- Amended tender offer statement by Issuer (SC TO-I/A)
25 Juin 2009 - 10:05PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
AMENDMENT NO. 1 TO
SCHEDULE TO
TENDER
OFFER STATEMENT UNDER
SECTION 14(d)(1) or 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
NICE-SYSTEMS LTD.
(Name of Subject
Company (Issuer) and Filing Person (Offeror))
Options to Purchase Ordinary Shares, par
value one New Israeli Shekel per share
(Title of
Class of Securities)
M7494X101
(CUSIP Number of Ordinary Shares
Underlying Class of Securities)
Dafna Gruber
Corporate Vice President and Chief Financial Officer
NICE-Systems Ltd.
8 Hapnina Street
P.O.Box 690
Raanana 43107, Israel
Telephone: +972-9-775-3151
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(Name, Address and Telephone
Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Person)
With copies to:
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Adam M. Klein, Esq.
Goldfarb, Levy, Eran, Meiri, Tzafrir & Co.
2 Weizmann Street
Tel Aviv 64239, Israel
Telephone: +972-3-608-9947
Telecopy: +972 3-521-2212
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Kenneth L.
Henderson, Esq.
Bryan Cave LLP
1290 Avenue of the Americas
New York, New York 10104
Telephone: (212) 541-2000
Telecopy: (212) 541-4630
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CALCULATION OF FILING FEE
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Transaction valuation*
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Amount of filing fee**
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$6,500,000
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$362.70
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* Estimated
solely for purposes of determining the filing fee. This amount assumes that
options to purchase an aggregate of 1,734,422 ordinary shares of NICE-Systems
Ltd. having an aggregate value of $6,500,000 will be exchanged for new options
or new restricted share units and cancelled pursuant to this exchange offer.
The aggregate value of such securities was calculated based on the
Black-Scholes option pricing model as of June 17, 2009.
** The amount
of the filing fee, calculated in accordance with Rule 0-11 under the Securities
Exchange Act of 1934, as amended, as modified by Fee Rate Advisory No. 5 for
Fiscal Year 2009, equals $55.80 per $1,000,000 of transaction valuation. The
transaction valuation set forth above was calculated for the sole purpose of
determining the filing fee, and should not be used or relied upon for any other
purpose.
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x
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Check the
box if any part of the fee is offset as provided by Rule 0-11(a)(2) and
identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
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Amount
Previously Paid: $362.70
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Filing
party: NICE-Systems LTD.
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Form or
Registration No.: 005-56249
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Date filed:
June 23, 2009.
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o
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Check the
box if the filing relates solely to preliminary communications made before the
commencement of a tender offer.
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Check the
appropriate boxes below to designate any transactions to which the statement
relates:
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o
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third party
tender offer subject to Rule 14d-1.
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x
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issuer
tender offer subject to Rule 13e-4.
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o
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going-private
transaction subject to Rule 13e-3.
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o
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amendment to
Schedule 13D under Rule 13d-2.
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Check the
following box if the filing is a final amendment reporting the results of the
tender offer:
o
This
Amendment No. 1 (this Amendment No. 1) amends and supplements the Tender Offer
Statement on Schedule TO (Schedule TO) filed with the Securities and Exchange
Commission of June 23, 2009, relating to an offer by NICE-Systems Ltd. (the
Company) to exchange certain outstanding options to purchase ordinary shares
held by certain employees granted under the Companys 2003 Stock Option Plan and
Actimize Ltd. 2003 Omnibus Stock Option and Restricted Stock Incentive Plan.
Only
those items amended are reported in this Amendment No. 1. Except as specifically provided
herein, the information contained in the Schedule TO remains unchanged and this Amendment
No. 1 does not modify any of the information previously reporting on the Schedule TO.
The Exhibit Index included in this Schedule TO is incorporated herein by reference.
SIGNATURE
After
due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
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NICE-SYSTEMS LTD.
By: /s/ Dafna Gruber
Dafna Gruber
Corporate Vice President and
Chief Financial Officer
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Date: June 25, 2009
EXHIBIT INDEX
Exhibit
Number
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Description
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(a)(1)(A)
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Offer
to Exchange Certain Outstanding Options, dated June 23, 2009, including Summary
Term Sheet.
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(a)(1)(B)
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Form
of Email to be Sent to Eligible Employees Upon Commencement of the Offer to
Exchange, from Haim Shani, Chief Executive Officer of NICE-Systems Ltd.
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(a)(1)(C)
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Form
of Email to be Sent to Eligible Employees Upon Commencement of the Offer to
Exchange, from the Vice President of Corporate Human Resources of NICE-Systems
Ltd.
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(a)(1)(D)
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Form
of Letter to Eligible Option Holders.
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(a)(1)(E)
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Form
of Paper Election Form.
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(a)(1)(F)
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Form
of Election Form Web Submission.
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(a)(1)(G)
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Form
of Paper Notice of Withdrawal.
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(a)(1)(H)
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Form
of Notice of Withdrawal Web Submission.
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(a)(1)(I)
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Form
of E-mail Communication Regarding Confirmation of Receipt of Election Form.
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(a)(1)(J)
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Form
of E-mail Communication Regarding Confirmation of Receipt of Notice of
Withdrawal.
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(a)(1)(K)
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Employee
Training Materials.
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(a)(1)(L)
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Annual
Report on Form 20-F for the fiscal year ended December 31, 2008 filed with the
Securities and Exchange Commission on April 6, 2009 (Commission File No.
000-27466), incorporated herein by reference.
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(a)(1)(M)
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Current
Report of Foreign Private Issuer on Form 6-K filed with the Securities and
Exchange Commission on May 7, 2009 (Commission File No. 000-27466),
incorporated herein by reference.
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(a)(1)(N)*
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Form
of E-mail sent to employees residing in Israel regarding the distribution of the username
and password for the exchange offer website.
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(a)(1)(O)*
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Form
of E-mail sent to employees residing in the United States regarding the distribution of
the username and password for the exchange offer website.
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(a)(1)(P)*
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Form
of Letter sent to employees residing in the United States and the United Kingdom
distributing each employees username and password for the exchange offer website.
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(a)(1)(Q)*
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Form
of Letter sent to employees residing in Israel and Hong Kong distributing each employees
username and password for the exchange offer website.
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(d)(1)
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NICE
Systems Ltd. 2003 Stock Option Plan, as amended (filed as Exhibit 4.4 to
NICE-System Ltd.s Annual Report on Form 20-F (File No. 000-27466) filed
with the Securities and Exchange Commission on April 6, 2009, and incorporated
herein by reference).
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(d)(2)
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Actimize
Ltd. 2003 Omnibus Stock Option and Restricted Stock Incentive Plan (filed as
Exhibit 4.4 to NICE-System Ltd.s Registration Statement on Form S-8
(Registration No. 333-145981) filed with the Securities and Exchange Commission
on September 11, 2007, and incorporated herein by reference).
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(d)(3)
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NICE
Systems Ltd. 2008 Share Incentive Plan, as amended (filed as Exhibit 4.8 to
NICE-System Ltd.s Annual Report on Form 20-F (File No. 000-27466) filed
with the Securities and Exchange Commission on April 6, 2009, and incorporated
herein by reference).
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(d)(4)
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Form
of Option Agreement pursuant to the 2008 Share Incentive Plan, as amended (for
participants in Hong Kong).
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(d)(5)
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Form
of Option Agreement pursuant to the 2008 Share Incentive Plan, as amended (for
participants in Israel).
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(d)(6)
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Form
of Option Agreement pursuant to the 2008 Share Incentive Plan, as amended (for
participants in the United Kingdom).
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(d)(7)
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Form
of RSU Agreement pursuant to the 2008 Share Incentive Plan, as amended (for
participants in the United States).
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(d)(8)
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Form
of Notice provided to Employees in Israel regarding the exercise price
reduction of certain outstanding options to acquire ordinary shares.
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(d)(9)
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Form
of Option Exchange Agreement entered into by NICE-Systems Ltd. and certain
Israeli Executive Officers.
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(d)(10)
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Form
of Option Exchange Agreement entered into by NICE-Systems Ltd. and a certain
U.S. Executive Officer.
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