- Amended tender offer statement by Issuer (SC TO-I/A)
06 Août 2009 - 3:22PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
AMENDMENT NO. 4 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:
x
This
Amendment No. 4 (this Amendment No. 4) amends and supplements the Tender Offer
Statement on Schedule TO originally filed with the Securities and Exchange Commission (the
SEC) on June 23, 2009, and amended by Amendment No. 1 on June 25, 2009,
Amendment No. 2 filed with the SEC on July 27, 2009, and Amendment No. 3 filed with the
SEC on July 28, 2009 (as amended, the Schedule TO) 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. 4. Except as specifically provided
herein, the information contained in the Schedule TO remains unchanged and this Amendment
No. 4 does not modify any of the information previously reported on the Schedule TO.
Capitalized terms used herein but not otherwise defined have the meaning ascribed to such
terms in the Schedule TO.
ITEM 4 Terms of the
Transaction.
Item 4 of Schedule TO is hereby
amended and supplemented by adding thereto the following:
The Exchange Offer expired at 4:00
p.m., Eastern Daylight Time, on August 5, 2009. Pursuant to the Exchange Offer, the
Company accepted for exchange Eligible Options to purchase an aggregate of 1,492,204
ordinary shares, representing approximately 86% of the 1,734,422 ordinary shares
represented by all Eligible Options. On August 5, 2009, the Company granted, under its
2008 Plan, New Options to purchase 311,454 ordinary shares, and New RSUs representing
185,932 ordinary shares, in exchange for the Eligible Options tendered and accepted
pursuant to the Exchange Offer.
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/ Yechiam Cohen
Yechiam Cohen
General Counsel
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Date: August 6, 2009
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