| As filed with the Securities and Exchange Commission on March 12, 2008 |
| Registration No. 333-145996 |
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM F-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
NICE-SYSTEMS LTD.
(Exact name of Registrant as specified in its charter and translation of Registrant’s name into
English)
| Israel | N/A |
| (State or other jurisdiction of | (I.R.S. Employer |
| incorporation or organization) | Identification No.) |
8 Hapnina Street
P.O. Box 690
Ra'anana 43107, Israel
972-9-775-3522
(Address and telephone number of Registrant's principal executive offices)
NICE Systems Inc.
301 Route 17 North
Rutherford, New Jersey 07070
Attention: David Ottensoser
(201) 964-2600
(Name, address and telephone number of agent for service)
with copies to:
| Kenneth L. Henderson, Esq. | Oded Eran, Adv. |
| Gary W. Wolff, Esq. | Adam M. Klein, Adv. |
| Bryan Cave LLP | Goldfarb, Levy, Eran, Meiri & Co. |
| 1290 Avenue of the Americas | 2 Weizmann Street |
| New York, New York 10104 | Tel Aviv 64239, Israel |
| (212) 541-2000 | 972-3-608-9999 |
Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: o
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, 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: o
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: o
If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. x
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o
This Post-Effective Amendment No. 1 relates to the registration statement on Form F-3 (File No. 333-145996) (the “Registration Statement”) of NICE-Systems Ltd. (the “Company”) pertaining to the resale of American Depositary Shares (“ADSs”), each representing one of the Company’s Ordinary Shares, held by selling securityholders listed therein (the “Selling Securityholders”), which was filed with the Securities and Exchange Commission and became effective on September 12, 2007.
The Company’s contractual obligation to maintain the effectiveness of this Registration Statement with respect to the ADSs held by the Selling Securityholders has terminated and the Company wishes to discontinue the effectiveness of the Registration Statement. As a result and pursuant to the Company’s undertaking in Item 10 of Part II of this Registration Statement, the Company hereby withdraws this Registration Statement, including all amendments, prospectus supplements and exhibits thereto, with respect to the unsold portion of securities registered in the Registration Statement.
Pursuant to the requirements of the Securities Act of 1933, as amended, NICE-SYSTEMS LTD. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Ra’anana, Israel on March 12, 2008.
| NICE-SYSTEMS LTD. By: /s/ Haim Shani —————————————— Haim Shani Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Name |
Title(s) |
Date |
| * | Chairman of the Board of Directors | March 12, 2008 |
| Ron Gutler | ||
| /s/ Haim Shani | Chief Executive Officer | March 12, 2008 |
| Haim Shani | (Principal Executive Officer) | |
| /s/ Dafna Gruber | Corporate Vice President and | March 12, 2008 |
| Dafna Gruber | Chief Financial Officer | |
| (Principal Financial Officer and | ||
| Principal Accounting Officer) | ||
| * | Vice-Chairman of the Board of Directors | March 12, 2008 |
| Joseph Atsmon | ||
| * | Director | March 12, 2008 |
| Rimon Ben-Shaoul | ||
| * | Director | March 12, 2008 |
| Yoseph Dauber | ||
| * | Director | March 12, 2008 |
| Dan Falk | ||
| Director | ||
| John Hughes | ||
Director | ||
| Yocheved Dvir | ||
| * By: /s/ Haim Shani | ||
| Haim Shani | ||
| Attorney-in-Fact |
| Authorized Representative in the United States: NICE SYSTEMS INC. By: /s/ David Ottensoser —————————————— David Ottensoser Corporate Secretary |
March 12, 2008 |