As filed with the Securities and Exchange Commission on May 12, 2009

Registration Statement No. 333-          

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM S-8

 

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

 

AMDOCS LIMITED

(Exact name of registrant as specified in its charter)

Guernsey		Not Applicable
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Suite 5, Tower Hill House Le Bordage
St. Peter Port, Guernsey, GY1 3QT
(Address of registrant’s principal executive offices)

1998 STOCK OPTION AND INCENTIVE PLAN, AS AMENDED
(Full Title of the Plan)

Amdocs, Inc.
1390 Timberlake Manor Parkway, Chesterfield, Missouri 63017
Attention: Thomas G. O’Brien, Treasurer
(Name and address of agent for service)

(314) 212-8328
(Telephone Number, Including Area Code, of Agent For Service)

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.

				Amount					Proposed Maximum					Proposed Maximum
				to be					Offering Price					Aggregate					Amount of
	Title of Securities to be Registered			Registered (1)					Per Share					Offering Price					Registration Fee
	Ordinary Shares, £0.01 par value				9,000,000				$	20.65	(2)			$	185,850,000	(1)			$	10,371

     The prospectus included in this Registration Statement is a combined prospectus which also relates to an aggregate of 46,300,000 Ordinary Shares previously registered under the Company’s registration statements on Form S-8 filed on April 4, 2006 (File No. 333-132968), March 31, 2004 (File No. 333-114077), April 6, 2001 (File No. 333-58454), March 2, 2000 (File No. 333-31506) and December 14, 1999 (File No. 333-92705).

 

 

EXPLANATORY NOTE

     This Registration Statement on Form S-8 is being filed for the purpose of registering 9,000,000 ordinary shares, par value £0.01 per share (“Ordinary Shares”) of Amdocs Limited (the “Company”) authorized for issuance pursuant to the Company’s 1998 Stock Option and Incentive Plan, as amended (the “Plan”). These additional shares were authorized for issuance as a result of the adoption of amendments to the Plan approved by the Company’s Board of Directors and shareholders in January 2008.

INCORPORATION BY REFERENCE

     Pursuant to General Instruction E to Form S-8, the contents of five registration statements on Form S-8 (File Nos. 333-132968, 333-114077, 333-58454, 333-31506 and 333-92705) previously filed by the Company with respect to Ordinary Shares offered pursuant to the Plan are hereby incorporated by reference herein, and the opinions and consents listed below are filed herewith.

Exhibits

Exhibit
Number		Description
5.1		Opinion of Carey Olsen.
23.1		Consent of Carey Olsen (included in Exhibit 5.1).
23.2		Consent of Ernst & Young LLP.
24.1		Power of Attorney (included on the signature page of this Registration Statement).
99.1		1998 Stock Option and Incentive Plan of Amdocs Limited, as amended.

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, 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 New York, State of New York, on this 12^th day of May, 2009.

POWER OF ATTORNEY AND SIGNATURES

     We, the undersigned officers and directors of Amdocs Limited, hereby severally constitute Bruce K. Anderson and Thomas G. O’Brien, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the Registration Statement on Form S-8 filed herewith and any and all subsequent amendments to said Registration Statement, and generally to do all such things in our names and behalf in our capacities as officers and directors to enable Amdocs Limited to comply with all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by said attorneys, or any of them, to said Registration Statement and any and all amendments thereto.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature		Title		Date
/s/ Dov Baharav   Dov Baharav		Director and Principal Executive Officer		May 12, 2009
/s/ Tamar Rapaport-Dagim   Tamar Rapaport-Dagim		Principal Financial and Accounting Officer		May 12, 2009
/s/ Bruce K. Anderson   Bruce K. Anderson		Chairman of the Board		May 12, 2009
/s/ Julian A. Brodsky   Julian A. Brodsky		Director		May 12, 2009

Signature		Title		Date
/s/ Adrian Gardner   Adrian Gardner		Director		May 12, 2009
/s/ Eli Gelman   Eli Gelman		Director		May 12, 2009
/s/ Charles E. Foster   Charles E. Foster		Director		May 12, 2009
/s/ James S. Kahan   James S. Kahan		Director		May 12, 2009
/s/ Nehemia Lemelbaum   Nehemia Lemelbaum		Director		May 12, 2009
/s/ John T. McLennan   John T. McLennan		Director		May 12, 2009
/s/ Robert A. Minicucci   Robert A. Minicucci		Director		May 12, 2009
/s/ Simon Olswang   Simon Olswang		Director		May 12, 2009
/s/ Zohar Zisapel   Zohar Zisapel		Director		May 12, 2009

Exhibit Index

Exhibit
Number		Description
5.1		Opinion of Carey Olsen.
23.1		Consent of Carey Olsen (included in Exhibit 5.1).
23.2		Consent of Ernst & Young LLP.
24.1		Power of Attorney (included on the signature page of this Registration Statement).
99.1		1998 Stock Option and Incentive Plan of Amdocs Limited, as amended.