall comply with
and be subject to the following terms and conditions:
(a) NUMBER OF SHARES. Each Option Agreement shall state the
number of shares of Ordinary Shares to which the Option relates.
(b) TYPE OF OPTION. Each Option Agreement shall specifically
state that the Option constitutes an Incentive Stock Option or a
Nonqualified Stock Option.
(c) OPTION PRICE. Each Option Agreement shall state the
Option Price, which, in the case of an Incentive Stock Option,
shall not be less than one-hundred percent (100%) of the Fair
Market Value of the shares of Ordinary Shares covered by the
Option on the date of grant. The Option Price shall be subject to
adjustment as provided in Section 10 hereof. The date on which
the Committee adopts a resolution expressly granting an Option
shall be considered the day on which such Option is granted.
(d) MEDIUM AND TIME OF PAYMENT. The Option Price shall be
paid in full, at the time of exercise and may be made in cash, by
the delivery of shares of Ordinary Shares with a fair market
value equal to the Option Price, provided that any such shares
acquired by the Grantee pursuant to the exercise of an Incentive
Stock Option shall have been held by the Grantee for a period of
at least one year, or by a combination of cash and such shares
that have been held by the Grantee for a period of at least one
year whose fair market value together with such cash shall equal
the Option Price. The Committee may also permit Grantees, either
on a selective or aggregate basis, simultaneously to exercise
Options and sell the shares of Ordinary Shares thereby acquired
pursuant to a brokerage or a similar arrangement, approved in
advance by the Committee, and use the proceeds from such sale as
payment of the Purchase Price of such shares.
<PAGE>
(e) TERM AND EXERCISABILITY OF OPTIONS. Each Option
Agreement shall be exercisable at such times and under such
conditions as the Committee, in its discretion, shall determine;
provided, however, such exercise period shall not exceed ten (10)
years from the date of grant of such Option. The exercise period
shall be subject to earlier termination as provided in Sections
6(f) and 6(g) hereof. An Option may be exercised, as to any or
all full shares of Ordinary Shares as to which the Option has
become exercisable, by giving written notice of such exercise to
the Committee or its designated agent.
Options shall become exercisable in cumulative installments of
50% on the second anniversary of the date on which such Option is
granted, and 25% per year on the third and fourth anniversary, or
at such other times and in such other installments (which may be
cumulative) as the Committee shall provide in the terms of the
respective Option Agreements; provided, however, that the
Committee, in its absolute discretion, may, on such terms and
conditions as it may determine to be appropriate, accelerate the
time at which such Option or any portion thereof may be
exercised. The Option may contain performance goals and
measurements, and the provisions with respect to any Option need
not be the same as the provisions with respect to any other
Option.
(f) TERMINATION. Except as provided in this Section 6(f) and
in Section 6(g) hereof, an Option may not be exercised unless the
Grantee is then in the service or employ of the Company or a
Parent or Subsidiary (or a company or a parent or subsidiary
company of such company issuing or assuming the Option in a
transaction to which Section 424(a) of the Code applies), and
unless the Grantee has remained continuously so employed or has
continuously performed such services since the date of grant of
the Option. In the event that the employment of a Grantee shall
terminate or Grantee shall cease performance of services for the
Company, a Parent or a Subsidiary thereof (in either event, other
than by reason of death or disability), all Options of such
Grantee that are exercisable at the time of such termination or
cessation may, unless earlier terminated in accordance with their
terms, be exercised within ninety (90) days after the date of
such termination or cessation; provided, however, that if the
Company shall terminate the Grantee's employment for cause (as
determined by the Committee), all Options theretofore granted to
such Grantee shall, to the extent not theretofore exercised,
<PAGE>
terminate on the date of such termination or cessation unless
otherwise determined by the Committee. In the case of a Grantee
whose principal employer is a Subsidiary, the Grantee's
employment shall be deemed to be terminated for purposes of this
Section 6(f) as of the date on which such principal employer
ceases to be a Subsidiary.
(g) DEATH OR DISABILITY OF GRANTEE. If a Grantee shall die
while employed by, or performing services for, the Company or a
Parent or subsidiary thereof, or within ninety (90) days after
the date of cessation of such Grantee's employment or performance
of services other than as a result of termination for cause (or
within such longer period as the Committee may have provided
pursuant to Section 6(e) hereof), or if the Grantee's employment
shall terminate or performance of services shall cease by reason
of Disability, all Options theretofore granted to such Grantee
may, unless earlier terminated in accordance with their terms, be
exercised by the Grantee or by the Grantee's estate or by a
person who acquired the right to exercise such Options by bequest
or inheritance or otherwise by reason of the death or Disability
of the Grantee, at any time within twelve months after the date
of death or Disability of the Grantee. In the event that an
Option granted hereunder shall be exercised by the legal
representatives of a deceased or former Grantee, written notice
of such exercise shall be accompanied by a certified copy of
letters testamentary or equivalent proof of the right of such
legal representative to exercise such Option.
(h) LOANS. Subject to any law, the Company may make loans to
Grantees as the Committee, in its discretion, may determine in
connection with the exercise of outstanding options granted under
the Plan. Such loans shall (i) be evidenced by promissory notes
entered into by the Grantees in favor of the Company, (ii) be
subject to the terms and conditions set forth in this Section
6(h) and such other terms and conditions, not inconsistent with
the Plan, as the Committee shall determine and (iii) bear
interest, if any, at such rate as the Committee shall determine.
In no event may the principal amount of any such loan exceed the
exercise price less the par value of the shares of Ordinary
Shares covered by the option, or portion thereof, exercised by
the Grantee. The initial term of the loan, the schedule of
payments of principal and interest under the loan, the extent to
which the loan is to be with or without recourse against the
Grantee with respect to principal and/or interest and the
conditions upon which the loan will become payable in the event
of the Grantee's termination of employment or ceasing to perform
services shall be determined by the Committee; provided, however,
<PAGE>
that the term of the loan, including extensions, shall not exceed
10 years. Unless the Committee determines otherwise, when a loan
shall have been made, shares of Ordinary Shares having a Fair
Market Value at least equal to the principal amount of the loan
shall be pledged by the Grantee to the Company as security for
payment of the unpaid balance of the loan and such pledge shall
be evidenced by a pledge agreement, the terms of which shall be
determined by the Committee, in its discretion; provided,
however, that each loan shall comply with all applicable laws,
regulations and rules of the Board of Governors of the Federal
Reserve System and any other governmental agency having
jurisdiction.
(i) OTHER PROVISIONS. The Option Agreements evidencing
Options under the Plan shall contain such other terms and
conditions, not inconsistent with the Plan, as the Committee may
determine.
(j) EXERCISE OF OPTIONS. A Grantee who decides to exercise
an Option in whole or in part shall give notice to the Secretary
of the Company of such exercise in writing on a form approved by
the Committee. Such notice shall specify the manner in which the
Grantee will make payment of the Option Price.
7. Nonqualified Stock Options
7.1 Options intended to constitute Nonqualified Stock
Options shall be subject only to the general terms and
conditions specified in Section 6 hereof.
7.2 Any 102 Securities which shall be granted to
employees of the Company (or if required by law) shall be
issued to a trustee nominated by the Board or the Committee
(in accordance with the provisions of Section 102) (the
"Trustee") and held for the benefit of the optionees for a
period of not less than two years (24 months) from the date
of grant. The Trustee may also hold in trust any shares
issued upon exercise of such 102 Stock Options pursuant to
the provisions of Section 102.
8. Incentive Stock Options
Options intended to constitute Incentive Stock Options shall be subject to
the following special terms and conditions, in addition to the general
terms and conditions specified in Section 6 hereof.
(a) VALUE OF SHARES. The aggregate Fair Market Value (determined
as of the date the Incentive Stock Option is granted) of the shares of
equity securities of the Company with respect to which Incentive Stock
<PAGE>
Options granted under this Plan and all other option plans of any
Parent or Subsidiary become exercisable for the first time by each
Grantee during any calendar year shall not exceed $100,000. To the
extent that the aggregate fair market value of shares with respect to
which Incentive Stock Options are exercisable for the first time by
any Grantee during any calendar year exceeds $100,000, such Option
shall be treated as a NonQualified Stock Option. The foregoing shall
be applied by taking options into account in the order in which they
were granted, with the fair market value of any share to be determined
at the time of the grant of the Option. In the event the foregoing
results in a portion of an Incentive Stock Option exceeding the
$100,000 limitation, only such excess shall be treated as a
Non-Qualified Stock Option.
(b) TEN PERCENT STOCKHOLDER. In the case of an Incentive Stock
Option granted to a Ten Percent Stockholder, (i) the Option Price
shall not be less than one hundred and ten percent (110%) of the Fair
Market Value of the shares of Ordinary Shares on the date of grant of
such Incentive Stock Option and (ii) the exercise period shall not
exceed five (5) years from the date of grant of such Incentive Stock
Option.
9. Restricted Stock
The Committee may award shares of Restricted Stock to any eligible
individual. Each award of Restricted Stock under the Plan shall be
evidenced by an instrument, in such form as the Committee shall from time
to time approve (the "Restricted Stock Agreement"), and shall comply with
the following terms and conditions (and with such other terms and
conditions not inconsistent with the terms of this Plan as the Committee,
in its discretion, shall establish including, without limitation, the
requirement that a Grantee provide consideration for Restricted Stock upon
the lapse of restrictions):
(a) The Committee shall determine the number of shares of
Ordinary Shares to be issued to the Grantee pursuant to the award.
(b)(i) Shares of Restricted Stock may not be sold, assigned,
transferred, pledged, hypothecated or otherwise disposed of, except by
will or the laws of descent and distribution, for such period as the
Committee shall determine from the date on which the award is granted
(the "Restricted Period"). The Committee may also impose such other
restrictions and conditions on the shares as it deems appropriate
including the satisfaction of performance criteria. Certificates for
shares of stock issued pursuant to Restricted Stock awards shall bear
an appropriate legend referring to such restrictions, and any
<PAGE>
attempt to dispose of any such shares of stock in contravention of
such restrictions shall be null and void and without effect. During
the Restricted Period, such certificates shall be held in escrow by an
escrow agent appointed by the Committee. In determining the Restricted
Period of an award, the Committee may provide that the foregoing
restrictions shall lapse with respect to specified percentages of the
awarded shares on successive anniversaries of the date of such award.
(ii) The Committee may adjust the performance goals to take into
account changes in law and accounting and tax rules and to make such
adjustments as the Committee deems necessary or appropriate to reflect
the inclusion or exclusion of the impact of extraordinary or unusual
items, events or circumstances, provided that no adjustment shall be
made which will result in an increase in the compensation of any
Grantee whose compensation is subject to the limitation on
deductibility under Section 162(m) of the Internal Revenue Code, as
amended, or a successor provision, for the applicable year. The
Committee also may adjust the performance goals by reducing the amount
to be received by any Grantee pursuant to an award if and to the
extent that the Committee deems it appropriate.
(c) Subject to such exceptions as may be determined by the
Committee, if the Grantee's continuous employment with, or performance
of, service for, the Company or any Parent or Subsidiary shall cease
for any reason prior to the expiration of the Restricted Period of an
award, any shares remaining subject to restrictions (after taking into
account the provisions of Subsection (e) of this Section 9) shall be
converted into deferred stock.
(d) During the Restricted Period the Grantee shall possess all
incidents of ownership of such shares, subject to Subsection (b) of
this Section 9, including the right to receive dividends with respect
to such shares and to vote such shares.
(e) The Committee shall have the authority (and the Restricted
Stock Agreement may so provide) to cancel all or any portion of any
outstanding restrictions prior to the expiration of the Restricted
Period with respect to any or all of the shares of Restricted Stock
awarded on such terms and conditions as the Committee shall deem
appropriate.
(f) OTHER STOCK-BASED AWARDS The Committee may grant other awards
under the Plan pursuant to which shares of Ordinary Shares (which may,
but need not, be shares of Restricted Stock pursuant to Section 9
<PAGE>
hereof) are or may in the future be acquired, or awards denominated in
stock units, including ones values using measures other than market
value. The Committee may also grant stock appreciation rights without
the grant of an accompanying option, which rights shall permit the
Grantees to receive, at the time of any exercise of such rights, cash
equal to the amount by which the fair market value of all shares of
Ordinary Shares in respect to which the right was granted exceeds the
exercise price thereof. Such other stock based awards may be granted
alone, in addition to, or in tandem with any award of any typed
granted under the plan and must be consistent with the purposes of the
Plan.
Limitations and Conditions.
(i) In the event that the Company makes an acquisition or is a
party to a merger or consolidation and the Company assumes the options
or other awards consistent with the purpose of this Plan of the
Company acquired, merged or consolidated which are administered
pursuant to this Plan, shares of Ordinary Shares subject to the
assumed options or other awards shall not count as part of the total
number of shares of Ordinary Shares that may be made subject to awards
under this Plan.
(ii) Any shares that have been made subject to an award that
cease to be subject to the award (other than by reason of exercise or
payment of the award to the extent it is settled in shares) shall
again be available for award and shall not be considered as having
been theretofore made subject to award.
(iii) Nothing contained herein shall affect the right of the
Company to terminate any Grantee's employment at any time or for any
reason.
10. Effect of Certain Changes
(a) If there is any change in the shares of Ordinary Shares
through the declaration of stock dividends, recapitalization, stock
splits, or combinations or exchanges of such shares, or other similar
transactions, the number of shares, or other similar transactions, the
number of shares of Ordinary Shares available for awards, the number
of such shares covered by outstanding awards, and the price per share
of Options shall be proportionately adjusted by the Committee to
reflect such change in the issued shares of Ordinary Shares; provided,
however, that any fractional shares resulting from such adjustment
shall be eliminated.
<PAGE>
(b) In the event of the dissolution or liquidation of the Company
or in the event of any corporate separation or division, including,
but not limited to, split-up, split-off or spin-off or in the event of
other similar transactions, the Committee may provide that:
(i) the Grantee of any award hereunder shall have the right
to exercise an Option (at its then Option price) or to receive in
respect of other types of awards the kind and amount of shares of
stock and other securities, property, cash or any combination
thereof receivable upon such dissolution, liquidation, or
corporate separation or division by a Grantee of the number of
shares of Ordinary Shares subject to such award for which such
award might have been exercised or realized immediately prior to
such dissolution, liquidation, or corporate separation or
division; or
(ii) each award granted under the Plan shall terminate as of
a date to be fixed by the Committee and that not less than thirty
(30) days' written notice of the date so fixed shall be given to
each Grantee, who shall have the right, during the period of
thirty (30) days preceding such termination, to exercise or
otherwise realize with respect to such awards all or any part of
the shares of Ordinary Shares and other securities, property,
cash or any combination thereof, covered thereby.
In the event of a proposed sale of all or substantially all of the
assets of the Company or the merger of the Company with or into
another corporation, any award then outstanding shall be assumed or an
equivalent award shall be substituted by such successor corporation or
a parent or subsidiary of such successor corporation, unless such
successor corporation does not agree to assume the award or to
substitute an equivalent award, in which case the Committee shall, in
lieu of such assumption or substitution, provide for the realization
of such outstanding awards in the manner set forth in subsections
10(b)(i) or 10(b)(ii) above.
(c) In the event of a change in the Ordinary Shares of the
Company as presently constituted that is limited to a change of all of
its authorized shares of Ordinary Shares into the same number of
shares with a different par value or without par value, the shares
resulting from any such change shall be deemed to be the Ordinary
Shares within the meaning of the Plan.
(d) Except as herein before expressly provided in this Section
10, the Grantee of an award hereunder shall have no
<PAGE>
rights by reason of any subdivision or consolidation of shares of
stock of any class or the payment of any stock dividend or any other
increase or decrease in the number of shares of stock of any class or
by reason of any dissolution, liquidation, merger, or consolidation or
spin-off of assets or stock of another company; and any issue by the
Company of shares of stock of any class, or securities convertible
into shares of stock of any class, shall not affect, and no adjustment
by reason thereof shall be made with respect to, the number or price
of shares of Ordinary Shares subject to an award. The grant of an
award pursuant to the Plan shall not affect in any way the right or
power of the Company to make adjustments, reclassifications,
reorganizations or changes of its capital or business structures or to
merge or to consolidate or to dissolve, liquidate or sell, or transfer
all or part of its business or assets or engage in any similar
transactions.
11. Surrender and Exchanges of Awards
The Committee may permit the voluntary surrender of all or a portion of any
Option granted under the Plan or any option granted under any other plan,
program or arrangement of the Company or any subsidiary ("Surrendered
Option"), to be conditioned upon the granting to the Grantee of a new
Option for the same number of shares of Ordinary Shares as the Surrendered
Option, or may require such voluntary surrender as a condition precedent to
a grant of a new Option to such Grantee. Subject to the provisions of the
Plan, such new Option may be an Incentive Stock Option or a Nonqualified
Stock Option and shall be exercisable at the price, during such period and
on such other terms and conditions as are specified by the Committee at the
time the new Option is granted. The Committee may also grant Restricted
Shares in exchange for Surrendered Options to any holder of such
Surrendered Option.
12. Period During which Options may be Granted
Awards may be granted pursuant to the Plan from time to time within a
period of ten (10) years from the date the Plan is adopted by the Board, or
the date the Plan is approved by the shareholders of the Company, whichever
is earlier.
13. Nontransferability of Awards
Awards granted under the Plan shall not be transferable otherwise than by
will or by the laws of descent and distribution, other than pursuant to a
valid qualified domestic relations order issued by a court pursuant to
Section 414(p) of the Code, and awards may be exercised or otherwise
realized, during the lifetime of the Grantee, only by the Grantee.
14. Approval of Shareholders
<PAGE>
The Plan shall take effect upon its adoption by the Board but the Plan (and
any grants of awards made prior to the shareholder approval mentioned
herein) shall be subject to the approval of the holder(s) of a majority of
the issued and outstanding shares of voting securities of the Company
entitled to vote, which approval must occur within twelve months of the
date the Plan is adopted by the Board.
15. Agreement by Grantee Regarding Withholding Taxes
If the Committee shall so require, as a condition of exercise of an Option
or other realization of an award, each Grantee shall agree that no later
than the date of exercise or other realization of an award granted
hereunder, the Grantee will pay to the Company or make arrangements
satisfactory to the Committee regarding payment of any federal, state or
local taxes of any kind required by law to be withheld upon the exercise of
an Option or other realization of an award. Alternatively, the Committee
may provide that a Grantee may elect, to the extent permitted or required
by law, to have the Company deduct federal, state and local taxes of any
kind required by law to be withheld upon the exercise of an Option or
realization of any award from any payment of any kind due to the Grantee.
16. Amendment and Termination of the Plan
The Board at any time and from time to time may suspend, terminate, modify
or amend the Plan; provided, however, that any amendment that would
increase the aggregate number of Ordinary Shares as to which awards may be
granted under the Plan or materially increase the benefits accruing to
Grantees under the Plan or change the class of employees eligible for
participation in the Plan or reduce the basis upon which the minimum Option
Price is determined or extend the period within which awards under the Plan
may be granted or provide for an Option that is exercisable more than 10
years after the date it is granted (except in the event of death) shall be
subject to the approval of the holders of a majority of the Ordinary Shares
issued and outstanding, except that any such increase or modification that
may result from adjustments authorized by Section 10 hereof shall not
require such approval. Except as provided in Section 10 hereof, no
suspension, termination, modification or amendment of the Plan may
adversely affect any award previously granted, unless the written consent
of the Grantee is obtained.
17. Rights as a Shareholder
Except as provided in Section 9(d) hereof, a Grantee or a transferee of an
award shall have no rights as a shareholder with respect to any shares
covered by the award until the date of the issuance of a stock certificate
<PAGE>
to him or her for such shares. No adjustment shall be made for dividends
(ordinary or extraordinary, whether in cash, securities or other property)
or distribution of other rights for which the record date is prior to the
date such stock certificate is issued, except as provided in Section 10
hereof.
18. No Rights to Employment
Nothing in the Plan or in any award granted or Agreement entered into
pursuant hereto shall confer upon any Grantee the right to continue in the
employ of the Company or any subsidiary or to be entitled to any
remuneration or benefits not set forth in the Plan or such Agreement or to
interfere with or limit in any way the right of the Company or any such
subsidiary to terminate such Grantee's employment or services. Awards
granted under the Plan shall not be affected by any change in duties or
position of a Grantee as long as such Grantee continues in the employ of
the Company or any subsidiary.
19. Beneficiary
A Grantee may file with the Committee a written designation of a
beneficiary on such form as may be prescribed by the Committee and may,
from time to time, amend or revoke such designation. If no designated
beneficiary survives the Grantee, the executor or administrator of the
Grantee's estate shall be deemed to be the Grantee's beneficiary.
20. Governing Law
The Plan and all determinations made and actions taken pursuant hereto
shall be governed by the laws of the State of New York.
21. Effective Date and Duration of the Plan
This Plan shall be effective on and as of 1/1/98, subject to the approval
of the Plan by the shareholders of the Company, and shall terminate on the
tenth anniversary of such date.
EXHIBIT 5
(Letterhead of Carey Langlois)
Amdocs Limited
Tower Hill House
The Bordage
St. Peter Port
Guernsey
February 23, 2000
Dear Sirs:
RE: REGISTRATION STATEMENT ON FORM S-8
We have acted as counsel to Amdocs Limited, a corporation organised under the
laws of Guernsey, Channel Islands ("the Company"), in connection with the
preparation of its registration statement on Form S-8 ("the Registration
Statement"), filed under the Securities Act of 1933, as amended, relating to the
registration of an additional 6,700,000 of its ordinary shares, L0.01 par value
("the Shares"), issuable upon the exercise of certain stock options granted
under the 1998 Stock Option and Incentive Plan, as amended ("the Plan").
In that connection, we have examined originals, or copies certified or otherwise
identified to our satisfaction, of such documents, corporate records and other
instruments as we have deemed necessary or appropriate for purposes of this
opinion, including the Plan and the Articles of Association and Memorandum of
Association of the Company.
Based upon such examination, we are of opinion that:
1. The Company has been duly organized and is validly existing as a
corporation under the laws of Guernsey, Channel Islands.
2. When issued and sold upon the exercise of options granted or
pursuant to awards made in accordance with the terms of the Plan, as
contemplated by the Registration Statement, each of the Shares will be
validly issued, fully paid and non-assessable.
We express no opinion on any law other than the law of Guernsey.
We hereby consent to the use of this opinion as an exhibit to the Registration
Statement.
Yours faithfully,
/s/ NIGEL CAREY
- ------------------------
N T Carey
EXHIBIT 23.2
Consent of Ernst & Young LLP, Independent Auditors
We consent to the incorporation by reference in the Registration
Statement on Form S-8, pertaining to the 1998 Stock Option and Incentive Plan,
as amended, of our report dated November 4, 1999, with respect to the
consolidated financial statements of Amdocs Limited included in its Annual
Report (Form 20-F) for the year ended September 30, 1999, filed with the
Securities and Exchange Commission on December 7, 1999.
/s/ Ernst & Young LLP
St. Louis, Missouri
March 1, 2000
