As filed with the Securities and Exchange Commission on May 22, 2006
Registration No. 333-111113
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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NICE SYSTEMS LTD.
(Exact Name of Registrant as Specified in Its Charter)
ISRAEL N/A
(State or Other Jurisdiction (I.R.S. Employer Identification Number)
of Incorporation)
8 Hapnina Street
P.O. Box 690
43107 Ra'anana
Israel
(Address of Principal Executive Offices ) (Zip Code)
NICE SYSTEMS LTD.
AMENDED AND RESTATED
1999 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
NICE Systems Inc.
301 Route 17 North
10th Floor
Rutherford, New Jersey 07070
(Name and Address of Agent For Service)
(201) 964-2600
(Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Adam M. Klein, Adv.
Goldfarb, Levy, Eran, Meiri & Co.
2 Weizmann Street
Tel Aviv 64239 Israel
+972-3-608-9999
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DEREGISTRATION OF SECURITIES
This Registration Statement on Form S-8 (Registration No. 333-111113)
of NICE Systems Ltd., an Israeli company (the "Company"), pertaining to the
registration of 1,750,000 ordinary shares, par value NIS 1.00 per share (the
"Ordinary Shares"), issuable to participants in the NICE Systems Ltd. Amended
and Restated 1999 Employee Stock Purchase Plan (the "Plan"), to which this Post
Effective Amendment No. 1 relates, was filed with the United States Securities
and Exchange Commission ("Commission") on December 12, 2003.
At the Company's annual general meeting on September 28, 2005, the
shareholders approved the reallocation of the pool of Ordinary Shares reserved
for issuance under the Plan. As a result, 531,056 Ordinary Shares that were
reserved for issuance under the Plan were transferred to the NICE Systems Ltd.
2003 Stock Option Plan ("2003 Plan"). In addition, the Plan provides for an
annual addition of 250,000 Ordinary Shares. These additional Ordinary Shares
will be transferred to the 2003 Plan each year for the next four years, until
calendar year 2009.
By filing this Post Effective Amendment No. 1 to the Registration
Statement, the Company hereby deregisters 1,531,056 Ordinary Shares that were
previously registered and have not been sold or otherwise issued as of the date
of the filing of this Post-Effective Amendment No. 1. The balance of 218,944
Ordinary Shares, which were reserved for issuance under the Plan, remain
registered under this Registration Statement and 500,000 Ordinary Shares, which
were previously reserved for issuance under the Plan, remain registered on a
Registration Statement on Form S-8 filed with the Commission on November 17,
1999 (File No. 333-11154).
ITEM 8. EXHIBITS
The following exhibit is filed with this Registration Statement
(numbering corresponds to Exhibit Table in Item 601 of Regulation S-K):
4.1 NICE Systems Ltd. Amended and Restated 1999 Employee
Stock Purchase Plan.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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
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,
State of Israel, on the 22nd day of May, 2006.
NICE SYSTEMS LTD.
By: /s/Ran Oz s/Haim Shani
--------- ------------
Ran Oz Haim Shani
Corporate Vice President CEO
and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment No. 1 to the Registration Statement has been signed by the
following persons in the capacities and on the dates identified:
Signature Title Date
* Chairman of the Board of Directors May 22, 2006
---------------
Ron Gutler
* Vice-Chairman of the Board of Directors May 22, 2006
---------------
Joseph Atsmon
/s/Haim Shani Chief Executive Officer (Principal May 22, 2006
---------------- Executive Officer)
Haim Shani
/s/Ran Oz Corporate Vice President and Chief May 22, 2006
--------------- Financial Officer (Principal Financial
Ran Oz Officer and Principal Accounting Officer)
* Director May 22, 2006
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Rimon Ben-Shaoul
* Director May 22, 2006
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Yoseph Dauber
* Director May 22, 2006
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Dan Falk
* Director May 22, 2006
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John Hughes
Director May ___, 2006
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David Kostman
* Director May 22, 2006
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Dr. Leora Meridor
Authorized Representative in the
United States:
NICE SYSTEMS INC.
By: /s/David Ottensoser May 22, 2006
--------------------------
Name: David Ottensoser
Title: Corporate Secretary
*By: /s/ Haim Shani
---------------
Name: Haim Shani
(Attorney-in-Fact)
INDEX TO EXHIBITS
EXHIBIT NO.
DESCRIPTION
4.1 NICE Systems Ltd. Amended and Restated 1999 Employee
Stock Purchase Plan.