SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
(Exact name of issuer of deposited securities as specified in its charter)
(Translation of issuer's name into English)
(Jurisdiction of incorporation or organization of issuer)
THE BANK OF NEW YORK MELLON
(Exact name of depositary as specified in its charter)
One Wall Street, New York, N.Y. 10286
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
The Bank of New York Mellon
One Wall Street, 29th Floor
New York, New York 10286
(Address, including zip code, and telephone number, including area code, of agent for service)
Peter B. Tisne, Esq.
Emmet, Marvin & Martin, LLP
New York, New York 10271
It is proposed that this filing become effective under Rule 466
[X] immediately upon filing
[ ] on (Date) at (Time).
If a separate registration statement has been filed to register the deposited shares, check the following box. [ ]
CALCULATION OF REGISTRATION FEE
Title of each class
Amount to be registered
Amount of registration fee
American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing Ordinary Shares, par value of NIS 1.00 each, of NICE-Systems Ltd.
100,000,000 American Depositary Shares
For the purpose of this table only the term "unit" is defined as 100 American Depositary Shares.
The prospectus consists of the proposed form of American Depositary Receipt included as Exhibit A to the form of Deposit Agreement filed as Exhibit 1 to this Registration Statement which is incorporated herein by reference.
INFORMATION REQUIRED IN PROSPECTUS
Item - 1.
Description of Securities to be Registered
Cross Reference Sheet
Item Number and Caption
Location in Form of Receipt
1. Name and address of depositary
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 number 15, 16 and 18
(iii) The collection and distribution of dividends
Articles number 4, 12, 13, 15 and 18
(iv) The transmission of notices, reports and proxy soliciting material
Articles number 11, 15, 16, 18 and 22
(v) The sale or exercise of rights
Articles number 13, 14, 15 and 18
(vi) The deposit or sale of securities resulting from dividends, splits or plans of reorganization
Articles number 12, 13, 15, 17 and 18
(vii) Amendment, extension or termination of the deposit agreement
Articles number 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 number 11
(ix) Restrictions upon the right to deposit or withdraw the underlying securities
Articles number 2, 3, 4, 5, 6, 8 and 23
(x) Limitation upon the liability of the depositary
Articles number 14, 18, 19 and 21
3. Fees and Charges
Articles number 7 and 8
Item - 2.
Public reports furnished by issuer
Article number 11
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3.
Form of Deposit Agreement dated as of January 24, 1996, as amended and restated as of July 22, 1997, among NICE-Systems Ltd., The Bank of New York Mellon as Depositary, and all Owners and holders from time to time of American Depositary Receipts issued thereunder. - Filed herewith as Exhibit 1.
Any other agreement to which the Depositary is a party relating to the issuance of the Depositary Shares registered hereby or the custody of the deposited securities represented. - Not Applicable.
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. - See (a) above.
Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. - Filed herewith as Exhibit 4.
Certification under Rule 466. - Filed herewith as Exhibit 5.
Item - 4.
The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the ADRs, 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.
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 ADR thirty days before any change in the fee schedule.
Pursuant to the requirements of the Securities Act of 1933, the registrant 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 February 17, 2009.
Legal entity created by the agreement for the issuance of American Depositary Receipts for Ordinary Shares, Par Value of NIS 1.00 each, of NICE-Systems Ltd.
The Bank of New York Mellon,
By: /s/ Joanne F. DiGiovanni
Name: Joanne F. DiGiovanni
Title: Vice President
Pursuant to the requirements of the Securities Act of 1933, NICE-Systems Ltd. has 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 February 17, 2009.
By: /s/ Haim Shani
By: /s/ Dafna Gruber
Name: Haim Shani
Name: Dafna Gruber
Each person whose signature appears below hereby constitutes and appoints Haim Shani and Dafna Gruber, and each of them severally, his true and lawful attorney-in-fact with power of substitution and resubstitution to sign in his name, place and stead in any and all capacities the Registration Statement and any and all amendments thereto (including post-effective amendments) and any documents in connection therewith, and to file the same with the Securities and Exchange Commission, granting unto each of said attorneys full power to act with or without the other, and full power and authority to do and perform, in his name and on his behalf, every act whatsoever which such attorneys, or any one of them, may deem necessary or desirable to be done in connection therewith as fully and to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on February 17, 2009.
/s/ Ron Gutler
Chairman of the Board of Directors
/s/ Joseph Atsmon
Vice-Chairman of the Board of Directors
/s/ Haim Shani
Chief Executive Officer
(Principal Executive Officer)
/s/ Dafna Gruber
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
/s/ Rimon Ben-Shaoul
/s/ Yoseph Dauber
/s/ Dan Falk
/s/ Yocheved Dvir
Authorized Representative in the United States
By: /s/ David Ottensoser
Name: David Ottensoser
Title: Corporate Secretary
INDEX TO EXHIBITS
Form of Deposit Agreement dated as of January 24, 1996, as amended and restated as of July 22, 1997, among NICE-Systems Ltd., The Bank of New York Mellon as Depositary, and all Owners and holders from time to time of American Depositary Receipts issued thereunder.
Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered.
Certification under Rule 466.