zk1009179.htm
 
As filed with the Securities and Exchange Commission on December 15, 2010
 
Registration No. 333-______________
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________

NICE-SYSTEMS LTD.
(Exact Name of Registrant as Specified in Its Charter)
 
 
 ISRAEL
(State or Other Jurisdiction of Incorporation)
 N/A
(I.R.S. Employer Identification Number)
  
 
8 Hapnina Street
P.O. Box 690
43107 Ra’anana
Israel
(Address of Principal Executive Offices) (Zip Code)

NICE-SYSTEMS LTD.
2008 SHARE INCENTIVE 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, Tzafrir & Co.
2 Weizmann Street
Tel Aviv 64239 Israel
+972-3-608-9999

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
 
Large accelerated filer   
Non-accelerated filer      
þ
o
Accelerated filer      
Smaller reporting company   
o
o
  
 
 
 
 
 
CALCULATION OF REGISTRATION FEE
 
 
 
 
Title of Securities
To Be Registered
  
 
Amount To
Be Registered (2)
    
Proposed Maximum
Offering Price Per
Share
    
Proposed
Maximum
Aggregate Offering
Price
    
Amount of
Registration
Fee
  
Ordinary Shares, par value NIS 1.00 per share (1)
       1,000,000     $ 32.065 (3)   $ 32,065,000     $ 2,286.60  
 
(1)
American Depositary Shares (“ADSs”), evidenced by American Depositary Receipts (“ADRs”), issuable upon deposit of ordinary shares, par value NIS 1.00 per share (“Ordinary Shares”), of NICE-Systems Ltd. (the “Company”) are registered on a separate registration statement.  Each ADS represents one Ordinary Share.

(2)
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers such indeterminate number of Ordinary Shares as may be offered or issued to prevent dilution resulting from stock splits, stock dividends, or similar transactions pursuant to the terms of the NICE-Systems Ltd. 2008 Share Incentive Plan (the “Plan”).

(3)
Estimated in accordance with Rules 457(h)(1) and 457(c) promulgated under the Securities Act, solely for the purpose of calculating the registration fee, based on $32.065, the average of the high and low prices of the ADRs as reported on the Nasdaq Global Select Market on December 10, 2010, a date within 5 business days prior to the filing of this Registration Statement.

 
 
 
 
EXPLANATORY NOTE

This Registration Statement on Form S-8 is filed by the Company and relates to an additional 1,000,000 Ordinary Shares, issuable to participants in the Plan. In accordance with General Instruction E of Form S-8, the contents of the Company's Registration Statement on Form S-8 (File No. 333-153230) filed with the Securities and Exchange Commission (the "Commission") on August 28, 2008 and the Company's Registration Statement on Form S-8 (File No. 333-162110) filed with the Commission on September 24, 2009, are incorporated herein by reference and the information required by Part II is omitted, except as supplemented by the information set forth below. After giving effect to this filing, an aggregate of 5,000,000 Ordinary Shares have been registered for issuance pursuant to the Plan.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
ITEM 8.  EXHIBITS

The following exhibits are filed with or incorporated by reference into this Registration Statement (numbering corresponds to Exhibit Table in Item 601 of Regulation S-K):

 
4.1
Amended and Restated Memorandum of Association of  the Company (an English translation), as amended through December 21, 2006 (previously filed as Exhibit 1.1 to the Company’s Annual Report on Form 20-F filed with the Commission on June 13, 2007, and incorporated herein by reference).

 
4.2
Amended and Restated Articles of Association of the Company, as amended through June 29, 2010 (previously filed as Exhibit 4.2 to the Company’s Registration Statement on Form S-8 (Registration No. 333-168100) filed with the Commission on July 14, 2010, and incorporated herein by reference).

 
4.3
Form of Share Certificate (filed as Exhibit 4.1 to Amendment No. 1 to the Company’s Registration Statement on Form F-1 (Registration No. 333-99640) filed with the Commission on December 29, 1995, and incorporated herein by reference).

 
4.4
NICE-Systems Ltd. 2008 Share Incentive Plan, as amended.
 
 
5 
Opinion of Goldfarb, Levy, Eran, Meiri, Tzafrir & Co.
 
 
23.1 
Consent of Kost, Forer, Gabbay & Kasierer, a member of Ernst & Young Global.
 
 
23.2 
Consent of Goldfarb, Levy, Eran, Meiri, Tzafrir & Co. (included in Exhibit 5).
 
 
24       Power of Attorney (included in signature page of this Registration Statement).
 
 
 
 
 
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 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 14 day of December, 2010.
 
 
NICE SYSTEMS LTD.
  
       
 
By:
/s/ Zeev Bregman /s/ Dafna Gruber 
    Zeev Bregman Dafna Gruber
    President and CEO Corporate Vice President and CFO
 
POWER OF ATTORNEY
 
Know all men by these present, that each individual whose signature appears below constitutes and appoints Zeev Bregman, Dafna Gruber, and each of them, his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him or her and in his or her place and stead, in any and all capacities, to sign any all amendments (including post-effective amendments) to this Registration Statement and to file the same will all exhibits thereto, and all documents in connection therewith, with the Securities and 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 and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby rectifying 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 Securities Act of 1933, as amended, this Registration Statement has been signed by the following person in the capacities and on the dates identified:
 
Signature Title
Date
 
/s/ Ron Gutler 
Ron Gutler
  
Chairman of the Board of Directors
  
December 14, 2010
 
Joseph Atsmon
  
Vice-Chairman of the Board of Directors
  
 
/s/ Zeev Bregman 
Zeev Bregman
  
President and Chief Executive Officer
(Principal Executive Officer)
  
December 14, 2010
 
/s/ Dafna Gruber 
Dafna Gruber
  
Chief Financial Officer
(Principal Financial Officer)
  
December 14, 2010
 
/s/ Rimon Ben-Shaoul 
Rimon Ben-Shaoul
  
Director
  
December 14, 2010
 
/s/ Yoseph Dauber 
Yoseph Dauber
  
Director
  
December 14, 2010
 
/s/ Dan Falk 
Dan Falk
  
Director
  
December 14, 2010
 
/s/ John Hughes 
John Hughes
  
Director
  
December 14, 2010
 
 /s/ Yocheved Dvir 
Yocheved Dvir
Director
  
December 14, 2010
 
David Kostman
  
Director
  
 
Authorized Representative in the United States:
 
NICE-SYSTEMS INC.
    
      December 14, 2010
By:
/s/ David Ottensoser    
  Name: David Ottensoser    
  Title:  Corporate Secretary    
       
 
 
 
 
INDEX TO EXHIBITS
 
EXHIBIT NO . DESCRIPTION  
 4.1
Amended and Restated Memorandum of Association of  the Company (an English translation), as amended through December 21, 2006 (previously filed as Exhibit 1.1 to the Company’s Annual Report on Form 20-F filed with the Commission on June 13, 2007, and incorporated herein by reference).
 4.2
Amended and Restated Articles of Association of the Company, as amended through June 29, 2010 (previously filed as Exhibit 4.2 to the Company’s Registration Statement on Form S-8 (Registration No. 333-168100) filed with the Commission on July 14, 2010, and incorporated herein by reference).
 4.3
Form of Share Certificate (filed as Exhibit 4.1 to Amendment No. 1 to the Company’s Registration Statement on Form F-1 (Registration No. 333-99640) filed with the Commission on December 29, 1995, and incorporated herein by reference).
 4.4
NICE-Systems Ltd. 2008 Share Incentive Plan, as amended.
5
Opinion of Goldfarb, Levy, Eran, Meiri, Tzafrir & Co.
  23.1
Consent of Kost, Forer, Gabbay & Kasierer, a member of Ernst & Young Global.
  23.2
Consent of Goldfarb, Levy, Eran, Meiri, Tzafrir & Co. (included in Exhibit 5).
 24
Power of Attorney (included in signature page of this Registration Statement).