UNITED STATES
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 2007
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
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(AMDOCS LOGO)
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON WEDNESDAY, JANUARY 23, 2008
To the Shareholders:
The annual general meeting of shareholders of Amdocs Limited will be held
at 10:00 a.m., local time, on Wednesday, January 23, 2008, at the offices of
WilmerHale, 399 Park Avenue, New York, New York, 31st floor, for the following
purposes:
1. To elect 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 an amendment of our 1998 Stock Option and Incentive Plan
increasing the number of shares authorized for issuance under the
plan by 9,000,000 shares and making other changes described herein;
3. To approve our Consolidated Financial Statements for the fiscal
year ended September 30, 2007; and
4. To ratify and approve the appointment of Ernst & Young LLP as our
independent registered public accounting firm for the fiscal year
ending September 30, 2008, 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 public
accounting firm in accordance with the nature and extent of its
services.
Our shareholders will also act on such other business as may properly come
before the annual general meeting.
The Board of Directors has fixed the close of business on November 26, 2007
as the record date for the determination of our shareholders entitled to notice
of, and to vote on the matters proposed at, the annual general meeting and any
adjournments thereof.
YOUR VOTE IS IMPORTANT
ALL SHAREHOLDERS OF AMDOCS LIMITED (WHETHER THEY EXPECT TO ATTEND THE ANNUAL
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 ANNUAL GENERAL MEETING AND VOTE IN PERSON.
By Order of the Board of Directors
-s- Thomas G. O'Brien
THOMAS G. O'BRIEN
Secretary and Treasurer
December 18, 2007
------------
A proxy card for the annual general meeting for the
fiscal year ended September 30, 2007 is enclosed and our Annual Report on Form
20-F
is available on our website at www.amdocs.com or by request.
AMDOCS LIMITED
PROXY STATEMENT
ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON WEDNESDAY, JANUARY 23, 2008
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 company 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 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 Wednesday, January 23, 2008, at the
offices of WilmerHale, 399 Park Avenue, New York, New York, 31st floor, or at
any adjournments thereof (the "General Meeting").
This Proxy Statement and the accompanying proxy are first being mailed or
delivered to our shareholders on or about December 18, 2007.
At the General Meeting, the holders of our Ordinary Shares as of the close
of business on November 26, 2007 (the "Record Date") will be asked to take the
following actions:
1. Elect 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);
2. Approve an amendment of our 1998 Stock Option and Incentive Plan
increasing the number of shares authorized for issuance under the
plan by 9,000,000 shares and making other changes described herein
(Proposal II);
3. Approve our Consolidated Financial Statements for the fiscal year
ended September 30, 2007 (Proposal III); and
4. Ratify and approve the appointment of Ernst & Young LLP as our
independent registered public accounting firm for the fiscal year
ending September 30, 2008, and until the next annual general
meeting, and authorize the Audit Committee of the Board of
Directors to fix the remuneration of such independent registered
public accounting firm in accordance with the nature and extent of
its 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 208,739,891 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 present in person
or represented by proxy shall constitute a quorum for purposes of the General
Meeting.
Approval of Proposals I, III 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 II 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 Proposals II, III and IV. Each shareholder may specify that
his, her or its Ordinary Shares may be voted "for" any of the director nominees
named in Proposal I, or they may be "withheld" from any such nominees. 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, or the
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 (the "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 U.S. 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 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 Board of Directors of the Company is comprised of 13 directors, and,
currently, 13 individuals are serving as directors. As set forth below, the
Board of Directors has nominated 12 individuals as nominees for election as
directors at the General Meeting, all of whom are incumbent directors. Each
director elected at the General Meeting 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 12 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 67 Mr. Anderson has been Chairman of the Board of
Directors of Amdocs since September 1997. 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 and business services and health care
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 President of ADP International,
effective August 1978. Mr. Anderson serves on the board
of Alliance Data Systems, Inc., a publicly held company
that provides transaction, credit and marketing
services to large consumer based businesses.
Adrian Gardner 45 Mr. Gardner has been a director of Amdocs since April
1998 and is Chairman of the Audit Committee. Since
November 2007, Mr. Gardner has been Chief Financial
Officer of PA Consulting Group, a London-based business
consulting firm. From April until November 2007, Mr.
Gardner was a private investor. Mr. Gardner was Chief
Financial Officer of ProStrakan Group plc, a
pharmaceuticals company based in the United Kingdom and
listed on the London Stock Exchange, from 2002 until
April 2007 and a director from 2002 until June 2007.
Prior to joining ProStrakan, 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.
Charles E. Foster 71 Mr. Foster has been a director of Amdocs since December
2001 and is Chairman of the Nominating and Corporate
Governance Committee. He was Chairman of the Board of
Prodigy Communications Corporation from June until
November 2001. From 1997 until 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. In 2005, SBC acquired AT&T Corp. and
became AT&T Inc. AT&T, together with its affiliates,
holds 5.1% of our outstanding Ordinary Shares and is a
significant customer of ours. Mr. Foster serves as
trustee of the Southwest Foundation for Bio-Medical
Research, a non-profit research institute. Mr. Foster
is a member of the Texas Society of Professional
Engineers and a director of Morningside Ministries, a
non-profit operator of nursing homes in the San Antonio
area.
3
NAME AGE
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James S. Kahan 60 Mr. Kahan has been a director of Amdocs since April
1998 and is Chairman of the Compensation Committee.
From 1983 until his June 2007 retirement, he worked at
SBC, which is now AT&T, and served as a Senior
Executive Vice President from 1992 until June 2007.
AT&T, together with its affiliates, holds 5.1% of our
outstanding Ordinary Shares and is a significant
customer of ours. Prior to joining AT&T, Mr. Kahan held
various positions at several telecommunications
companies, including Western Electric, Bell
Laboratories, South Central Bell and AT&T Corp.
Dov Baharav 57 Mr. Baharav has been a director of Amdocs and the
President and Chief Executive Officer of Amdocs
Management Limited, our wholly-owned subsidiary, 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 wholly-owned 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 74 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 since 1989. From 1999
to May 2004, Mr. Brodsky was Chairman of Comcast
Interactive Capital, LP, a venture fund affiliated with
Comcast. He is a director of RBB Fund, Inc.
Eli Gelman 49 Mr. Gelman has been a director of Amdocs and the
Executive Vice President of Amdocs Management Limited
since 2002 and its Chief Operating Officer since
October 2006. Mr. Gelman has more than 28 years of
experience in the software industry, including the last
20 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 market, which we now refer to as the Integrated
Customer Management market. Before that, Mr. Gelman was
an account manager for our major European and North
American installations, and has led several major
software development projects. Before joining Amdocs,
Mr. Gelman was involved in the development of real-time
software systems for communications networks.
Nehemia Lemelbaum 65 Mr. Lemelbaum has been a director of Amdocs since
December 2001 and was a Senior Vice President of Amdocs
Management Limited from 1985 until January 2005. Since
2005, Mr. Lemelbaum has been a private investor. He
joined Amdocs in 1985, with initial responsibility for
U.S. operations. Mr. Lemelbaum led our development of
graphic products for the yellow pages industry and
later led our development of customer care and billing
systems, as well as our penetration into that 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.
4
NAME AGE
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John T. McLennan 62 Mr. McLennan has been a director of Amdocs since
November 1999. From May 2000 until June 2004, he 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 Manitoba Telephone Systems, Air
Canada Enterprises, Emera Inc., a Canadian publicly
held energy services company, Hummingbird Ltd., a
Canadian publicly held enterprise management software
company, Medisys Health Group Inc., a Canadian publicly
held health services company, and several other private
software and communication companies.
Robert A. Minicucci 55 Mr. Minicucci has been a director of Amdocs since
September 1997. 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 12 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.
Simon Olswang 64 Mr. Olswang has been a director of Amdocs since
November 2004. In 2002, Mr. Olswang retired as Chairman
of Olswang, a media and communication law firm in the
United Kingdom that he founded in 1981. He is a member
of the Boards of Directors of The British Library, DIC
Entertainment Corporation and the British Screen
Advisory Council, and he has served as a non-executive
director of a number of companies and organizations,
including Aegis Group plc, The Press Association and
the British Film Institute. Mr. Olswang serves as
Chairman of Governors of Langdon College of Further
(Special) Education in Salford, of which he is a co-
founder and trustee.
Mario Segal 60 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
from 1995 until July 2002. He joined Amdocs in 1984 as
Senior Vice President and was a leading member of the
team that developed our directory automation systems
and our customer care and billing systems platform.
Prior to joining Amdocs, Mr. Segal was an account
manager for a major North American yellow pages
publisher and prior thereto 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 five committees as described below.
Members of each committee are appointed by the Board of Directors.
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 independent registered public accounting firm,
the scope of the annual audits, fees to be paid to our independent registered
public accounting firm, the performance of our independent registered public
accounting firm, and assists with the Board of Directors' oversight of our
accounting practices, financial statement integrity and compliance with legal
and regulatory requirements, including establishing and maintaining adequate
internal control over financial reporting. The current members of our Audit
Committee are Messrs. Gardner (Chair), Foster, McLennan and Olswang, all of whom
are independent directors, as required by the rules of the NYSE, and pursuant to
the categorical director independence
5
standards adopted by our Board of Directors. The Board of Directors has
determined that Mr. Gardner is an "audit committee financial expert" as defined
by rules promulgated by the U.S. Securities and Exchange Commission, or the SEC,
and that each member of the Audit Committee is financially literate as required
by the rules of the NYSE. The Audit Committee written charter is attached to
this Proxy Statement as Appendix A, and it is available on our website at
www.amdocs.com.
Nominating and Corporate Governance Committee. The Nominating and
Corporate Governance Committee identifies individuals qualified to become
members of our Board of Directors, recommends to the Board of Directors the
persons to be nominated for election as directors at the annual general meeting
of shareholders, develops and makes recommendations to the Board of Directors
regarding our corporate governance principles and oversees the evaluations of
our Board of Directors and our management. The current members of the Nominating
and Corporate Governance Committee are Messrs. Foster (Chair), Kahan, Brodsky,
Gardner and Segal, all of whom are independent directors, as required by the
rules of the NYSE, and pursuant to the categorical director independence
standards adopted by our Board of Directors. The Nominating and Corporate
Governance Committee written charter is available on our website at
www.amdocs.com. The Nominating and Corporate Governance Committee has approved
corporate governance guidelines that are also available on our website at
www.amdocs.com.
Compensation Committee. The Compensation Committee discharges the
responsibilities of our Board of Directors relating to the compensation of the
Chief Executive Officer of Amdocs Management Limited and makes recommendations
to our Board of Directors with respect to the compensation of our other
executive officers. The current members of our Compensation Committee are
Messrs. Kahan (Chair), Anderson and Minicucci, all of whom are independent
directors, as required by the rules of the NYSE, and pursuant to the categorical
director independence standards adopted by our Board of Directors. The
Compensation Committee written charter is available on our website at
www.amdocs.com.
Executive Committee. The Executive Committee has such responsibilities as
may be delegated to it from time to time by the Board of Directors. The current
members of our Executive Committee are Messrs. Anderson (Chair), Baharav, Kahan,
Lemelbaum and Minicucci.
Technology and Innovation Committee. The Technology and Innovation
Committee was established to assist the Board of Directors in reviewing our
technological development, opportunities and innovation, in connection with our
current and future business and markets. The current members of our Technology
and Innovation Committee are Dr. Joseph Vardi (Chair), who is not standing for
reelection, and Messrs. Anderson, Gelman and Lemelbaum.
Our independent directors receive no compensation from the Company, except
in connection with their membership on the Board of Directors and its committees
as described below regarding Non-Employee Directors under "-- Compensation of
Directors".
BOARD AND COMMITTEE MEETINGS
During the past fiscal year, the Board of Directors held five meetings. In
addition, the Audit Committee held 11 meetings, the Compensation Committee held
one meeting, the Nominating and Corporate Governance Committee held two
meetings, the Executive Committee held seven meetings and the Technology and
Innovation Committee held two meetings in the 2007 fiscal year. During fiscal
2007, all but one of our directors attended at least 75% of the aggregate of the
number of Board of Directors meetings and the number of meetings held by all
committees on which he then served. During fiscal 2007, our directors who are
not our employees, which we refer to as Non-Employee Directors, held one meeting
without management present. Executive sessions of the Non-Employee Directors are
generally held in conjunction with regularly scheduled meetings of the Board of
Directors. At other times, such meetings may be held at the request of any Non-
Employee Director. The presiding director of each such executive session is
elected by the Non-Employee Directors who attend such executive session.
Shareholders and other interested parties may communicate directly with the
presiding directors or with the independent directors as a group as described
below under the heading "Communicating with the Independent Directors."
6
COMMUNICATING WITH THE INDEPENDENT DIRECTORS
The Board of Directors will give appropriate attention to written
communications that are submitted by shareholders and other interested parties,
and will respond if and as appropriate. The Chairman of the Board, with the
assistance of our corporate secretary, is primarily responsible for monitoring
communications from shareholders and other interested parties and for providing
copies or summaries to the directors as he considers appropriate.
Communications are forwarded to all directors if they relate to important
substantive matters and include suggestions or comments that our Chairman and
corporate secretary consider to be important for the directors to know. In
general, communications relating to corporate governance and long-term corporate
strategy are more likely to be forwarded than communications relating to
ordinary business affairs, personal grievances and matters as to which the
Company tends to receive repetitive or duplicative communications.
Shareholders who wish to send communications on any topic to the Board of
Directors or to the Company's independent or presiding directors should address
such communications c/o Corporate Secretary, Amdocs Inc., 1390 Timberlake Manor
Parkway, Chesterfield, Missouri 63017.
SIGNIFICANT CORPORATE GOVERNANCE DIFFERENCES
We believe there are no significant ways that our corporate governance
practices differ from those followed by U.S. domestic issuers under the NYSE
listing standards.
DIRECTOR QUALIFICATION STANDARDS
Our Board of Directors has adopted a formal set of categorical independence
standards with respect to the determination of director independence.
In accordance with these standards and the rules of the NYSE, our Board of
Directors has determined that each of the following ten of our current 13
directors has no material relationship with the Company and is therefore
independent: Messrs. Anderson, Gardner, Brodsky, Foster, Kahan, McLennan,
Minicucci, Olswang and Segal and Dr. Vardi. Our Board of Directors has also
determined that Mr. Lemelbaum, who was a Senior Vice President until February
2005, will be independent as of February 1, 2008.
The full text of our categorical standards is attached to this Proxy
Statement as Appendix B.
CODE OF ETHICS AND BUSINESS CONDUCT
Our Board of Directors has adopted a Code of Ethics and Business Conduct
that sets forth legal and ethical standards of conduct for directors and
employees, including executive officers, of the Company, our subsidiaries and
other business entities controlled by us worldwide. The code is available on our
website at www.amdocs.com. We intend to post on our website all disclosures that
are required by law or NYSE rules concerning any amendments to, or waivers from,
any provision of the code.
COMPENSATION OF DIRECTORS
Our Non-Employee Directors receive compensation for their services as
directors in the form of cash and options to purchase Ordinary Shares. Our
compensation policy provides that each Non-Employee Director receives an annual
cash payment of $35,000. Each member of our Audit and Executive Committees who
is a Non-Employee Director receives an annual cash payment of $10,000. In
addition, the chairmen of our Audit and Executive Committees each receive an
annual cash payment of $10,000 and the chairman of our Compensation, Nominating
and Corporate Governance and Technology and Innovation Committees each receive
an annual cash payment of $5,000. 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 members of our Audit Committee or Executive
Committee, who each receive $2,000 per meeting. Upon election or appointment to
our Board of Directors, each Non-Employee Director receives an initial option
grant for the purchase of 12,000 Ordinary Shares. Thereafter, each Non-Employee
Director receives an annual option grant for the purchase of 11,500 Ordinary
Shares. All option grants to our Non-Employee Directors vest as to one-quarter
of the shares immediately, with the remainder
7
vesting annually in three equal installments. The exercise price of all options
granted to our Non-Employee Directors is the market price of our shares on the
last trading day preceding the grant date. We reimburse all of our directors for
their reasonable travel expenses incurred in connection with attending Board or
committee meetings.
During the 2007 fiscal year, we granted to 11 Non-Employee Directors
options to purchase an aggregate of 127,000 Ordinary Shares at a weighted
average price of $39.14 per share, with vesting over three year terms.
It is proposed that the following Ordinary Resolution be adopted at the
General Meeting:
"RESOLVED, that Bruce K. Anderson, Adrian Gardner, Charles E. Foster, James
S. Kahan, Dov Baharav, Julian A. Brodsky, Eli Gelman, Nehemia Lemelbaum, John T.
McLennan, Robert A. Minicucci, Simon Olswang 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 holders 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.
8
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth specified information with respect to the
beneficial ownership of the Ordinary Shares as of November 26, 2007 of (i) any
person known by us to be the beneficial owner of more than 5% of our Ordinary
Shares and (ii) all of our directors and executive officers as a group.
Beneficial ownership is determined in accordance with the rules of the SEC and,
unless otherwise indicated, includes voting and investment power with respect to
all Ordinary Shares. All percentages are based on 208,739,891 Ordinary Shares
outstanding as of November 26, 2007. Except as noted below, each holder has sole
voting and investment power with respect to all shares listed as owned by that
holder. As of November 26, 2007, none of our directors or senior managers
beneficially owned 1% or more of our outstanding Ordinary Shares or will be able
to vote 1% or more of our outstanding Ordinary Shares at the General Meeting.
SHARES BENEFICIALLY PERCENTAGE
NAME OWNED OWNERSHIP
---- ------------------- ----------
Massachusetts Financial Services Company(1)........ 11,420,559 5.5
T. Rowe Price Associates, Inc.(2).................. 11,263,600 5.4
Thornburg Investment Management, Inc.(3)........... 11,023,305 5.3
AT&T Inc.(4)....................................... 10,717,482 5.1
All directors and executive officers as a group (17
persons)(5)...................................... 5,994,979 2.8
--------
(1) The address of Massachusetts Financial Services Company ("MFS") is 500
Boylston Street, Boston, Massachusetts 02116. Based on a Schedule 13G
filed by MFS with the SEC on February 9, 2007, as of December 31, 2006,
MFS had sole voting power over 11,146,785 of our Ordinary Shares and sole
dispositive power over 11,420,559 Ordinary Shares.
(2) The address of T. Rowe Price Associates, Inc. ("Price Associates") is 100
E. Pratt Street, Baltimore, Maryland 21202. Based on a Schedule 13G filed
by Price Associates with the SEC on February 14, 2007, as of December 31,
2006, Price Associates had sole voting power over 1,677,400 of our
Ordinary Shares and sole dispositive power over 11,263,600 Ordinary
Shares.
(3) The address of Thornburg Investment Management, Inc. ("Thornburg") is 119
E. Marcy Street, Santa Fe, New Mexico 87501. Based on a Schedule 13G/A
filed by Thornburg with the SEC on March 21, 2007, as of December 31,
2006, Price Associates had sole voting power over 10,832,880 of our
Ordinary Shares and sole dispositive power over 11,023,305 Ordinary
Shares.
(4) The address of AT&T Inc. is 175 East Houston, San Antonio, Texas 78205.
Based upon information provided to us by AT&T, as of November 26, 2007,
AT&T beneficially owned 10,717,482 of our Ordinary Shares.
(5) Includes options held by such directors and executive officers that are
exercisable within 60 days of November 26, 2007.
AUDIT COMMITTEE MATTERS
The Company's management is responsible for the preparation of the
Company's financial statements and for maintaining an adequate system of
disclosure controls and procedures and internal control over financial reporting
for that purpose. The Company's independent registered public accounting firm is
responsible for conducting an independent audit of the Company's annual
financial statements in accordance with generally accepted accounting
principles, as well as an independent audit of management's assessment of the
Company's internal control over financial reporting, and issuing reports on the
results of their audits. The Audit Committee is responsible for providing
independent, objective oversight of these processes.
The Audit Committee has reviewed the Company's audited financial statements
for the fiscal year ended September 30, 2007 and has discussed these financial
statements with the Company's management and the Company's independent
registered public accounting firm.
The Audit Committee has also discussed with the Company's independent
registered public accounting firm the matters required to be discussed by
Statement on Auditing Standards 61 (Communication with Audit
9
Committees). SAS 61 (as codified in AU Section 380 of the Codification of
Statements on Auditing Standards) requires the Company's independent registered
public accounting firm to discuss with the Company's Audit Committee, among
other things, the following:
- methods to account for significant unusual transactions;
- the effect of significant accounting policies in controversial or
emerging areas for which there is a lack of authoritative guidance or
consensus;
- the process used by management in formulating particularly sensitive
accounting estimates and the basis for the auditors' conclusions
regarding the reasonableness of those estimates; and
- disagreements with management over the application of accounting
principles, the basis for management's accounting estimates and the
disclosures in the financial statements.
The Company's independent registered public accounting firm also provided
the Audit Committee with the written disclosures and the letter required by
Independence Standards Board Standard No. 1 (Independence Discussions with Audit
Committees). Independence Standards Board Standard No. 1 requires auditors
annually to disclose in writing all relationships that in the auditor's
professional opinion may reasonably be thought to bear on independence, confirm
their perceived independence and engage in a discussion of independence. The
Audit Committee has discussed with the independent registered public accounting
firm its independence from the Company.
Based on its discussions with management and the independent registered
public accounting firm, and its review of the representations and information
provided by management and the independent registered public accounting firm,
the Audit Committee recommended to the Board of Directors that the audited
financial statements be included in the Company's Annual Report on Form 20-F for
the fiscal year ended September 30, 2007.
PRE-APPROVAL POLICIES AND PROCEDURES
The Audit Committee has adopted policies and procedures relating to the
pre-approval of all audit services to be provided to the Company, whether
provided by the Company's principal auditor or other firms, and all other
services to be provided to the Company by its independent registered public
accounting firm. These policies generally provide that the Company will not
engage its independent registered public accounting firm to render audit or non-
audit services unless the service is specifically approved in advance by the
Audit Committee or the engagement is entered into pursuant to the pre-approval
procedure described below.
From time to time, the Audit Committee may pre-approve specified types of
services that are expected to be provided to the Company by its independent
registered public accounting firm during the next 12 months. Any such pre-
approval is detailed as to the particular service or type of services to be
provided and is also generally subject to a maximum dollar amount.
10
PROPOSAL II
AMENDMENT TO THE 1998 STOCK OPTION AND INCENTIVE PLAN
On October 31, 2007, our Board of Directors adopted, subject to shareholder
approval, an amendment to our 1998 Stock Option and Incentive Plan, as amended
(the "1998 Plan"), increasing from 46,300,000 to 55,300,000 the maximum number
of Ordinary Shares issuable under the 1998 Plan and making the other changes
described below.
The 1998 Plan was last amended in January 2006. As of November 26, 2007, of
the 46,300,000 Ordinary Shares reserved for issuance under the 1998 Plan prior
to giving effect to this amendment, awards with respect to an aggregate of
38,315,299 Ordinary Shares (net of cancellations and forfeitures) had been
granted, of which 16,543,865 shares have been issued upon exercise of awards and
21,771,434 remain subject to outstanding awards, and 7,984,701 Ordinary Shares
remained available for future awards. In addition, there are options to purchase
419,166 Ordinary Shares outstanding as a result of acquisitions we have made.
Based on 208,739,891 Ordinary Shares outstanding as of November 26, 2007,
the number of shares reserved for issuance pursuant to outstanding awards
granted and the number of shares available for future grants represented
approximately 12.6% of our shares outstanding on a fully diluted basis, assuming
all shares reserved for issuance pursuant to outstanding awards granted and all
shares available for future grants were issued and outstanding.
As of November 26, 2007, the closing price of our Ordinary Shares was
$31.38 per share. Of the options to purchase 21,244,843 Ordinary Shares that
were outstanding as of November 26, 2007, awards to purchase 9,584,998 Ordinary
Shares were at an exercise price of $31.38 or greater. These awards with an
exercise price greater than the current trading price of the Ordinary Shares,
so-called "underwater" awards, represented approximately 45.1% of the Ordinary
Shares reserved for issuance pursuant to outstanding awards. The weighted
average remaining life of the options outstanding as of November 26, 2006 was
approximately 6 years, and their weighted average exercise price was $31.98.
The Board of Directors considers availability of Ordinary Shares for future
grants under the 1998 Plan to be important to the business prospects and
operations of the Company and believes that, after giving effect to the proposed
9,000,000 share increase of the 1998 Plan, we will have sufficient awards
available for grant to our employees and others for the next two to three years.
The new awards will assist us in attracting and hiring new officers, directors,
employees and consultants and in retaining key employees.
Currently, the Company will not be able to grant awards under the 1998 Plan
after January 17, 2016. The Board of Directors believes that the proposed
amendments, including the increase of the Ordinary Shares available for future
grants under the 1998 Plan, will be adequate and appropriate for the next two to
three years.
The Board of Directors believes that the proposed amendments, including the
increase in the number of shares issuable under the 1998 Plan, and the other
changes described below are in the best interests of the Company and its
shareholders. The Board considers grants of options and restricted stock to be
an effective method to attract and retain officers, directors, employees and
consultants, and to encourage long-term performance and productivity.
PROPOSED AMENDMENT OF THE 1998 STOCK OPTION AND INCENTIVE PLAN
Following is a summary of the material changes proposed to be made to the
1998 Plan. The following summary of material changes is qualified in its
entirety by reference to the 1998 Plan, a copy of which is attached as Appendix
C.
- Shares Available. The proposed amendment increases by 9,000,000 the
number of Ordinary Shares available for issuance under the 1998 Plan.
- Sublimit on Stock-Based Awards. The proposed amendment imposes a
sublimit of 9,700,000 on the number of Ordinary Shares that may be issued
pursuant to restricted stock or awards denominated in stock units or
stock appreciation rights.
- No Repricing of Options. The proposed amendment further clarifies the
1998 Plan's prohibition on the repricing of options under the 1998 Plan
without shareholder approval. Specifically, except in connection with a
corporate transaction involving us (including, without limitation, any
stock dividend, stock split, extraordinary cash dividend,
recapitalization, reorganization, merger, consolidation, split-up, spin-
off, combination, or exchange of shares), the terms of outstanding awards
may not be amended to reduce the exercise price of outstanding options or
stock appreciation rights, or cancel outstanding options or stock
appreciation rights, in exchange for cash, other awards or options or
stock appreciation rights with an
11
exercise price that is less than the exercise price of the original
options or stock appreciation rights without shareholder approval.
- Certain Shares Not Available for Future Award. The proposed amendment
clarifies that an award under the plan may not again be made available
for issuance under the plan if such shares are: (i) shares that were
subject to a stock-settled stock appreciation right and were not issued
upon the net settlement or net exercise of such stock appreciation right,
(ii) shares used to pay the exercise price of a stock option, (iii)
shares delivered to or withheld by the Company to pay the withholding
taxes related to a stock option or stock appreciation right, or (iv)
shares repurchased on the open market with proceeds of a stock option
exercise.
DESCRIPTION OF THE 1998 STOCK OPTION AND INCENTIVE PLAN (AS PROPOSED TO BE
AMENDED)
The following is a summary of the 1998 Stock Option and Incentive Plan (as
proposed to be amended), a copy of which is attached as Appendix C. The
following summary is qualified in its entirety by reference to the 1998 Plan.
Purpose. The purpose of the 1998 Plan is to afford an incentive to
grantees to acquire a proprietary interest in the Company, to continue in
service of the Company, to increase their efforts on behalf of the Company and
to promote the success of the Company's business.
Types of Awards. The 1998 Plan provides for the grant of stock options
(which may be either incentive stock options or nonqualified stock options),
restricted stock awards and other stock-based awards, which we collectively
refers to as "awards."
Stock Options. Grantees receive the right to purchase a specified number
of Ordinary Shares at a specified option price and subject to such other terms
and conditions as are specified in connection with the option grant. Options may
not be granted at an exercise price that is less than 100% of the fair market
value of our Ordinary Shares on the date of grant and may not be granted for a
term in excess of ten years. Payment of the exercise price of options may be by
cash, delivery of Ordinary Shares, a combination thereof, or, in connection with
a broker-assisted exercise. As described above, the 1998 Plan includes a default
rule regarding the rate at which options will vest. Although we have never done
so, the 1998 Plan permits us to make loans to grantees in connection with the
exercise of outstanding options. Options may generally only be exercised while
the grantee is in our service or employ. If the grantee's service ends for any
reason other than cause, death or disability, his or her option will expire 90
days after such cessation. Termination for cause results in expiration of the
option upon the termination date. Termination due to death or disability allows,
in general, for option to be exercised for 12 months, but in no event after the
option's stated final expiration date. The 1998 Plan prohibits the grant of
options containing a provision entitling a grantee to the automatic grant of
additional options in connection with any exercise by the grantee of his or her
options.
Restricted Stock Awards. Restricted stock awards entitle grantees to
acquire Ordinary Shares subject to the right of Amdocs Limited or any of its
subsidiaries to repurchase all or part of such shares from the grantee in the
event that the conditions specified in the applicable award are not satisfied
prior to the end of the applicable restriction period established for such
award. The vesting of restricted stock awards can be based on the achievement of
specified performance goals or on the passage of time.
Other Stock-Based Awards. The committee administering the 1998 Plan may
grant other awards pursuant to which Ordinary Shares may be acquired, awards
denominated in stock units, and stock appreciation rights (including cash-
settled stock appreciation rights). As of the date of this Proxy Statement, we
have never granted such other stock-based awards under the 1998 Plan.
Eligibility to Receive Awards. All officers, directors, employees and
consultants of Amdocs Limited, or of any parent or subsidiary of Amdocs Limited,
are eligible to receive awards under the 1998 Plan. Under the 1998 Plan, a
subsidiary means any entity in which Amdocs Limited holds, directly or
indirectly, 50% or more of its voting power.
Shares Available. Awards may be made under the 1998 Plan for up to
55,300,000 Ordinary Shares, with an additional limit of 9,700,000 Ordinary
Shares that may be issued pursuant to restricted stock or awards denominated in
stock units or stock appreciate rights. If any award expires or is terminated,
surrendered, cancelled (including the repurchase of unvested restricted stock at
its original issuance price) or forfeited, the unused shares covered by such
award (other than any shares surrendered by reason of exercise or payment of the
award to the extent it is settled in shares) will again be available for grant
under the 1998 Plan.
Administration. The 1998 Plan is administered by a committee established
by the Board of Directors, which we refer to as the Committee. The Committee has
the authority to administer the 1998 Plan and to exercise all the
12
powers and authorities either specifically granted to it under the 1998 Plan or
necessary or advisable in the administration of the 1998 Plan, and to make all
other determinations deemed necessary or advisable for the administration of the
1998 Plan.
Assumed or Substitute Awards. If, in connection with a business
combination transaction, we assume or substitute for awards originally granted
by another entity, and such assumed or substituted awards will be administered
under the 1998 Plan, such awards (1) will not count as part of the total number
of Ordinary Shares that may be made subject to awards under the 1998 Plan,
subject to any limitations required by the U.S. Internal Revenue Code of 1986,
as amended, and (2) will be on such terms as the Board deems appropriate
notwithstanding any limitations contained in the 1998 Plan on new awards.
Adjustments. The Committee is required to make appropriate adjustments in
connection with the 1998 Plan and any outstanding awards to reflect stock
dividends, recapitalizations, stock splits, combinations or exchanges of
Ordinary Shares and other similar transactions which result in any increase or
decrease in the number of issued Ordinary Shares effected without receipt of
consideration. In the event of a proposed sale of all or substantially all the
assets of Amdocs, merger, liquidation, dissolution or other similar event, the
Committee is authorized to provide for outstanding awards to be assumed or
substituted for, to accelerate the awards to make them fully exercisable prior
to consummation of the acquisition event, to provide that the awards will
terminate as a fixed date following their acceleration or to provide for a cash-
out of any outstanding options.
Amendment or Termination. No award may be made under the 1998 Plan after
January 17, 2016. The Board of Directors may at any time suspend, terminate,
modify or amend the 1998 Plan, however, shareholders must approve any amendment
that would (1) increase the aggregate number of Ordinary Shares issuable under
the 1998 Plan, (2) materially increase the benefits accruing to grantees, (3)
change the class of employees eligible for participation, (4) extend the period
during which awards may be granted or (5) provide for an option that is
exercisable more than 10 years after the date it is granted.
No Repricing of Options. The 1998 Plan prohibits the repricing of options
under the 1998 Plan without shareholder approval. Specifically, except in
connection with a corporate transaction involving us (including, without
limitation, any stock dividend, stock split, extraordinary cash dividend,
recapitalization, reorganization, merger, consolidation, split-up, spin-off,
combination, or exchange of shares), the terms of outstanding awards may not be
amended to reduce the exercise price of outstanding options or stock
appreciation rights, or cancel outstanding options or stock appreciation rights,
in exchange for cash, other awards or options or stock appreciation rights with
an exercise price that is less than the exercise price of the original options
or stock appreciation rights without shareholder approval
Nontransferability. Awards granted under the 1998 Plan are not
transferable other than by will or by the laws of descent and distribution,
other than pursuant to a qualified domestic relations order.
Section 102 Awards. Under the 1998 Plan, nonqualified stock options and
restricted stock awards may be granted to employees and consultants of Amdocs
Limited or any of its subsidiaries or parents pursuant to the provisions of
Section 102 of the Israel Tax Ordinance (New Version) 1961. Section 102 is
designed to afford qualified recipients with specified favorable tax treatment
in Israel.
It is proposed that the following Ordinary Resolution be adopted at the
General Meeting:
"RESOLVED, that the 1998 Stock Option and Incentive Plan, as amended, in
the form attached to the Company's Proxy Statement as Appendix C, be and hereby
is approved."
REQUIRED AFFIRMATIVE VOTE
The affirmative vote of holders of a majority of the Ordinary Shares issued
and outstanding is necessary for the approval of the Ordinary Resolution to
approve the amendment to the 1998 Plan. If Proposal II is not approved by the
shareholders, the 1998 Plan will continue in accordance with its existing terms
and the Board will evaluate other alternatives for achieving the purposes of the
plan.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE
APPROVAL OF THE AMENDMENT AND CONTINUATION OF THE 1998 PLAN AS SET FORTH IN
APPENDIX C ATTACHED HERETO.
13
PROPOSAL III
APPROVAL OF OUR CONSOLIDATED FINANCIAL STATEMENTS
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2007
Our Annual Report for the fiscal year ended September 30, 2007 is being
mailed to our shareholders together with this Proxy Statement. Our Consolidated
Financial Statements for the fiscal year ended September 30, 2007 are included
in our Annual 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, 2007 be, and the same hereby are, approved."
REQUIRED AFFIRMATIVE VOTE
The affirmative vote of holders 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.
14
PROPOSAL IV
RATIFICATION AND APPROVAL OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee of the Board of Directors has selected the firm of
Ernst & Young LLP to continue to serve as our independent registered public
accounting firm for the fiscal year ending September 30, 2008 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 registered
public accounting firm. Ernst & Young LLP audited Amdocs' books and accounts for
the fiscal year ended September 30, 2007 and has served as our independent
public accounting firm 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.
INDEPENDENT ACCOUNTANT FEES AND OTHER MATTERS
The following table summarizes the fees of Ernst & Young LLP, our
independent registered public accounting firm, billed to us for each of the last
two fiscal years for audit services and billed to us in each of the last two
fiscal years for other services:
FEE CATEGORY 2007 2006
------------ ---------- ----------
Audit Fees(1)........................................ $3,600,000 $3,500,000
Audit-Related Fees(2)................................ $ 700,000 1,500,000
Tax Fees(3).......................................... $1,900,000 1,100,000
--------
(1) Audit fees consist of fees associated with the annual audit and reviews
of the Company's quarterly financial results submitted on Form 6-K,
consultations on various accounting issues and performance of local
statutory audits.
(2) Audit-related services principally include due diligence examinations and
SAS 70 report issuances.
(3) Tax fees consist of fees associated with tax compliance, tax advice and
tax planning services.
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 registered public accounting firm for the fiscal year ending
September 30, 2008 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 registered public accounting firm in accordance with the nature and
extent of their services."
REQUIRED AFFIRMATIVE VOTE
The affirmative vote of holders 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 REGISTERED PUBLIC
ACCOUNTING FIRM AND THE AUTHORIZATION OF THE AUDIT COMMITTEE TO FIX THE
REMUNERATION OF ERNST & YOUNG LLP.
15
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 ON FORM 20-F
Once filed with the SEC, we will promptly provide without charge, at the
written request of any shareholder, a copy of our Annual Report on Form 20-F,
including our audited 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 as well as on our website at www.amdocs.com. Requests for
copies of our Annual Report on Form 20-F should be mailed to our principal U.S.
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 18, 2007
16
APPENDIX A
AMDOCS LIMITED
AUDIT COMMITTEE CHARTER
A. PURPOSE
The Audit Committee of Amdocs Limited (the "Company") is a standing
committee of the Board of Directors. The primary objective of the Audit
Committee is to assist the Board of Directors' oversight of: the Company's
accounting practices; the integrity of the Company's financial statements; the
Company's compliance with legal and regulatory requirements; the qualifications,
independence, and performance of the Company's registered public accounting firm
(the "independent auditor"); and the internal audit function.
B. MEMBERSHIP, STRUCTURE, AND ADMINISTRATION
1. SIZE AND MEMBER QUALIFICATIONS -- The Audit Committee shall consist of
at least three members of the Board of Directors, all of whom shall be
independent of management and the Company and shall satisfy the independence
requirements as defined, by the applicable rules of the New York Stock Exchange
(NYSE) and Rule 10A-3(b)(1) of the Securities Exchange Act of 1934. Each member
of the Audit Committee shall be financially literate, as such qualification is
interpreted by the Board of Directors in its business judgment, or must become
financially literate within a reasonable period of time after his or her
appointment to the Audit Committee. At least one member of the Audit Committee
shall be an "audit committee financial expert" (as defined by applicable SEC
rules) as determined by the business judgment of the Board of Directors.
2. BOARD OF DIRECTORS AUTHORITY -- Members of the Audit Committee shall be
appointed by the Board of Directors. The Audit Committee shall report regularly
to the Board of Directors. Unless otherwise determined by the Board of
Directors, no member of the Audit Committee may serve on the audit committee of
more than two other public companies. The Board of Directors may remove members
of the Audit Committee from such committee with or without cause.
3. CHAIR -- Unless the Board of Directors elects a Chair of the Audit
Committee, the Audit Committee shall elect one by majority vote.
4. COMPENSATION -- The compensation of the Audit Committee members shall be
as determined by the Board of Directors. No member of the Audit Committee may
receive, directly or indirectly, any compensation from the Company other than
director's fees (in cash and/or company shares or options or in-kind
consideration).
5. MEETINGS -- The Audit Committee shall meet on a schedule and in a manner
the Audit Committee shall establish. The Audit Committee may also act by
unanimous written consent in lieu of a meeting. Periodically, the Audit
Committee shall meet separately with: the independent auditor, members of the
Company's management, and the Company's internal auditor. A special meeting may
be called on not less than 24 hours notice, at any time by the Chairman. The
Audit Committee shall keep such records of its meetings, as it shall deem
appropriate.
6. SUBCOMMITTEES -- The Audit Committee may form and delegate authority to
one or more subcommittees as it deems appropriate from time to time under the
circumstances.
7. AUTHORITY -- The Audit Committee shall maintain unrestricted
communication with the independent auditors, the Company's internal audit
function personnel, counsel and financial management to assure that each
understands and accepts its responsibilities for direct communication with the
Audit Committee as appropriate. The Audit Committee shall have full access to
the books and records of the Company, as well as, full access to interview
employees, if necessary. The Chairman of the Audit Committee shall have the
authority to direct the Company's internal audit function to carry out such
special audit projects as, in the Chairman's judgment, are warranted.
8. PERFORMANCE AND CHARTER EVALUATIONS -- The Audit Committee shall
maintain this Audit Committee Charter and obtain the approval of the Board of
Directors for all revisions or changes to the Charter. The Audit Committee shall
review and reassess the Charter as conditions dictate or at least annually.
A-1
C. RESPONSIBILITIES AND DUTIES
1. GENERAL -- The Audit Committee shall discharge its responsibilities and
shall assess the information provided by the Company's management, the internal
auditor and the independent auditors, in accordance with its business judgment.
Management is responsible for the preparation, presentation, and integrity of
the Company's financial statements, for the appropriateness of the accounting
principles and the reporting policies that are used by the Company and for
establishing and maintaining adequate internal control over financial reporting.
The independent auditors are responsible for auditing the Company's financial
statements and the Company's internal control over financial reporting and for
reviewing the Company's unaudited interim financial statements. The authority
and responsibilities set forth in this Charter do not reflect or create any duty
or obligation of the Audit Committee to plan or conduct any audit, to determine
or certify that the Company's financial statements are complete, accurate,
fairly presented, or in accordance with generally accepted accounting principles
or applicable law, or to guarantee the independent auditor's report.
2. OVERSIGHT OF INDEPENDENT AUDITORS
a. Selection and Reporting -- The Audit Committee shall be directly
responsible for appointing, evaluating and, when necessary, terminating the
independent auditors. The Audit Committee is also directly responsible for
oversight of the independent auditor's work, including the resolution of
disagreements between Company management and the independent auditors regarding
financial reporting. The independent auditors shall report directly to the Audit
Committee.
b. Compensation -- The Audit Committee shall take direct responsibility for
setting compensation of the independent auditors. The Audit Committee is
empowered, without further action by the Board of Directors, to cause the
Company to pay the compensation of the independent auditor established by the
Audit Committee.
c. Independence -- On a periodic but no less frequently than annual basis,
the Audit Committee shall obtain from the independent auditors a formal written
statement delineating all their relationships with the Company or professional
services that may impact their objectivity and independence, including those
required to be disclosed by the Independence Standards Board's Standard No. 1.
In addition, the Audit Committee shall review with the independent auditors the
nature and scope of any disclosed relationships or professional services and any
appropriate actions necessary to ensure the continuing independence of the
auditors.
d. Quality-Control Report -- At least annually, the Audit Committee shall
obtain and review a report by the independent auditors describing:
- the internal quality-control procedures at the independent auditor's
firm; and
- any material issues raised by the most recent internal quality-control
review, or peer review, of the independent auditor's firm, or by any
inquiry or investigation by any governmental or professional authorities,
within the preceding five years, relating to one or more independent
audits carried out by the independent auditor's firm, and any steps taken
to deal with any such issues.
e. Pre-approval of Services -- The Audit Committee shall pre-approve all
audit services to be provided to the Company, whether provided by the principal
auditor or other firms, and all other services (review, attest and non-audit) to
be provided to the Company by the independent auditor; provided, however, that
de minimis non-audit services may instead be approved in accordance with
applicable NYSE and SEC rules. The Audit Committee shall cause the Company to
disclose compliance with any applicable disclosure requirements regarding
approval by the Audit Committee of any non-audit services to be performed by the
independent auditor. Any decision of a subcommittee to pre-approve audit or non-
audit services shall be presented to the full Audit Committee at its next
scheduled meeting.
f. Review Scope of Services -- The Audit Committee shall meet with the
independent auditors and financial management of the Company to review the scope
of the proposed audit and quarterly reviews for the current year and the
procedures to be utilized. This review should include an evaluation of the
adequacy of the auditor's staffing and compensation.
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g. Discussion of Independent Auditors' Comments and Recommendations -- The
Audit Committee shall meet with the independent auditors to review their
comments and recommendations with respect to:
- internal accounting controls;
- audit difficulties, including restrictions on the scope of the
independent auditors' activities or access to requested information or
significant disagreements with management;
- analyses prepared by management and/or the independent auditor setting
forth significant financial reporting issues and judgments made in
connection with the preparation of the financial statements, including
analyses of the effects of alternative GAAP methods;
- the effect of regulatory and accounting initiatives, as well as off
balance sheet structures; and
- other matters relating to the accounting procedures and records of the
Company.
The Audit Committee shall also review with the independent auditors the
consideration given by management to such and any corrective action taken by
management with respect thereto.
h. Interim Financial Information -- The Audit Committee shall direct the
independent auditor to use its best efforts to perform all reviews of interim
financial information prior to disclosure by the Company of such information and
to discuss promptly with the Audit Committee and the CFO any matters identified
in connection with the auditor's review of interim financial information which
are required to be discussed by applicable auditing standards.
3. REVIEW OF FINANCIAL DATA AND DISCLOSURES
a. Review of Quarterly Reviewed and Annual Audited Financial Data -- The
Audit Committee shall meet to review and discuss the financial data in the
quarterly financial statements and annual report, including the Company's
specific disclosures under "Operating and Financial Review and Prospects"; any
accompanying opinions of the independent auditors; and matters required to be
discussed by applicable auditing standards with financial management and the
independent auditors and report thereon to the Board of Directors prior to the
release, by public filing or other public disclosure, of earnings.
b. Review of Auditor Reports -- The Audit Committee shall review and
evaluate reports required to be made by the independent auditor pursuant to
critical accounting policies and practices; alternative treatments of financial
information within generally accepted accounting principles that have been
discussed with Company management, ramifications of the use of such alternative
disclosures and treatments, and the treatment preferred by the independent
auditor; and other material written correspondence between Company management
and the independent auditor, such as a management letter or schedule of
unadjusted differences.
c. Review of Earnings Release and Other Financial Information -- The Audit
Committee shall discuss generally the type and presentation of information to be
disclosed in the Company's earnings press releases, as well as in financial
information and earnings guidance provided to analysts, rating agencies and
others.
4. REVIEW OF INTERNAL REPORTS AND PROCESSES
a. Review of Internal Audit Function -- The Audit Committee shall review
and evaluate the activities and recommendations of the Company's internal audit
function and the responses of the Company to such recommendations, including the
independence and authority of the function. The Audit Committee is responsible
to review the scope of the internal audit function, as well as, its staffing and
compensation.
b. Oversight of Company's Internal Control Processes -- The Audit Committee
shall coordinate the Board of Director's oversight of the Company's significant
internal control processes, including the process of preparing the interim and
annual financial results; disclosure controls and procedures; internal audit
function; and code of business conduct and ethics. The Audit Committee shall
receive and review the reports of the CEO and CFO required by Rule 13a-14 of the
Securities Exchange Act of 1934.
c. Succession Planning Process -- The Audit Committee shall review and
evaluate the performance and the succession planning process for the Company's
finance and accounting personnel.
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d. Procedure for Complaints -- The Audit Committee shall establish
procedures to provide for (i) receiving, tracking, retaining and treating
complaints received by the Company regarding employee reports of conflicts in
interest; unethical or illegal activities; or accounting, accounting controls,
auditing matters and (ii) the confidential, anonymous submission by employees of
the Company of concerns regarding such matters. The Audit Committee shall
establish procedures for the reporting of such matters, when significant, to the
Board of Directors.
e. Discussion with Company Counsel -- The Audit Committee shall review
periodically legal, environmental, code of ethics, and related matters with the
Company's counsel.
f. Hiring Policies -- The Audit Committee shall establish policies
regarding the hiring of employees or former employees of the Company's
independent auditors.
g. Risk Management -- The Audit Committee shall discuss the Company's
policies with respect to risk assessment and risk management, including
guidelines and policies to govern the process by which the Company's exposure to
risk is handled. The Audit Committee should also discuss the Company's major
financial risk exposures and steps taken by management to monitor and control
such exposures.
h. Related Party Transactions -- The Audit Committee shall review and
approve the Company's policies and procedures for reviewing and approving
related party transactions (i.e., transactions within the scope of Item 7.B. of
Form 20-F), and, to the extent no other policy or procedure applies to a
particular proposed related party transaction, the Audit Committee shall have
the authority to review and approve such transaction.
5. ADMINISTRATION
a. Audit Committee Independence -- The Audit Committee shall make inquiry
of each member of the Audit Committee to confirm compliance with independence
requirements as defined by Section 301 of the Sarbanes-Oxley Act of 2002 to the
extent applicable to the Company.
b. Outside Consultants -- The Audit Committee shall retain independent
counsel or consultants if necessary to carry out responsibilities. The Audit
Committee is empowered, without further action by the Board of Directors, to
cause the Company to pay the compensation of such advisors.
c. Administrative Expenses -- The Audit Committee is empowered, without
further action by the Board of Directors, to cause the Company to pay the
ordinary administrative expenses of the Audit Committee that are necessary or
appropriate to carry out its duties.
d. Report to Board of Directors -- The Audit Committee shall report, no
less frequently than annually or more frequently as circumstances require, to
the Board of Directors concerning the Audit Committee's actions since the
previous report and the Audit Committee's agenda for the ensuing year, which
report shall contain recommendations as appropriate.
e. Audit Committee Report -- The Audit Committee shall prepare an annual
committee report as necessary or appropriate under the rules and regulations of
the SEC.
f. Written Affirmation to the NYSE -- On an annual basis, no later than one
month after the Annual Meeting of Stockholders, and after each change in the
composition of the Audit Committee, the Audit Committee shall direct the Company
to prepare and provide to the NYSE such written confirmations regarding the
membership and operation of the Audit Committee as the NYSE rules require.
g. Annual Self-Evaluation -- At least annually, the Audit Committee shall
evaluate its own performance.
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6. OTHER RESPONSIBILITIES
a. Review of Other Outside Reports -- The Audit Committee shall review
reports received from regulators and other legal and regulatory matters that
have been brought to the attention of the Audit Committee and that may have a
material effect on the financial statements or related company compliance
policies.
b. Other investigations -- The Audit Committee shall conduct or authorize
investigations into any matter brought to the Audit Committee's attention within
the scope of its duties, including anything as may be referred to the Audit
Committee by the Board of Directors.
c. Other Matters -- The Audit Committee shall consider such other matters
in relation to the financial affairs of the Company as the Audit Committee may,
in its discretion, determine to be advisable.
d. Additional Powers -- The Audit Committee shall have such other duties as
may be delegated from time to time by the Board of Directors.
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APPENDIX B
CATEGORICAL STANDARDS
In addition to applying the requirements under the NYSE rules, the Board
has adopted guidelines to assist it in determining whether a director has a
"material relationship" with the Company. Under these guidelines, a director
will be considered to have a material relationship with the Company if during
the last three years prior to the independency determination date:
- Charitable Contributions. The director, or an immediate family member of
the director, has served as an executive officer of a charitable
organization that receives payments from the Company in an amount which,
in any single fiscal year since the determination date, exceeds the
greater of $1,000,000, or 2% of such charitable organization consolidated
gross revenues as reported in its last completed fiscal year;
- Indebtedness. The director or an immediate family member of the director
has served, as an executive officer of another company which was indebted
to the Company, or to which the Company was indebted, at the time the
director was serving as an executive officer, where the total amount of
either company's indebtedness to the other in any single fiscal year
since the determination date exceeds five percent (5%) of such company's
consolidated gross revenues as reported in its last completed fiscal
year;
For purposes of the above standards: (i) "COMPANY" includes Amdocs Limited
and any parent or subsidiary that would be required under U.S. generally
accepted accounting principles to prepare financial statements on a consolidated
basis; and (ii) "IMMEDIATE FAMILY MEMBER" includes a person's spouse, parents,
children, siblings, mothers and fathers-in-law, sons and daughters-in-law,
brothers and sisters-in-law, and anyone (other than domestic employees) who
shares such person's home, other than individuals who are no longer immediate
family members as a result of legal separation or divorce, or those who have
died or become incapacitated.
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APPENDIX C
AMDOCS LIMITED
1998 STOCK OPTION AND INCENTIVE PLAN
AS PROPOSED TO BE AMENDED ON JANUARY 23, 2008
1. PURPOSE; TYPE OF AWARDS; CONSTRUCTION
The purpose of the Amdocs Limited 1998 Stock Option and Incentive Plan (the
"Plan") is to afford an incentive to officers, directors, employees and
consultants of Amdocs Limited (the "Company"), or any subsidiary of the Company
which now exists or hereafter is organized or acquired by the Company, to
acquire a proprietary interest in the Company, to continue as employees,
directors and consultants, to increase their efforts on behalf of the Company
and to promote the success of the Company's business. It is further intended
that options granted by the Committee (as such a term is defined below) pursuant
to Section 8 of the Plan shall constitute "incentive stock options" ("Incentive
Stock Options") within the meaning of Section 422 of the Internal Revenue Code
of 1986, as amended (the "Code"), and options granted by the Committee pursuant
to Section 7 of the Plan shall constitute "nonqualified stock options"
("Nonqualified Stock Options"). The Committee may also grant restricted shares
("Restricted Stock") under the Plan pursuant to Section 9 of the Plan. If the
Committee so determines it may grant Nonqualified Stock Options or Restricted
Stock pursuant to the provisions of Section 102 of the Israel Income Tax
Ordinance (New Version) 1961, and any regulations, rules, orders or procedures
promulgated thereunder ("102 Securities").
2. DEFINITIONS
As used in this Plan, the following words and phrases shall have the
meanings indicated:
(a) "Ordinary Shares" shall mean shares of ordinary shares, par value
L0.01 per share, of the Company.
(b) "Disability" shall mean the inability of a Grantee (as defined in
Section 3 hereof) to engage in any substantial gainful activity by reason
of any medically determinable physical or mental impairment that can be
expected to result in death or that has lasted or can be expected to last
for a continuous period of not less than twelve (12) months.
(c) "Fair Market Value" per share as of a particular date shall mean
(i) if the shares of Ordinary Shares are not then listed on a national
securities exchange or traded in an over-the-counter market, such value as
the Committee, in its sole discretion, shall determine; or (ii) if the
shares of Ordinary Shares are then traded on a national securities exchange
the closing sales price per share of Ordinary Shares on the national
securities exchange, on which the Ordinary Shares are principally traded,
for the last preceding date on which there was a sale of such Ordinary
Shares on such exchange, or (iii) if the shares of Ordinary Shares are then
traded in an over-the-counter market, the average of the closing bid and
asked prices for the shares of Ordinary Shares in such over-the-counter
market for the last preceding date on which there was a sale of such
Ordinary Shares in such market.
(d) "Option" or "Options" shall mean a grant to a Grantee (as defined
in Section 3 hereof) of an option or options to purchase shares of Ordinary
Shares. Options granted by the Committee (as defined in Section 3 hereof),
pursuant to the Plan shall constitute either Incentive Stock Options or
Nonqualified Stock Options.
(e) "Parent" shall mean any company (other than the Company) in an
unbroken chain of companies ending with the Company if, at the time of
granting an award, each of the companies other than the Company owns stock
possessing fifty percent (50%) or more of the total combined voting power
of all classes of stock in one of the other companies in such chain.
(f) "Subsidiary" shall mean any company (other than the Company) in an
unbroken chain of companies beginning with the Company if, at the time of
granting an award, each of the companies other than the last company in the
unbroken chain owns stock possessing fifty percent (50%) or more of the
total combined voting power of all classes of stock in one of the other
companies in such chain.
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(g) "Ten Percent Stockholder" shall mean a Grantee (as defined in
Section 3 hereof), who, at the time an Incentive Stock Option is granted,
owns stock possessing more than ten percent (10%) of the total combined
voting power of all classes of stock of the Company or any Parent or
Subsidiary.
3. ADMINISTRATION
The Plan shall be administered by a committee (the "Committee") established
by the Board of Directors of the Company (the "Board").
The Committee shall have the authority in its discretion, subject to and
not inconsistent with the express provisions of the Plan, to administer the Plan
and to exercise all the powers and authorities either specifically granted to it
under the Plan or necessary or advisable in the administration of the Plan,
including, without limitation, the authority to grant Options and Restricted
Stock; to determine which Options shall constitute Incentive Stock Options and
which Options or Restricted Stock shall constitute Nonqualified Stock Options or
102 Securities; to determine the kind of consideration payable (if any) with
respect to awards; to determine the period during which Options may be exercised
and Restricted Stock shall be subject to restrictions, and whether in whole or
in installments; to determine the persons to whom, and the time or times at
which awards shall be granted (such persons are referred to herein as
"Grantees"); to determine the number of shares to be covered by each award; to
interpret the Plan; to prescribe, amend and rescind rules and regulations
relating to the Plan; to determine the terms and provisions of the agreements
(which need not be identical) entered into in connection with awards granted
under the Plan (the "Agreements"); to cancel or suspend awards, as necessary;
and to make all other determinations deemed necessary or advisable for the
administration of the Plan.
The Committee may delegate to one or more of its members or to one or more
agents such administrative duties as it may deem advisable, and the Committee or
any person to whom it has delegated duties as aforesaid may employ one or more
persons to render advice with respect to any responsibility the Committee or
such person may have under the Plan. All decisions, determinations and
interpretations of the Committee shall be final and binding on all Grantees of
any awards under this Plan.
The Board shall fill all vacancies, however caused, in the Committee. The
Board may from time to time appoint additional members to the Committee, and may
at any time remove one or more Committee members and substitute others.
No member of the Board or Committee shall be liable for any action taken or
determination made in good faith with respect to the Plan or any award granted
hereunder.
4. ELIGIBILITY
Officers, Directors, other employees and consultants of the Company or of
any Subsidiary or Parent shall be eligible to receive awards hereunder. In
determining the persons to whom awards shall be granted and the number of shares
to be covered by each award, the Committee, in its sole discretion, shall take
into account the contribution by the eligible individuals to the management,
growth and/or profitability of the business of the Company and such other
factors as the Committee shall deem relevant.
5. ORDINARY SHARES
The maximum number of Ordinary Shares reserved for grant of awards under
the Plan shall be 55,300,000. 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.
If any outstanding award under the Plan should, for any reason expire, be
canceled or be terminated without having been exercised in full, the shares of
Ordinary Shares allocable to the unexercised, canceled or terminated portion of
such award shall (unless the Plan shall have been terminated) become available
for subsequent grants of awards under the Plan; provided that an award under the
plan may not again be made available for issuance under the plan if such
Ordinary Shares are: (i) Ordinary Shares that were subject to stock-settled
stock appreciation rights and were not issued upon the net settlement or net
exercise of such stock appreciation rights, (ii) Ordinary Shares used to pay the
Option Price, (iii) Ordinary Shares delivered to or withheld by the Company to
pay the withholding
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taxes related to an Option or stock appreciation right, or (iv) Ordinary Share
repurchased on the open market with proceeds of an Option exercise.
6. TERMS AND CONDITIONS OF OPTIONS
Each Option granted pursuant to the Plan shall be evidenced by a written
agreement between the Company and the Grantee (the "Option Agreement"), in such
form as the Committee shall from time to time approve, which Option Agreement
shall comply with and be subject to the following terms and conditions:
(a) Number of Shares. Each Option Agreement shall state the number of
shares of Ordinary Shares to which the Option relates.
(b) Type of Option. Each Option Agreement shall specifically state
that the Option constitutes an Incentive Stock Option or a Nonqualified
Stock Option.
(c) Option Price. Each Option Agreement shall state the Option Price,
which shall not be less than one-hundred percent (100%) of the Fair Market
Value of the shares of Ordinary Shares covered by the Option on the date of
grant. The Option Price shall be subject to adjustment as provided in
Section 10 hereof. The date on which the Committee adopts a resolution
expressly granting an Option shall be considered the day on which such
Option is granted.
(d) Medium and Time of Payment. The Option Price shall be paid in
full, at the time of exercise and may be made in cash, by the delivery of
shares of Ordinary Shares with a fair market value equal to the Option
Price, provided that any such shares acquired by the Grantee pursuant to
the exercise of an Incentive Stock Option shall have been held by the
Grantee for a period of at least one year, or by a combination of cash and
such shares that have been held by the Grantee for a period of at least one
year whose fair market value together with such cash shall equal the Option
Price. The Committee may also permit Grantees, either on a selective or
aggregate basis, simultaneously to exercise Options and sell the shares of
Ordinary Shares thereby acquired pursuant to a brokerage or a similar
arrangement, approved in advance by the Committee, and use the proceeds
from such sale as payment of the Purchase Price of such shares.
(e) Term and Exercisability of Options. Each Option Agreement shall
be exercisable at such times and under such conditions as the Committee, in
its discretion, shall determine; provided, however, such exercise period
shall not exceed ten (10) years from the date of grant of such Option. The
exercise period shall be subject to earlier termination as provided in
Sections 6(f) and 6(g) hereof. An Option may be exercised, as to any or all
full shares of Ordinary Shares as to which the Option has become
exercisable, by giving written notice of such exercise to the Committee or
its designated agent.
Options shall become exercisable in cumulative installments of 25% on
the first, second, third and fourth anniversary of the date on which such
Option is granted, or at such other times and in such other installments
(which may be cumulative) as the Committee shall provide in the terms of
the respective Option Agreements; provided, however, that the Committee, in
its absolute discretion, may, on such terms and conditions as it may
determine to be appropriate, accelerate the time at which such Option or
any portion thereof may be exercised. The Option may contain performance
goals and measurements, and the provisions with respect to any Option need
not be the same as the provisions with respect to any other Option.
(f) Termination. Except as provided in this Section 6(f) and in
Section 6(g) hereof, an Option may not be exercised unless the Grantee is
then in the service or employ of the Company or a Parent or Subsidiary (or
a company or a parent or subsidiary company of such company issuing or
assuming the Option in a transaction to which Section 424(a) of the Code
applies), and unless the Grantee has remained continuously so employed or
has continuously performed such services since the date of grant of the
Option. In the event that the employment of a Grantee shall terminate or
Grantee shall cease performance of services for the Company, a Parent or a
Subsidiary thereof (in either event, other than by reason of death or
disability), all Options of such Grantee that are exercisable at the time
of such termination or cessation may, unless earlier terminated in
accordance with their terms, be exercised within ninety (90) days after the
date of such termination or cessation; provided, however, that if the
Company, Subsidiary, or Parent, as the case may be, shall terminate the
Grantee's employment for cause (as determined by the Committee), all
Options theretofore granted to such
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Grantee shall, to the extent not theretofore exercised, terminate on the
date of such termination or cessation unless otherwise determined by the
Committee. In the case of a Grantee whose principal employer is a
Subsidiary, the Grantee's employment shall be deemed to be terminated for
purposes of this Section 6(f) as of the date on which such principal
employer ceases to be a Subsidiary.
(g) Death or Disability of Grantee. If a Grantee shall die while
employed by, or performing services for, the Company or a Parent or
subsidiary thereof, or within ninety (90) days after the date of cessation
of such Grantee's employment or performance of services other than as a
result of termination for cause (or within such longer period as the
Committee may have provided pursuant to Section 6(e) hereof), or if the
Grantee's employment shall terminate or performance of services shall cease
by reason of Disability, all Options theretofore granted to such Grantee
may, unless earlier terminated in accordance with their terms, be exercised
by the Grantee or by the Grantee's estate or by a person who acquired the
right to exercise such Options by bequest or inheritance or otherwise by
reason of the death or Disability of the Grantee, at any time within twelve
months after the date of death or Disability of the Grantee. In the event
that an Option granted hereunder shall be exercised by the legal
representatives of a deceased or former Grantee, written notice of such
exercise shall be accompanied by a certified copy of letters testamentary
or equivalent proof of the right of such legal representative to exercise
such Option.
(h) Loans. Subject to any law, the Company may make loans to Grantees
as the Committee, in its discretion, may determine in connection with the
exercise of outstanding options granted under the Plan. Such loans shall
(i) be evidenced by promissory notes entered into by the Grantees in favor
of the Company, (ii) be subject to the terms and conditions set forth in
this Section 6(h) and such other terms and conditions, not inconsistent
with the Plan, as the Committee shall determine and (iii) bear interest, if
any, at such rate as the Committee shall determine. In no event may the
principal amount of any such loan exceed the exercise price less the par
value of the shares of Ordinary Shares covered by the option, or portion
thereof, exercised by the Grantee. The initial term of the loan, the
schedule of payments of principal and interest under the loan, the extent
to which the loan is to be with or without recourse against the Grantee
with respect to principal and/or interest and the conditions upon which the
loan will become payable in the event of the Grantee's termination of
employment or ceasing to perform services shall be determined by the
Committee; provided, however, that the term of the loan, including
extensions, shall not exceed 10 years. Unless the Committee determines
otherwise, when a loan shall have been made, shares of Ordinary Shares
having a Fair Market Value at least equal to the principal amount of the
loan shall be pledged by the Grantee to the Company as security for payment
of the unpaid balance of the loan and such pledge shall be evidenced by a
pledge agreement, the terms of which shall be determined by the Committee,
in its discretion; provided, however, that each loan shall comply with all
applicable laws, regulations and rules of the Board of Governors of the
Federal Reserve System and any other governmental agency having
jurisdiction.
(i) Other Provisions. The Option Agreements evidencing Options under
the Plan shall contain such other terms and conditions, not inconsistent
with the Plan, as the Committee may determine.
(j) Exercise of Options. A Grantee who decides to exercise an Option
in whole or in part shall give notice to the Company or its designated
agent of such exercise in writing on a form approved by the Committee. Such
notice shall specify the manner in which the Grantee will make payment of
the Option Price.
7. NONQUALIFIED STOCK OPTIONS
7.1. Options intended to constitute Nonqualified Stock Options shall be
subject only to the general terms and conditions specified in Section 6 hereof.
7A. 102 SECURITIES
Any 102 Securities which shall be granted to employees or consultants of
the Company, any Subsidiary or Parent, or if required by law, shall be issued to
a trustee nominated by the Board or the Committee (in accordance with the
provisions of Section 102) (the "Trustee") and held for the benefit of the
Grantee in accordance with any of the alternatives under Section 102 as shall be
prescribed from time to time by the Committee. The Trustee may also hold in
trust any shares issued upon exercise of such 102 Securities, pursuant to the
provisions of Section 102.
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8. INCENTIVE STOCK OPTIONS
Options intended to constitute Incentive Stock Options shall be subject to
the following special terms and conditions, in addition to the general terms and
conditions specified in Section 6 hereof.
(a) Value of Shares. The aggregate Fair Market Value (determined as of the
date the Incentive Stock Option is granted) of the shares of equity securities
of the Company with respect to which Incentive Stock Options granted under this
Plan and all other option plans of any Parent or Subsidiary become exercisable
for the first time by each Grantee during any calendar year shall not exceed
$100,000. To the extent that the aggregate fair market value of shares with
respect to which Incentive Stock Options are exercisable for the first time by
any Grantee during any calendar year exceeds $100,000, such Option shall be
treated as a Non-Qualified Stock Option. The foregoing shall be applied by
taking options into account in the order in which they were granted, with the
fair market value of any share to be determined at the time of the grant of the
Option. In the event the foregoing results in a portion of an Incentive Stock
Option exceeding the $100,000 limitation, only such excess shall be treated as a
Non-Qualified Stock Option.
(b) Ten Percent Stockholder. In the case of an Incentive Stock Option
granted to a Ten Percent Stockholder, (i) the Option Price shall not be less
than one hundred and ten percent (110%) of the Fair Market Value of the shares
of Ordinary Shares on the date of grant of such Incentive Stock Option and (ii)
the exercise period shall not exceed five (5) years from the date of grant of
such Incentive Stock Option.
9. RESTRICTED STOCK
The Committee may award shares of Restricted Stock to any eligible
individual. Each award of Restricted Stock under the Plan shall be evidenced by
an instrument, in such form as the Committee shall from time to time approve
(the "Restricted Stock Agreement"), and shall comply with the following terms
and conditions (and with such other terms and conditions not inconsistent with
the terms of this Plan as the Committee, in its discretion, shall establish
including, without limitation, the requirement that a Grantee provide
consideration for Restricted Stock upon the lapse of restrictions):
(a) The Committee shall determine the number of shares of Ordinary
Shares to be issued to the Grantee pursuant to the award.
(b)(i) Shares of Restricted Stock may not be sold, assigned,
transferred, pledged, hypothecated or otherwise disposed of, except by will
or the laws of descent and distribution, for such period as the Committee
shall determine from the date on which the award is granted (the
"Restricted Period"). The Committee may also impose such other restrictions
and conditions on the shares as it deems appropriate including the
satisfaction of performance criteria. Certificates for shares of stock
issued pursuant to Restricted Stock awards shall bear an appropriate legend
referring to such restrictions, and any attempt to dispose of any such
shares of stock in contravention of such restrictions shall be null and
void and without effect. During the Restricted Period, such certificates
shall be held in escrow by an escrow agent appointed by the Committee. In
determining the Restricted Period of an award, the Committee may provide
that the foregoing restrictions shall lapse with respect to specified
percentages of the awarded shares on successive anniversaries of the date
of such award, provided that the restrictions with respect to no more than
25% of the awarded shares shall lapse prior to the first anniversary of the
date of grant, no more than additional 25% shall lapse prior to the second
anniversary of the date of grant, no more than additional 25% shall lapse
prior to the third anniversary of the date of grant and no more than
additional 25% shall lapse prior to the forth anniversary of the date of
grant; provided further, however, that the foregoing vesting schedule shall
not apply to (A) Restricted Stock granted with restrictions related to
satisfaction of performance criteria; or (B) extraordinary circumstances as
shall be determined by the Committee which shall include, without
limitation, death or disability, a merger, consolidation, sale,
reorganization, recapitalization, or change in control of the Company; or
any other nonrecurring significant event affecting the Company, a
Participant or the Plan.
(ii) The Committee may adjust the performance goals to take into
account changes in law and accounting and tax rules and to make such
adjustments as the Committee deems necessary or appropriate to reflect the
inclusion or exclusion of the impact of extraordinary or unusual items,
events or circumstances, provided that no adjustment shall be made which
will result in an increase in the compensation of any Grantee
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whose compensation is subject to the limitation on deductibility under
Section 162(m) of the Internal Revenue Code, as amended, or a successor
provision, for the applicable year. The Committee also may adjust the
performance goals by reducing the amount to be received by any Grantee
pursuant to an award if and to the extent that the Committee deems it
appropriate.
(c) Subject to such exceptions as may be determined by the Committee,
if the Grantee's continuous employment with, or performance of, service
for, the Company or any Parent or Subsidiary shall cease for any reason
prior to the expiration of the Restricted Period of an award, any shares
remaining subject to restrictions (after taking into account the provisions
of Subsection (e) of this Section 9) shall be repurchased by the Company or
its Subsidiary at a price per share equal to the par value thereof.
(d) During the Restricted Period the Grantee shall possess all
incidents of ownership of such shares, subject to Subsection (b) of this
Section 9, including the right to receive dividends with respect to such
shares and to vote such shares.
(e) The Committee shall have the authority (and the Restricted Stock
Agreement may so provide) to cancel all or any portion of any outstanding
restrictions prior to the expiration of the Restricted Period with respect
to any or all of the shares of Restricted Stock awarded on such terms and
conditions as the Committee shall deem appropriate.
(f) Other Stock-Based Awards The Committee may grant other awards
under the Plan pursuant to which shares of Ordinary Shares (which may, but
need not, be shares of Restricted Stock pursuant to Section 9 hereof) are
or may in the future be acquired, or awards denominated in stock units,
including ones values using measures other than market value. The Committee
may also grant stock appreciation rights without the grant of an
accompanying option, which rights shall permit the Grantees to receive, at
the time of any exercise of such rights, cash equal to the amount by which
the fair market value of all shares of Ordinary Shares in respect to which
the right was granted exceeds the exercise price thereof. Such other stock
based awards may be granted alone, in addition to, or in tandem with any
award of any typed granted under the plan and must be consistent with the
purposes of the Plan. The Committee may not award such stock-based awards,
including but not limited to Shares of Restricted Stock or awards
denominated in stock units and stock appreciation rights, in an aggregate
amount that exceeds 9,700,000 Ordinary Shares.
9A. LIMITATIONS AND CONDITIONS.
(i) In the event that the Company makes an acquisition or is a party to a
merger or consolidation and the Company assumes or substitutes for the options
or other awards consistent with the purpose of this Plan of the Company
acquired, merged or consolidated which are administered pursuant to this Plan,
shares of Ordinary Shares subject to the assumed or substiuted options or other
awards shall not count as part of the total number of shares of Ordinary Shares
that may be made subject to awards under this Plan, except as may be required by
reason of Section 422 and related provisions of the Code. Any assumed or
substiuted awards to be administered under the Plan shall be on such terms as
the Board deems appropriate in the circumstances, notwithstanding any
limitations on the terms and conditions of awards contained in the Plan.
(ii) Subject to section 5 above, any shares that have been made subject to
an award that cease to be subject to the award (other than by reason of exercise
or payment of the award to the extent it is settled in shares) shall again be
available for award and shall not be considered as having been theretofore made
subject to award.
(iii) Nothing contained herein shall affect the right of the Company to
terminate any Grantee's employment at any time or for any reason.
10. EFFECT OF CERTAIN CHANGES
(a) If there is any change in the shares of Ordinary Shares through the
declaration of stock dividends, recapitalization, stock splits, combinations or
exchanges of such shares, or other similar transactions, which result in any
increase or decrease in the number of issued Ordinary Shares effected without
receipt of consideration (provided, however, that conversion of any convertible
security of the Company shall not be deemed to have been effected without
receipt of consideration), the number of shares of Ordinary Shares available for
awards, the number of such shares covered by outstanding awards, and the price
per share of Options shall be proportionately
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adjusted by the Committee to reflect such change in the issued shares of
Ordinary Shares; provided, however, that any fractional shares resulting from
such adjustment shall be eliminated.
(b) In the event of the dissolution or liquidation of the Company or in the
event of any corporate separation or division, including, but not limited to,
split-up, split-off or spin-off or in the event of other similar transactions,
the Committee may provide that:
(i) the Grantee of any award hereunder shall have the right to
exercise an Option (at its then Option price) or to receive in respect of
other types of awards the kind and amount of shares of stock and other
securities, property, cash or any combination thereof receivable upon such
dissolution, liquidation, or corporate separation or division by a Grantee
of the number of shares of Ordinary Shares subject to such award for which
such award might have been exercised or realized immediately prior to such
dissolution, liquidation, or corporate separation or division; or
(ii) each award granted under the Plan shall terminate as of a date to
be fixed by the Committee and that not less than thirty (30) days' written
notice of the date so fixed shall be given to each Grantee, who shall have
the right, during the period of thirty (30) days preceding such
termination, to exercise or otherwise realize with respect to such awards
all or any part of the shares of Ordinary Shares and other securities,
property, cash or any combination thereof, covered thereby.
In the event of a proposed sale of all or substantially all of the assets
of the Company or the merger of the Company with or into another corporation,
the Committee may provide that any award then outstanding shall be assumed or an
equivalent award shall be substituted by such successor corporation or a parent
or subsidiary of such successor corporation, unless such successor corporation
does not agree to assume the award or to substitute an equivalent award, in
which case the Committee shall, in lieu of such assumption or substitution,
provide for the realization of such outstanding awards in the manner set forth
in subsections 10(b)(i) or 10(b)(ii) above.
(c) In the event of a change in the Ordinary Shares of the Company as
presently constituted that is limited to a change of all of its authorized
shares of Ordinary Shares into the same number of shares with a different par
value or without par value, the shares resulting from any such change shall be
deemed to be the Ordinary Shares within the meaning of the Plan.
(d) Except as herein before expressly provided in this Section 10, the
Grantee of an award hereunder shall have no rights by reason of any subdivision
or consolidation of shares of stock of any class or the payment of any stock
dividend or any other increase or decrease in the number of shares of stock of
any class or by reason of any dissolution, liquidation, merger, or consolidation
or spin-off of assets or stock of another company; and any issue by the Company
of shares of stock of any class, or securities convertible into shares of stock
of any class, shall not affect, and no adjustment by reason thereof shall be
made with respect to, the number or price of shares of Ordinary Shares subject
to an award. Except in connection with a corporate transaction involving the
Company (including, without limitation, any stock dividend, stock split,
extraordinary cash dividend, recapitalization, reorganization, merger,
consolidation, split-up, spin-off, combination, or exchange of shares), the
terms of outstanding awards may not be amended to reduce the exercise price of
outstanding Options or stock appreciation rights or cancel outstanding Options
or stock appreciation rights in exchange for cash, other awards or Options or
stock appreciation rights with an exercise price that is less than the exercise
price of the original Options or stock appreciation rights without shareholder
approval. The grant of an award pursuant to the Plan shall not affect in any way
the right or power of the Company to make adjustments, reclassifications,
reorganizations or changes of its capital or business structures or to merge or
to consolidate or to dissolve, liquidate or sell, or transfer all or part of its
business or assets or engage in any similar transactions.
11. [RESERVED]
12. EFFECTIVE DATE AND TERM OF THE PLAN
Awards may be granted pursuant to the Plan from time to time by no later
than January 17, 2016, but awards previously granted may extend beyond such date
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13. NONTRANSFERABILITY OF AWARDS
Awards granted under the Plan shall not be transferable otherwise than by
will or by the laws of descent and distribution, other than pursuant to a valid
qualified domestic relations order issued by a court pursuant to Section 414(p)
of the Code, and awards may be exercised or otherwise realized, during the
lifetime of the Grantee, only by the Grantee.
14. APPROVAL OF SHAREHOLDERS
The Plan shall take effect upon its adoption by the Board but the Plan (and
any grants of awards made prior to the shareholder approval mentioned herein)
shall be subject to the approval of the holder(s) of a majority of the issued
and outstanding shares of voting securities of the Company entitled to vote,
which approval must occur within twelve months of the date the Plan is adopted
by the Board.
15. AGREEMENT BY GRANTEE REGARDING WITHHOLDING TAXES
If the Committee shall so require, as a condition of exercise of an Option
or other realization of an award, each Grantee shall agree that no later than
the date of exercise or other realization of an award granted hereunder, the
Grantee will pay to the Company or make arrangements satisfactory to the
Committee regarding payment of any federal, state or local taxes of any kind
required by law to be withheld upon the exercise of an Option or other
realization of an award. Alternatively, the Committee may provide that a Grantee
may elect, to the extent permitted or required by law, to have the Company
deduct federal, state and local taxes of any kind required by law to be withheld
upon the exercise of an Option or realization of any award from any payment of
any kind due to the Grantee.
16. AMENDMENT AND TERMINATION OF THE PLAN
The Board at any time and from time to time may suspend, terminate, modify
or amend the Plan; provided, however, that any amendment that would increase the
aggregate number of Ordinary Shares as to which awards may be granted under the
Plan or materially increase the benefits accruing to Grantees under the Plan or
change the class of employees eligible for participation in the Plan or reduce
the basis upon which the minimum Option Price is determined or extend the period
within which awards under the Plan may be granted or provide for an Option that
is exercisable more than 10 years after the date it is granted shall be subject
to the approval of the holders of a majority of the Ordinary Shares issued and
outstanding, except that any such increase or modification that may result from
adjustments authorized by Section 10 hereof shall not require such approval.
Except as provided in Section 10 hereof, no suspension, termination,
modification or amendment of the Plan may adversely affect any award previously
granted, unless the written consent of the Grantee is obtained. In addition,
unless such action is approved by the Company's shareholders: (1) no outstanding
Option granted under the Plan may be amended to provide an exercise price per
share that is lower than the then-current exercise price per share of such
outstanding Option (other than adjustments pursuant to Section 10) and (2) the
Board may not cancel any outstanding Option (whether or not granted under the
Plan) and grant in substitution therefore new awards under the Plan covering the
same or a different number of shares of Ordinary Shares and having an exercise
price per share lower than the then-current exercise price per share of the
cancelled option. No Option granted under the Plan shall contain any provision
entitling the Grantee to the automatic grant of additional Options in connection
with any exercise of the original Option.
17. RIGHTS AS A SHAREHOLDER
Except as provided in Section 9(d) hereof, a Grantee or a transferee of an
award shall have no rights as a shareholder with respect to any shares covered
by the award until the date of the issuance of a stock certificate to him or her
for such shares. No adjustment shall be made for dividends (ordinary or
extraordinary, whether in cash, securities or other property) or distribution of
other rights for which the record date is prior to the date such stock
certificate is issued, except as provided in Section 10 hereof.
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18. NO RIGHTS TO EMPLOYMENT
Nothing in the Plan or in any award granted or Agreement entered into
pursuant hereto shall confer upon any Grantee the right to continue in the
employ of the Company or any subsidiary or to be entitled to any remuneration or
benefits not set forth in the Plan or such Agreement or to interfere with or
limit in any way the right of the Company or any such subsidiary to terminate
such Grantee's employment or services. Awards granted under the Plan shall not
be affected by any change in duties or position of a Grantee as long as such
Grantee continues in the employ of the Company or any subsidiary.
19. BENEFICIARY
A Grantee may file with the Committee a written designation of a
beneficiary on such form as may be prescribed by the Committee and may, from
time to time, amend or revoke such designation. If no designated beneficiary
survives the Grantee, the executor or administrator of the Grantee's estate
shall be deemed to be the Grantee's beneficiary.
20. GOVERNING LAW
The Plan and all determinations made and actions taken pursuant hereto
shall be governed by the laws of the State of New York.
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ANNUAL GENERAL MEETING OF SHAREHOLDERS OF
AMDOCS LIMITED
JANUARY 23, 2008
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. -
[ ] 21230330000000000000 9 012308
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE, PLEASE
MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE [X]
FOR AGAINST ABSTAIN
1. Election of Directors:
2. APPROVAL OF AMENDMENT OF THE 1998 STOCK OPTION AND [ ] [ ] [ ]
INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES
NOMINEES: AUTHORIZED FOR ISSUANCE THEREUNDER AND TO MAKE OTHER
[ ] FOR ALL NOMINEES O Bruce K. Anderson CHANGES AS DESCRIBED IN THE ACCOMPANYING PROXY
O Adrian Gardner STATEMENT.
[ ] WITHHOLD AUTHORITY O Charles E. Foster 3. APPROVAL OF CONSOLIDATED FINANCIAL STATEMENTS FOR [ ] [ ] [ ]
FOR ALL NOMINEES O James S. Kahan FISCAL YEAR 2007.
O Dov Baharav 4. RATIFICATION AND APPROVAL OF ERNST & YOUNG LLP AND [ ] [ ] [ ]
[ ] FOR ALL EXCEPT O Julian A. Brodsky AUTHORIZATION OF AUDIT COMMITTEE OF BOARD TO FIX
(See instructions below) O Eli Gelman REMUNERATION.
O Nehemia Lemelbaum
O John T. McLennan
O Robert A. Minicucci
O Simon Olswang
O 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: [ ]
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 Shareholders [_____________] Date [______] Signature of Shareholders [_____________] 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.
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 26, 2007, at the annual General Meeting of shareholders to be held on
January 23, 2008 or any adjournment thereof.
(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)
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SIGNATURES
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 18, 2007