SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of December, 2003.
Commission File Number: 1-14840
AMDOCS LIMITED
Suite 5, Tower Hill House Le Bordage
St. Peter Port, Island Of Guernsey, GY1 3QT Channel Islands
Amdocs, Inc.
1390 Timberlake Manor Parkway, Chesterfield, Missouri, 63017
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F:
FORM 20-F X FORM 40-F
___ ___
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
Yes No X
___ ___
AMDOCS LIMITED
(AMDOCS LOGO)
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON THURSDAY, JANUARY 22, 2004
To the Shareholders:
The annual General Meeting of Shareholders of Amdocs Limited will be held
at 10:00 A.M., local time, on Thursday, January 22, 2004, at the Drake Swissotel
New York, 440 Park Avenue, New York, New York 10022, for the following purposes:
1. To elect twelve (12) directors to serve until the next annual
general meeting of shareholders or until their earlier resignation
or removal or successors are elected and qualified.
2. To approve our Consolidated Financial Statements for the fiscal year
ended September 30, 2003.
3. To approve an amendment to our 1998 Stock Option and Incentive Plan,
as amended, to increase by 6 million shares the number of ordinary
shares available for issuance and to eliminate the Company's ability
to conduct option repricing programs in which options are
surrendered to the Company in exchange for new options and/or
restricted stock.
4. To ratify and approve the appointment of Ernst & Young LLP as our
independent auditors for the fiscal year ending September 30, 2004,
and until the next annual general meeting, and to authorize the
Audit Committee of the Board of Directors to fix the remuneration of
such independent auditors in accordance with the nature and extent
of their services.
5. To transact such other business as may properly come before the
General Meeting.
The Board of Directors has fixed the close of business on November 28, 2003
as the record date for the determination of our shareholders entitled to notice
of, and to vote on the matters proposed at, the General Meeting and any
adjournments thereof.
YOUR VOTE IS IMPORTANT
ALL SHAREHOLDERS OF AMDOCS (WHETHER THEY EXPECT TO ATTEND THE GENERAL MEETING OR
NOT) ARE REQUESTED TO COMPLETE, SIGN, DATE AND RETURN PROMPTLY THE PROXY CARD
ENCLOSED WITH THIS NOTICE. IF YOU EXECUTE A PROXY, YOU STILL MAY ATTEND THE
GENERAL MEETING AND VOTE IN PERSON.
By Order of the Board of Directors
-s- Thomas G. O'Brien
THOMAS G. O'BRIEN
Secretary
December 17, 2003
---------------------
A proxy card and the Annual Report for the
fiscal year ended September 30, 2003 are enclosed.
AMDOCS LIMITED
PROXY STATEMENT
ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON THURSDAY, JANUARY 22, 2004
References in this Proxy Statement to "Amdocs", "we", "our", "us" and the
"Company" refer to Amdocs Limited and its consolidated subsidiaries and their
respective predecessors.
This Proxy Statement and the accompanying proxy are being furnished to
shareholders of Amdocs Limited, a corporation organized under the laws of the
Island of Guernsey, in connection with the solicitation by its Board of
Directors of proxies from holders of its outstanding voting ordinary shares, par
value L0.01 per share ("Ordinary Shares"), for use at the annual general meeting
of shareholders to be held at 10:00 A.M., local time, on Thursday, January 22,
2004, at the Drake Swissotel New York, 440 Park Avenue, New York, New York
10022, or at any adjournments thereof (the "General Meeting").
This Proxy Statement and the accompanying proxy, together with a copy of
our Annual Report to shareholders, are first being mailed or delivered to our
shareholders on or about December 18, 2003.
At the General Meeting, the holders of our Ordinary Shares as of the close
of business on November 28, 2003 (the "Record Date") will be asked to take the
following actions (each, an "Ordinary Resolution"):
- Elect twelve (12) directors to serve until the next annual general
meeting of shareholders or until their earlier resignation or removal or
successors are elected and qualified (Proposal I);
- Approve our Consolidated Financial Statements for the fiscal year ended
September 30, 2003 (Proposal II);
- Approve an amendment to our 1998 Stock Option and Incentive Plan, as
amended (the "1998 Plan"), to increase by 6 million shares the number of
Ordinary Shares available for issuance and to eliminate the Company's
ability to conduct option repricing programs in which options are
surrendered to the Company in exchange for new options and/or restricted
stock (Proposal III); and
- Ratify and approve the appointment of Ernst & Young LLP as our
independent auditors for the fiscal year ending September 30, 2004, and
until the next annual general meeting, and authorize the Audit Committee
of the Board of Directors to fix the remuneration of such independent
auditors in accordance with the nature and extent of their services
(Proposal IV).
The proxy confers discretionary authority with respect to any amendments or
modifications of proposals that properly may be brought before the General
Meeting. As of the date hereof, we are not aware of any such amendments or
modifications or other matters to be presented for action at the General
Meeting. However, if any other matters properly come before the General Meeting,
the proxies solicited hereby will be exercised on such matters in accordance
with the reasonable judgment of the proxyholders.
As of the Record Date, Amdocs had outstanding 216,098,335 Ordinary Shares.
Each Ordinary Share is entitled to one vote on all matters presented at the
General Meeting. Only holders of record of Ordinary Shares at the close of
business on the Record Date are entitled to notice of and to vote at the General
Meeting. Votes cast in person or by proxy at the General Meeting will be
tabulated by the inspector of elections appointed for the General Meeting who
will also determine whether a quorum is present for the transaction of business.
The holders of a majority of the outstanding Ordinary Shares entitled to vote at
the General Meeting shall constitute a quorum for purposes of the General
Meeting.
Approval of Proposals I, II and IV requires the affirmative vote of a
majority of the Ordinary Shares represented in person or by proxy at the General
Meeting. Approval of Proposal III, the amendment of the 1998 Plan, requires the
affirmative vote of a majority of the Ordinary Shares issued and outstanding.
The enclosed proxy provides that each shareholder may specify that his, her
or its Ordinary Shares be voted "for", "against" or "abstain" from voting with
respect to each of the proposals. If the enclosed proxy is properly executed,
duly returned to us in time for the General Meeting and not revoked, your
Ordinary Shares will be voted in accordance with the instructions contained
thereon. Where a signed proxy is returned, but no specific instructions are
indicated, your Ordinary Shares will be voted FOR each of the proposals.
Proxies will not be counted as voting in respect of any matter as to which
abstention is indicated, but abstentions will be counted as Ordinary Shares that
are present for purposes of determining whether a quorum is present at the
General Meeting. Nominees who are members of the New York Stock Exchange, Inc.
("NYSE") and who, as brokers, hold Ordinary Shares in "street name" for
customers have, by NYSE rules, the authority to vote on certain items in the
absence of instructions from their customers, the beneficial owners of the
Ordinary Shares. If such nominees or brokers indicate that they do not have
authority to vote shares as to a particular matter ("Broker Non-Votes"), we will
not count those votes in favor of such matter. Broker Non-Votes will be counted
as Ordinary Shares that are present for purposes of determining whether a quorum
is present.
Any shareholder giving a proxy may revoke it at any time before it is
exercised at the General Meeting by:
- Filing with our Secretary, in care of our principal United States
subsidiary, Amdocs, Inc. (at the address that appears on the last page of
this Proxy Statement), written notice of such revocation bearing a later
date than the proxy or a subsequent proxy relating to the same Ordinary
Shares, provided that such proxy or subsequent proxy shall be deposited
at such address at least forty-eight (48) hours before the scheduled
General Meeting or adjournment thereof, as the case may be; or
- Attending the General Meeting and voting in person (although attendance
at the General Meeting will not in and of itself constitute revocation of
a proxy).
IMPORTANT
WHETHER OR NOT YOU ATTEND THE GENERAL MEETING, YOUR VOTE IS IMPORTANT.
ACCORDINGLY, YOU ARE ASKED TO SIGN AND RETURN THE ACCOMPANYING PROXY REGARDLESS
OF THE NUMBER OF ORDINARY SHARES YOU OWN. ORDINARY SHARES CAN BE VOTED AT THE
GENERAL MEETING ONLY IF THE HOLDER IS PRESENT OR REPRESENTED BY PROXY.
2
PROPOSAL I
ELECTION OF DIRECTORS
The entire Board of Directors of the Company is comprised of thirteen
directors. Currently, twelve individuals are serving as directors, and we have
one vacancy on our Board. As set forth below, the Board of Directors has
nominated twelve individuals as nominees for election as directors at the
General Meeting, all of whom are incumbent directors. As permitted by our
Articles of Association, the remaining vacancy may be filled by the Board
following the General Meeting. Each director elected at the General Meeting, and
any new director appointed by the Board to fill a vacancy, will serve until the
next annual general meeting of shareholders or until his earlier resignation or
removal or a successor is elected and qualified.
Ordinary Shares represented by proxies returned duly executed will be
voted, unless otherwise specified, in favor of the twelve nominees for the Board
of Directors named below. If any (or all) of such persons should be unable to
serve, the persons named in the enclosed proxy will vote the shares covered
thereby for such substitute nominee (or nominees) as the Board of Directors may
select. The Board of Directors has no reason to believe that any such nominee
will be unable or unwilling to serve.
Set forth below are the names and ages of the nominees for director, the
principal occupations of each nominee currently and for at least the past five
years, and the year in which he became a director of Amdocs.
NAME AGE
---- ---
Bruce K. Anderson 63 Mr. Anderson has been Chairman of the Board of Directors of
Amdocs since September 1997 and currently holds the title of
President of our holding company, Amdocs Limited. Since
August 1978, Mr. Anderson has been a general partner of
Welsh, Carson, Anderson & Stowe ("WCAS"), an investment firm
that specializes in the acquisition of companies in the
information services, communications and healthcare
industries. Until September 2003, investment partnerships
affiliated with WCAS had been among our largest
shareholders. Mr. Anderson served for nine years with
Automated Data Processing, Inc. ("ADP") until his
resignation as Executive Vice President and a director of
ADP, and as President of ADP International, effective August
1978. Mr. Anderson also serves on the boards of Alliance
Data Systems, Inc., a publicly held company, and Headstrong,
Inc.
Avinoam Naor 55 Mr. Naor has been a director of Amdocs since January 1999
and currently holds the title of Vice Chairman of the Board
of Directors. Mr. Naor was a member of the team that founded
Amdocs in 1982, initially serving as a Senior Vice
President. He was appointed President and Chief Executive
Officer of Amdocs Management Limited in 1995 and he held
that position until July 2002. In 1998, he led our initial
public offering, and while he was Chief Executive Officer of
Amdocs Management Limited, he directed our major
acquisitions and secondary offerings. Mr. Naor has been
involved with software development for 29 years.
Adrian Gardner 41 Mr. Gardner has been a director of Amdocs since April 1998
and is Chairman of the Audit Committee. Mr. Gardner is the
Chief Financial Officer and a director of Strakan Group,
Ltd., a pharmaceuticals company based in the United Kingdom,
which he joined in April 2002. Prior to joining Strakan, he
was a Managing Director of Lazard LLC, based in London,
where he worked with technology- and telecommunications-
related companies. Prior to joining Lazard in 1989, Mr.
Gardner qualified as a chartered accountant with Price
Waterhouse (now PricewaterhouseCoopers). Mr. Gardner is a
member of the Institute of Chartered Accountants in England
& Wales.
3
NAME AGE
---- ---
Dov Baharav 53 Mr. Baharav has been a director of Amdocs and the President
and Chief Executive Officer of Amdocs Management Limited
since July 2002. Mr. Baharav has overall coordination
responsibilities for the operations and activities of our
operating subsidiaries. In 1991, Mr. Baharav joined Amdocs
Inc., our principal U.S. subsidiary, serving as its Vice
President and then President in St. Louis, Missouri until
1995. From 1995 until July 2002, Mr. Baharav was a Senior
Vice President and the Chief Financial Officer of Amdocs
Management Limited. Prior to joining Amdocs, Mr. Baharav
served as Chief Operating Officer of Optrotech Ltd., a
publicly held company that develops, manufactures and
markets electro-optical devices.
Julian A. Brodsky 70 Mr. Brodsky has been a director of Amdocs since July 2003.
Mr. Brodsky has served as a director and as Vice Chairman of
Comcast Corporation for more than five years. Prior to
November 2002, he served as a director and Vice Chairman of
Comcast Holdings for more than five years. Mr. Brodsky is
also Chairman of Comcast Interactive Capital, LP, a venture
fund affiliated with Comcast. He is also a director of RBB
Fund, Inc.
Charles E. Foster 67 Mr. Foster has been a director of Amdocs since December
2001. He was Chairman of the Board of Prodigy Communications
Corporation from June until November 2001. From April 1997
until June 2001, Mr. Foster served as Group President of SBC
Communications, Inc. ("SBC"), where he was responsible, at
various times, for engineering, network, centralized
services, marketing and operations, information systems,
procurement, treasury, international operations, wireless
services, merger integration, real estate, yellow pages and
cable TV operations. SBC International Inc. ("SBCI"), a
wholly owned subsidiary of SBC, is one of our largest
shareholders. SBC, together with its affiliates, is a
significant customer of ours. Mr. Foster is a member of the
Texas Society of Professional Engineers and a director of
Storage Technology Corporation, a publicly-traded company
engaged in the manufacture of products for storing digital
data.
Eli Gelman 45 Mr. Gelman has been a director of Amdocs since July 2002 and
is the Executive Vice President of Amdocs Management
Limited, where he has responsibility for sales, strategic
alliances and corporate and business development. He has
more than 26 years of experience in the software industry,
including more than 15 years with Amdocs. Prior to his
current position, he was a Division President, where he
headed our United States sales and marketing operations and
helped spearhead our entry into the Customer Care and
Billing Systems ("CC&B Systems") market. Before that, Mr.
Gelman was an account manager for our major European and
North American installations, and led several major software
development projects. Before joining Amdocs, Mr. Gelman was
involved in the development of real-time software systems
for communications networks.
James S. Kahan 56 Mr. Kahan has been a director of Amdocs since April 1998. He
has worked at SBC since 1983, and currently serves as a
Senior Executive Vice President, a position he has held
since 1992. SBCI, a wholly owned subsidiary of SBC, is one
of our largest shareholders. SBC, together with its
subsidiaries, is a significant customer of ours. Prior to
joining SBC, Mr. Kahan held various positions at several
telecommunications companies, including Western Electric,
Bell Laboratories, South Central Bell and AT&T.
4
NAME AGE
---- ---
Nehemia Lemelbaum 61 Mr. Lemelbaum has been a director of Amdocs since December
2001 and is a Senior Vice President of Amdocs Management
Limited. He joined Amdocs in 1985, with initial
responsibility for our U.S. operations. Mr. Lemelbaum led
our development of graphic products for the yellow pages
industry and later led our development of CC&B Systems, as
well as our penetration into the CC&B Systems market. Prior
to joining Amdocs, he served for nine years with Contahal
Ltd., a leading Israeli software company, first as a senior
consultant, and later as Managing Director. From 1967 to
1976, Mr. Lemelbaum was employed by the Ministry of
Communications of Israel (the organization that predated
Bezeq, the Israel Telecommunication Corp. Ltd.), with
responsibility for computer technology in the area of
business data processing.
John T. McLennan 58 Mr. McLennan has been a director of Amdocs since November
1999. Since May 2000, he has served as Vice-Chair and Chief
Executive Officer of Allstream (formerly AT&T Canada). Mr.
McLennan founded and was the President of Jenmark Consulting
Inc. from 1997 until May 2000. From 1993 to 1997, Mr.
McLennan served as the President and Chief Executive Officer
of Bell Canada. Prior to that, he held various positions at
several telecommunications companies, including BCE Mobile
Communications and Cantel Inc. Mr. McLennan is also a
director of Allstream, Hummingbird Ltd., a Canadian publicly
held company engaged in the production of enterprise
management software, and of several other private software
and communication companies.
Robert A. Minicucci 51 Mr. Minicucci has been a director of Amdocs since September
1997 and currently holds the title of Vice President of our
holding company, Amdocs Limited. He has been a general
partner of WCAS since 1993. From 1992 to 1993, Mr. Minicucci
served as Senior Vice President and Chief Financial Officer
of First Data Corporation, a provider of information
processing and related services for credit card and other
payment transactions. From 1991 to 1992, he served as Senior
Vice President and Treasurer of the American Express
Company. He served for twelve years with Lehman Brothers
(and its predecessors) until his resignation as a Managing
Director in 1991. Mr. Minicucci is also a director of
Alliance Data Systems, Inc., a publicly held company, and
several private companies.
Mario Segal 56 Mr. Segal has been a director of Amdocs since December 2001
and served as a Senior Vice President and the Chief
Operating Officer of Amdocs Management Limited until July
2002. He joined Amdocs in 1984 as Senior Vice President and
was a leading member of the team that developed the
ADS(TM)(NG)/Family of Products directory automation systems
and the Amdocs CC&B Systems platform. Prior to joining
Amdocs, Mr. Segal was an account manager for a major North
American yellow pages publisher. Prior to that, he managed
the computer department of a major Israeli insurance
company, leading large-scale software development projects
and strategic planning of automation systems.
BOARD COMMITTEES
Our Board of Directors has formed three committees set forth below. Members
of each committee are appointed by the Board of Directors.
Executive Committee. The Executive Committee acts from time to time
instead of the full Board of Directors and has such responsibilities as may be
delegated to it by the Board of Directors. The current members of the Executive
Committee are Bruce K. Anderson (Chair), Avinoam Naor, Dov Baharav, James S.
Kahan and Robert A. Minicucci.
5
Audit Committee. The Audit Committee reviews, acts on and reports to the
Board of Directors with respect to various auditing and accounting matters,
including the selection of our auditors, the scope of the annual audits, fees to
be paid to the auditors, the performance of our independent auditors and our
accounting practices. The current members of the Audit Committee are Adrian
Gardner (Chair), Charles E. Foster and John T. McLennan, all of whom are
independent directors, as required by the rules of the NYSE.
Compensation Committee. The Compensation Committee determines the salaries
and incentive compensation of the officers of Amdocs and our subsidiaries and
provides recommendations for the salaries and incentive compensation of other
employees and certain consultants. The Compensation Committee also administers
various compensation, stock and benefit plans of Amdocs. The current members of
the Compensation Committee are Bruce K. Anderson (Chair), Avinoam Naor, Dov
Baharav, James S. Kahan and Robert A. Minicucci. None of the members of the
Committee was an employee of Amdocs or its subsidiaries at any time during
fiscal 2003, except for Mr. Baharav. Mr. Baharav does not participate in any
discussions relating to his own compensation.
BOARD AND COMMITTEE MEETINGS
During the past fiscal year, the Board of Directors held five meetings and
took numerous other actions by unanimous written consent in lieu of formal
meetings. In addition, the Executive Committee held seven meetings, the
Compensation Committee held four meetings and the Audit Committee held five
meetings in the 2003 fiscal year. The Board of Directors does not have a
standing nominating committee.
COMPENSATION OF DIRECTORS
As of October 31, 2003, our directors who are not employees of the Company
("Non-Employee Directors") receive compensation for their services as directors
in the form of cash and options to purchase Ordinary Shares. Each Non-Employee
director receives an annual cash payment of $30,000. Each of our Non-Employee
Directors also receives an initial option grant for the purchase of 10,000
Ordinary Shares. Thereafter, Non-Employee Directors receive an annual option
grant for the purchase of 5,000 Ordinary Shares, except for Non-Employee
Directors that are members of our Audit Committee, who receive an annual option
grant for the purchase of 6,000 Ordinary Shares. All option grants to our
Non-Employee Directors vest as to one-quarter of the shares immediately, with
the remainder vesting annually in three equal installments. Each Non-Employee
Director receives $1,500 per meeting of the Board of Directors and $1,000 per
meeting of a committee of the Board of Directors, except for Non-Employee
Directors that are members of our Audit Committee, who receive $2,000 per
meeting of the Audit Committee. We reimburse all of our directors for their
reasonable travel expenses incurred in connection with attending Board or
committee meetings. During the 2003 fiscal year, we granted to five Non-Employee
Directors options to purchase an aggregate of 51,000 Ordinary Shares. In
addition, to recognize significant contributions to Amdocs over the years, we
granted to three Non-Employee Directors options to purchase an aggregate of
159,000 Ordinary Shares.
It is proposed that the following Ordinary Resolution be adopted at the
General Meeting:
"RESOLVED, that Bruce K. Anderson, Avinoam Naor, Adrian Gardner, Dov
Baharav, Julian A. Brodsky, Charles E. Foster, Eli Gelman, James S. Kahan,
Nehemia Lemelbaum, John T. McLennan, Robert A. Minicucci and Mario Segal be, and
each hereby is, elected to serve as a director of the Company until the next
annual general meeting of shareholders or until his earlier resignation or
removal or until his respective successor is elected and qualified."
REQUIRED AFFIRMATIVE VOTE
The affirmative vote of a majority of the Ordinary Shares represented in
person or by proxy at the General Meeting is necessary for the approval of the
Ordinary Resolution to elect the nominees named above.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE
DIRECTOR NOMINEES NAMED ABOVE.
6
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth specified information with respect to the
beneficial ownership of our Ordinary Shares as of November 28, 2003 of (i) any
person known by us to be the beneficial owner of more than 5% of our outstanding
Ordinary Shares and (ii) all of our directors and executive officers as a group.
All percentages are based on 216,098,335 Ordinary Shares outstanding as of
November 28, 2003. Except as noted below, each holder has sole voting and
investment power with respect to all shares listed as owned by that holder.
SHARES BENEFICIALLY PERCENTAGE
NAME AND ADDRESS OWNED OWNERSHIP
---------------- ------------------- ----------
SBC Communications, Inc.(1)................................ 20,297,698 9.4%
MFS Investment Management(2)............................... 17,225,000 8.0%
All directors and executive officers as a group (18
persons)(3).............................................. 33,465,836 15.4%
---------------
(1) The address of SBC Communications, Inc. ("SBC") is 175 East Houston, San
Antonio, Texas 78205. Based upon information provided to us by SBC, SBCI, a
wholly owned subsidiary of SBC, holds 7,551,875 of our Ordinary shares, and
SBC Option Delivery LLC, a majority-owned subsidiary of SBCI, holds
12,745,823 of our Ordinary shares. James S. Kahan, Senior Executive Vice
President of SBC, serves on our Board of Directors.
(2) Based on a third-party report obtained by the Company regarding share
ownership by institutional investors, MFS Investment Management Co. ("MFS")
owned 17,225,000 shares at November 25, 2003. The address of MFS is 500
Boylston Street, 15th Floor, Boston, Massachusetts 02116.
(3) Includes ordinary shares held by SBC. See footnote 1 above. Mr. Kahan,
Senior Executive Vice President of SBC, serves on the Company's Board of
Directors and, accordingly, may be deemed to be the beneficial owner of the
Ordinary Shares held by SBC. Mr. Kahan disclaims beneficial ownership of
such shares. Also includes options granted to such directors and executive
officers of the Company, which are exercisable within 60 days of November
28, 2003.
7
PROPOSAL II
APPROVAL OF OUR CONSOLIDATED FINANCIAL STATEMENTS
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2003
Our Annual Report for the fiscal year ended September 30, 2003 is being
mailed to our shareholders together with this Proxy Statement. Our Consolidated
Financial Statements for the fiscal year ended September 30, 2003 are included
in such report. At the General Meeting, we will review the Operating and
Financial Review and Prospects section of our Annual Report and will answer
appropriate questions related thereto.
It is proposed that the following Ordinary Resolution be adopted at the
General Meeting:
"RESOLVED, that the Consolidated Financial Statements of the Company for
the fiscal year ended September 30, 2003 be, and the same hereby are, approved."
REQUIRED AFFIRMATIVE VOTE
The affirmative vote of a majority of the Ordinary Shares represented in
person or by proxy at the General Meeting is necessary for the approval of the
Ordinary Resolution to approve the Consolidated Financial Statements.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE
APPROVAL OF OUR CONSOLIDATED FINANCIAL STATEMENTS.
8
PROPOSAL III
AMENDMENT TO 1998 STOCK OPTION AND INCENTIVE PLAN
The Board of Directors has approved and recommends to the shareholders that
they approve an amendment (the "Amendment") to the 1998 Plan in order to:
- increase the number of Ordinary Shares available for grant under the 1998
Plan from 32,300,000 Ordinary Shares to 38,300,000 Ordinary Shares, an
increase of 6,000,000 Ordinary Shares (the "New Option Shares"), and
- eliminate the Company's ability to conduct option repricing programs
under the 1998 Plan, in which options are surrendered to the Company in
exchange for new options and/or restricted stock.
The 1998 Plan was adopted in January 1998 and options may not be granted
after the tenth anniversary of its adoption. The 1998 Plan provides for the
grant and/or award by Amdocs of options or restricted shares to the officers,
directors, employees or consultants of Amdocs or any of our subsidiaries. The
1998 Plan is administered by the Compensation Committee of the Board of
Directors.
The 1998 Plan was last amended in January 2001. At that time, the
shareholders approved an amendment to increase the number of shares reserved for
issuance pursuant to the 1998 Plan to 32,300,000 Ordinary Shares. The Company
has not sought to increase the number of shares reserved for issuance pursuant
to the 1998 Plan in the last three years. As of November 28, 2003, of the
32,300,000 Ordinary Shares reserved for issuance pursuant to the 1998 Plan:
25,115,208 Ordinary Shares were reserved for issuance pursuant to
outstanding option grants;
3,341,837 Ordinary Shares had been issued as a result of option exercises;
and
3,842,955 Ordinary Shares remained available for future grants.
Based on 216,098,335 Ordinary Shares outstanding as of November 28, 2003,
the number of shares reserved for issuance pursuant to outstanding option grants
and the number of shares available for future grants represented approximately
11.8% of our shares outstanding on a fully-diluted basis, assuming all shares
reserved for issuance pursuant to outstanding option grants and all shares
available for future grants were issued and outstanding. Our proposal to
increase the number of shares subject to the 1998 Plan by 6 million, to
38,300,000 shares, would result in the 1998 Plan representing approximately
13.9% of our shares outstanding on a fully diluted basis, assuming all shares
reserved for issuance pursuant to outstanding option grants, all shares
currently available for future grants and the 6 million New Option Shares were
issued and outstanding. The Amendment would result in an aggregate of 9,842,955
Ordinary Shares being available for issuance pursuant to new option grants, plus
any shares that may become available for future grants as a result of options
that expire or otherwise terminate prior to exercise.
During the fiscal year ended September 30, 2003, the closing price of our
Ordinary Shares on the NYSE ranged from a low of $5.95 to a high of $26.95. As
of December 12, 2003, the closing price of our Ordinary Shares was $26.20. Of
the options to purchase 25,115,208 Ordinary Shares that were outstanding as of
November 28, 2003, options to purchase 14,089,512 Ordinary Shares were at an
exercise price of $26.20 or greater. These options with an exercise price
greater than the current trading price of the Ordinary Shares, so-called
"underwater" options, represented approximately 56.1% of the Ordinary Shares
reserved for issuance pursuant to outstanding option grants.
The 1998 Plan currently provides that the Company may use shares authorized
for issuance under the 1998 Plan to conduct option repricing programs, such that
the Company may issue new options, restricted stock or other awards in exchange
for "underwater" options. The Amendment would eliminate this provision from the
1998 Plan and thus restrict the Company from issuing shares available for grant
under the 1998 Plan in exchange for "underwater" options.
The Board of Directors has determined that the Amendment is in the best
interests of Amdocs and its shareholders. The Board of Directors considers
grants of options and/or awards to be an effective method to
9
attract and to retain employees and others and that the availability of Ordinary
Shares for future grants under the 1998 Plan is important to the business
prospects and operations of Amdocs. The New Option Shares will assist the
Company in attracting and hiring new officers, directors, employees and
consultants and will facilitate potential future acquisitions and combination
transactions. The New Option Shares will also assist the Company in retaining
key employees and encouraging long-term performance and productivity among the
Company's employees. The Board of Directors believes that after giving effect to
this increase to the 1998 Plan, the Company will have sufficient options
available for grant to our employees and others for at least the next several
years.
The Board of Directors also believes that the benefit of the New Option
Shares to Amdocs and its shareholders will be enhanced if the 1998 Plan is
amended to eliminate the option repricing provision. The Board of Directors
believes that New Option Shares will provide a greater benefit if issued
pursuant to new grants of options or awards, and not in connection with an
option repricing program that involves the exchange of "underwater" options for
new options and/or restricted stock.
It is proposed that the following Ordinary Resolution be adopted at the
General Meeting:
"RESOLVED, that the Amdocs Limited 1998 Stock Option and Incentive Plan, as
amended (the "Plan"), be, and hereby is, amended as follows:
1. In order to increase the number of Ordinary Shares authorized for
issuance under the Plan by 6,000,000 Ordinary Shares, the first paragraph of
Section 5 of the Plan, "Ordinary Shares," is hereby deleted in its entirety and
replaced with the following:
"The maximum number of Ordinary Shares reserved for grant of awards
under the Plan shall be 38,300,000. Such shares may, in whole or in part,
be authorized but unissued shares. The foregoing numbers of shares may be
increased or decreased by the events set forth in Section 10 hereof."
2. In order to eliminate the Company's ability to conduct option repricing
programs under the Plan, in which options are surrendered to the Company in
exchange for new options and/or restricted stock, Section 11 of the Plan,
"Surrender and Exchanges of Awards," is hereby deleted in its entirety and
replaced with the following:
"[RESERVED]"
REQUIRED AFFIRMATIVE VOTE
The affirmative vote of a majority of the Ordinary Shares issued and
outstanding as of the record date is necessary for the approval of the Ordinary
Resolution to approve the amendment to the 1998 Plan.
THE BOARD OF DIRECTORS BELIEVES THAT THE PROPOSAL IS IN THE BEST INTERESTS
OF AMDOCS AND ITS SHAREHOLDERS AND RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR"
THE AMENDMENT TO THE 1998 PLAN.
10
PROPOSAL IV
RATIFICATION AND APPROVAL OF INDEPENDENT AUDITORS
The Audit Committee of the Board of Directors has selected the firm of
Ernst & Young LLP to continue to serve as our independent auditors for the
fiscal year ending September 30, 2004 and until the next annual general meeting,
and the Audit Committee recommends to the shareholders that they (i) ratify and
approve such selection, and (ii) authorize the Audit Committee of the Board of
Directors to fix the remuneration of such auditors. Ernst & Young LLP audited
Amdocs' books and accounts for the fiscal year ended September 30, 2003 and has
served as our independent auditor since 1996. One or more representatives of
Ernst & Young LLP are expected to be present at the General Meeting, will have
an opportunity to make a statement if he or she so desires and will be available
to respond to appropriate questions.
It is proposed that the following Ordinary Resolution be adopted at the
General Meeting:
"RESOLVED, that (i) the appointment of Ernst & Young LLP as the Company's
independent auditors for the fiscal year ending September 30, 2004 and until the
Company's next annual general meeting be, and it hereby is, ratified and
approved, and (ii) the Audit Committee of the Board of Directors be, and it
hereby is, authorized to fix the remuneration of such independent auditors in
accordance with the nature and extent of their services."
REQUIRED AFFIRMATIVE VOTE
The affirmative vote of a majority of the Ordinary Shares represented in
person or by proxy at the General Meeting is necessary for the approval of the
Ordinary Resolution to ratify and approve the appointment of Ernst & Young LLP
and the authorization of the Audit Committee of the Board of Directors to fix
their remuneration.
THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS AND THE BOARD OF DIRECTORS
RECOMMEND THAT THE SHAREHOLDERS VOTE "FOR" THE RATIFICATION AND APPROVAL OF THE
APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT AUDITORS AND THE
AUTHORIZATION OF THE AUDIT COMMITTEE TO FIX THE REMUNERATION OF ERNST & YOUNG
LLP.
11
MISCELLANEOUS
OTHER MATTERS
Management of the Company knows of no other business to be transacted at
the General Meeting; but, if any other matters are properly presented to the
General Meeting, the persons named in the enclosed form of proxy will vote upon
such matters in accordance with their best judgment.
ANNUAL REPORT TO SHAREHOLDERS
Our Annual Report for the fiscal year ended September 30, 2003, including
audited financial statements, accompanies this Proxy Statement.
ANNUAL REPORT ON FORM 20-F
Once filed with the Securities and Exchange Commission ("SEC"), we will
provide without charge, at the written request of any beneficial shareholder as
of the Record Date, a copy of our Annual Report on Form 20-F, including the
financial statements, financial statement schedules and exhibits, as filed with
the SEC. Our Annual Report on Form 20-F will also be accessible to the general
public via the Internet at the SEC's web site located at http://www.sec.gov.
Requests for copies of our Annual Report on Form 20-F should be mailed to our
principal United States subsidiary at:
Amdocs, Inc.
1390 Timberlake Manor Parkway
Chesterfield, Missouri 63017
Fax: (314) 212-8358
E-mail: info@amdocs.com
Attention: Mr. Thomas G. O'Brien
Secretary and Treasurer of Amdocs Limited
EXPENSES OF SOLICITATION
The cost of solicitation of proxies will be borne by Amdocs, including
expenses in connection with preparing and mailing this Proxy Statement. In
addition to solicitation of proxies by mail, our directors, officers and
employees (who will receive no additional compensation therefor) may solicit the
return of proxies by telephone, facsimile or personal interview. In addition, we
have retained American Stock Transfer & Trust Company and W.F. Doring & Co. to
assist in the solicitation of proxies. We will also reimburse brokerage houses
and other custodians, nominees and fiduciaries for their expenses in accordance
with the regulations of the NYSE concerning the sending of proxies and proxy
materials to the beneficial owners of our Ordinary Shares.
By Order of the Board of Directors
-s- Thomas G. O'Brien
THOMAS G. O'BRIEN
Secretary
December 17, 2003
12
AMDOCS LIMITED
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Bruce K. Anderson and Thomas G. O'Brien as
Proxies, each with the power to appoint his substitute, and hereby authorizes
them to represent and vote, as designated on the reverse side, all Ordinary
Shares of Amdocs Limited (the "Company") held of record by the undersigned on
November 28, 2003, at the annual General Meeting of shareholders to be held on
January 22, 2004 or any adjournment thereof.
(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)
ANNUAL GENERAL MEETING OF SHAREHOLDERS OF
AMDOCS LIMITED
January 22, 2004
Please date, sign and mail
your proxy card in the
envelope provided as soon
as possible.
Please detach along perforated line and mail in the envelope provided.
-------------------------------------------------------------------------------
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR
VOTE IN BLUE OR BLACK INK AS SHOWN HERE [X]
-------------------------------------------------------------------------------
1. Election of Directors:
NOMINEES:
---------
[ ] FOR ALL NOMINEES [ ] Bruce K. Anderson
[ ] Avinoam Naor
[ ] Adrian Gardner
[ ] WITHHOLD AUTHORITY FOR [ ] Dov Baharav
FOR ALL NOMINEES [ ] Julian A. Brodsky
[ ] Eli Gelman
[ ] Charles E. Foster
[ ] FOR ALL EXCEPT [ ] James S. Kahan
(See instructions below) [ ] Nehemia Lemelbaum
[ ] John T. McLennan
[ ] Robert A. Minicucci
[ ] Mario Segal
INSTRUCTION: To withhold authority to vote for any individual nominee(s),
mark "FOR ALL EXCEPT" and fill in the circle next to each
nominee you wish to withhold, as shown here: [X]
FOR AGAINST ABSTAIN
--- ------- -------
2. APPROVAL OF CONSOLIDATED FINANCIAL
STATEMENTS FOR FISCAL YEAR 2003. [ ] [ ] [ ]
3. APPROVAL OF AMENDMENT TO 1998 STOCK
OPTION AND INCENTIVE PLAN. [ ] [ ] [ ]
4. RATIFICATION AND APPROVAL OF ERNST & YOUNG LLP
AND AUTHORIZATION OF AUDIT COMMITTEE
OF BOARD TO FIX REMUNERATION. [ ] [ ] [ ]
To change the address on your account, please check the
box at right and indicate your new address in the
address space above. Please note that changes to the
registered name(s) on the account may not be submitted
via this method. [ ]
Signature of Shareholder: ________________________ Date _________________
Signature of Shareholder: ________________________ Date _________________
NOTE: Please sign exactly as your name or names appear on this Proxy. When
shares are held jointly, each holder should sign. When signing as executor,
administrator, attorney, trustee or guardian, please give full title as such. If
the signer is a corporation, please sign full corporate name by duly authorized
officer, giving full title as such. If signer is a partnership, please sign in
partnership name by authorized person.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
AMDOCS LIMITED
/s/ THOMAS G. O'BRIEN
----------------------------------------
Thomas G. O'Brien
Treasurer and Secretary
Authorized U. S. Representative
Date: December 24, 2003