Unassociated Document
 
As filed with the U.S. Securities and Exchange Commission on April 24, 2015
 
Registration No.  
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
 
FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
___________________

NICE-SYSTEMS LTD.
(Exact name of issuer of deposited securities as specified in its charter)

Israel
(Jurisdiction of incorporation or organization of issuer)

JPMORGAN CHASE BANK, N.A.
(Exact name of depositary as specified in its charter)

4 New York Plaza, Floor 12, New York, NY, 10004
Telephone (800) 990-1135
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
____________________

Nice Systems Inc.
461 From Road
Paramus, NJ 07652
(866) 999-6423
 (Address, including zip code, and telephone number, including area code, of agent for service)

Copy to:
Scott A. Ziegler, Esq.
Ziegler, Ziegler & Associates LLP
570 Lexington Avenue, 44th Floor
New York, New York  10022
(212) 319-7600
 
It is proposed that this filing become effective under Rule 466
  o
immediately upon filing
  
  o
on (Date) at (Time)
  
 
If a separate registration statement has been filed to register the deposited shares, check the following box. o

CALCULATION OF REGISTRATION FEE
Title of each class of
Securities to be registered
Amount
to be registered
Proposed maximum aggregate price per unit (1)
Proposed maximum
aggregate offering
price (2)
Amount of
registration fee
American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing one ordinary share of NICE-Systems Ltd.
100,000,000
American
Depositary Shares
$0.05
$5,000,000
$581.00
(1)
Each unit represents one American Depositary Share.
(2)
Estimated solely for the purpose of calculating the registration fee.  Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of American Depositary Receipts evidencing American Depositary Shares.
        
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.
 
 
 
 
 
PART I
INFORMATION REQUIRED IN PROSPECTUS
 
The Prospectus consists of the proposed form of American Depositary Receipt (“ADR” or “American Depositary Receipt”) filed herewith as Exhibit A to the Fourth Amended and Restated Deposit Agreement filed as Exhibit (a) to this Registration Statement, which is incorporated herein by reference.
 
CROSS REFERENCE SHEET
 
Item 1.  DESCRIPTION OF SECURITIES TO BE REGISTERED
 
Item Number and Caption
  
Location in Form of Receipt
Filed Herewith as Prospectus
         
1.
Name and address of depositary
  
Introductory Article
       
2.
Title of American Depositary Receipts and identity of deposited securities
  
Face of Receipt, top center
       
 
Terms of Deposit:
    
         
 
(i)
The amount of deposited securities represented by one unit of American Depositary Receipts
  
Face of Receipt, upper right corner
         
 
(ii)
The procedure for voting, if any, the deposited securities
  
Articles 15, 16 and 18
         
 
(iii)
The collection and distribution of dividends
  
Articles 4, 12, 13, 15 and 18
         
 
(iv)
The transmission of notices, reports and proxy soliciting material
  
Articles 11, 15, 16 and 18
         
 
(v)
The sale or exercise of rights
  
Articles 13, 14, 15 and 18
         
 
(vi)
The deposit or sale of securities resulting from dividends, splits or plans of reorganization
  
Articles 12, 13, 15, 17 and 18
         
 
(vii)
Amendment, extension or termination of the deposit agreement
  
Articles 20 and 21
         
 
(viii)
Rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts
  
Article 11
         
 
(ix)
Restrictions upon the right to deposit or withdraw the underlying securities
  
Articles 2, 3, 4, 5, 6, 8 and 22
         
 
(x)
Limitation upon the liability of the depositary
  
Articles 14, 18, 19 and 21
       
3.
Fees and Charges
  
Articles 7 and 8
 
 
 
 
 
Item 2.  AVAILABLE INFORMATION

Item Number and Caption
  
Location in Form of American Depositary  
Receipt Filed Herewith as Prospectus
       
(b)
Statement that NICE-Systems Ltd. is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and, accordingly, files certain reports with the Commission, and that such reports can be inspected by holders of American Depositary Receipts and copied at public reference facilities maintained by the Commission in Washington, D.C.
  
Article 11
 
 
 
 
 
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 3.  EXHIBITS
 
 
(a)
Deposit Agreement. Fourth Amended and Restated Deposit Agreement dated as of               , 2015 among NICE-Systems Ltd., JPMorgan Chase Bank, N.A., as depositary (the "Depositary"), and all owners and holders from time to time of ADRs issued thereunder (the "Deposit Agreement").  Filed herewith as Exhibit (a).

 
(b)
Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby.  Not applicable.
 
 
(c)
Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years.  Not applicable.
 
 
(d)
Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities being registered.  Filed herewith as Exhibit (d).
 
 
(e)
Certification under Rule 466.  Not applicable.
 
 
(f)
Power of Attorney.  Included as part of the signature pages hereto.
 
Item 4.  UNDERTAKINGS
 
 
(a)
The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the American Depositary Receipts, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.
 
 
(b)
If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request.  The Depositary undertakes to notify each registered holder of an American Depositary Receipt thirty days before any change in the fee schedule.
 
 
 
 
 
 
SIGNATURE
 
Pursuant to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A., on behalf of the legal entity created by the Deposit Agreement, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met 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 April 24, 2015.
 
 
Legal entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares
  
       
 
By:
JPMORGAN CHASE BANK, N.A., as Depositary
  
       
 
By:
/s/ Gregory A. Levendis  
  Name: Gregory A. Levendis  
  Title:   Executive Director  
       
 
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, NICE-Systems Ltd. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Ra'anana, State of Israel, on April 24, 2015.
 
     
 
NICE-Systems Ltd.
  By:
 
/s/ Barak Eilam
   
Name: Barak Eilam
   
Title:   Chief Executive Officer
 
  By:
/s/ Sarit Sagiv                                                 
   
Name: Sarit Sagiv
   
Title:   Chief Financial Officer
     
 
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below  constitutes and appoints Barak Eilam and Sarit Sagiv and each of them, with full power to act without the other, as his or her true and lawful attorney-in-fact and agent, each with full and several power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) and supplements to this Registration Statement and any and all related registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents of each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as they or he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
 
 
 
 
 
Under the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
 
Signature
  
Title
Date
       
/s/ David Kostman
 
Chairman of the Board of Directors
April 24, 2015
David Kostman
      
       
/s/ Joseph Atsmon
 
Vice Chairman of the Board of Directors
April 24, 2015
Joseph Atsmon
      
       
/s/ Barak Eilam
 
Chief Executive Officer
April 24, 2015
Barak Eilam
      
       
/s/ Sarit Sagiv
 
Chief Financial Officer
April 24, 2015
Sarit Sagiv
      
       
/s/ Rimon Ben-Shaoul
 
Director
April 24, 2015
Rimon Ben-Shaoul
      
       
/s/ Dan Falk
 
Director
April 24, 2015
Dan Falk
      
       
/s/ Yocheved Dvir
 
Director
April 24, 2015
Yocheved Dvir
      
       
/s/ Shuki Ehrlich
 
Director
April 24, 2015
Shuki Ehrlich
      
       
 
  
Director
, 2015
Leo Apotheker
      
       
/s/ Joe Cowan
 
Director
April 24, 2015
Joe Cowan
      
 
 
 
 

 
SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT
 
Under the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of NICE-Systems Ltd., has signed this Registration Statement in Paramus, New Jersey on April 24, 2015.
 
 
Authorized U.S. Representative
 
NICE Systems, Inc.
     
 
By:
/s/ Jeffrey Levenberg                                 
   
Name: Jeffrey Levenberg
Title: Corporate Secretary
 
 
 
 
 
INDEX TO EXHIBITS

Exhibit Number
    
     
(a)
Form of Deposit Agreement
  
     
(d)
Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities to be registered.