As filed with the Securities and Exchange Commission on April 14, 2014

Registration No. 333-157371

_____________________

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________

 

POST EFFECTIVE AMENDMENT NO. 2 TO THE

FORM F-6

REGISTRATION STATEMENT

under

THE SECURITIES ACT OF 1933

For American Depositary Shares

of

 

NICE-SYSTEMS LTD.

(Exact name of issuer of deposited securities as specified in its charter)

N/A

(Translation of issuer's name into English)

 

ISRAEL

(Jurisdiction of incorporation or organization of issuer)

 

THE BANK OF NEW YORK MELLON

(Exact name of depositary as specified in its charter)

One Wall Street, New York, New York 10286

(212) 495-1784

(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)

_______________________

 

The Bank of New York Mellon

ADR Division

One Wall Street, 29th Floor

New York, New York 10286

(212) 495-1784

(Address, including zip code, and telephone number, including area code, of agent for service)

 

Copies to:

Brian D. Obergfell, Esq.

Emmet, Marvin & Martin, LLP

120 Broadway

New York, New York 10271

(212) 238-3032

 

It is proposed that this filing become effective under Rule 466

[ ] immediately upon filing

[ ] on (Date) at (Time).

If a separate registration statement has been filed to register the deposited shares, check the following box. [ ]

 

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(c) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(c) may determine.

 

 

The prospectus consists of the proposed revised Form of American Depositary Receipt included as Exhibit A to the Form of Amended and Restated Deposit Agreement filed as Exhibit 1 to this Post-Effective Amendment No. 2 to the Registration Statement which is incorporated herein by reference.

PART I

INFORMATION REQUIRED IN PROSPECTUS

Item - 1. Description of Securities to be Registered

Cross Reference Sheet

Item Number and Caption	Location in Form of Receipt Filed Herewith as Prospectus
1.  Name and address of depositary	Introductory Article
2.  Title of American Depositary Receipts and identity of deposited securities	Face of Receipt, top center
Terms of Deposit:
(i)   The amount of deposited securities represented by one unit of American Depositary Receipts	Face of Receipt, upper right corner
(ii)   The procedure for voting, if any, the deposited securities	Articles number 15, 16 and 18
(iii)   The collection and distribution of dividends	Articles number 4, 12, 13, 15 and 18
(iv)  The transmission of notices, reports and proxy soliciting material	Articles number 11, 15, 16, 18 and 22
(v)   The sale or exercise of rights	Articles number 13, 14, 15 and 18
(vi)  The deposit or sale of securities resulting from dividends, splits or plans of reorganization	Articles number 12, 13, 15, 17 and 18
(vii)  Amendment, extension or termination of the deposit agreement	Articles number 20 and 21
(viii)  Rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts	Article number 11
(ix)  Restrictions upon the right to deposit or withdraw the underlying securities	Articles number 2, 3, 4, 5, 6, 8 and 23
(x)   Limitation upon the liability of the depositary	Articles number 14, 18, 19 and 21

 

3.  Fees and Charges

Articles number 7 and 8

Item - 2. Available Information

Public reports furnished by issuer

Article number 11

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item - 3. Exhibits

a.	Form of Deposit Agreement dated as of January 24, 1996, as amended and restated as of July 22, 1997, as further amended and restated as of February 28, 2011, as further amended and restated as of ____________, 2014 among NICE-Systems Ltd., The Bank of New York Mellon as Depositary, and all Owners and holders from time to time of American Depositary Receipts issued thereunder. - Filed herewith as Exhibit 1.
b.	Any other agreement to which the Depositary is a party relating to the issuance of the Depositary Shares registered hereby or the custody of the deposited securities represented. - Not Applicable.
c.	Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. - See (a) above.
d.	Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. – Previously Filed.
e.	Certification under Rule 466. – Not Applicable

 

Item - 4. Undertakings

(a)

The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the ADRs, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.

(b)

If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an ADR thirty days before any change in the fee schedule.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Post-Effective Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on April 14, 2014.

Legal entity created by the agreement for the issuance of American Depositary Receipts for Ordinary Shares of NICE-Systems Ltd.

By:

The Bank of New York Mellon, As Depositary

 

By: /s/ Joanne Di Giovanni Hawke

Name: Joanne Di Giovanni Hawke

Title: Managing Director

 

Pursuant to the requirements of the Securities Act of 1933, NICE-Systems Ltd. has caused this Post-Effective Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Ra'anana, State of Israel on April 14, 2014.

NICE-SYSTEMS LTD.

By:	/s/ Barak Eilam	By:	/s/ Dafna Gruber
Name:	Barak Eilam	Name:	Dafna Gruber
Title:	CEO	Title:	CFO

 

Each person whose signature appears below hereby constitutes and appoints Barak Eilam and Dafna Gruber, and each of them severally, his true and lawful attorney-in-fact with power of substitution and resubstitution to sign in his name, place and stead in any and all capacities the Registration Statement and any and all amendments thereto (including post-effective amendments) and any documents in connection therewith, and to file the same with the Securities and Exchange Commission, granting unto each of said attorneys full power to act with or without the other, and full power and authority to do and perform, in his name and on his behalf, every act whatsoever which such attorneys, or any one of them, may deem necessary or desirable to be done in connection therewith as fully and to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated on April 14, 2014.

 

/s/ David Kostman		Chairman of the Board of Directors
David Kostman
		Vice-Chairman of the Board of Directors
Joseph Atsmon
/s/ Barak Eilam		Chief Executive Officer
Barak Eilam		(Principal Executive Officer)
/s/ Dafna Gruber		Chief Financial Officer
Dafna Gruber		(Principal Financial Officer and
		Principal Accounting Officer)
/s/ Rimon Ben-Shaoul		Director
Rimon Ben-Shaoul
/s/ Dan Falk		Director
Dan Falk
/s/ Yocheved Dvir		Director
Yocheved Dvir
/s/ Yehoshua (Shuki) Ehrlich		Director
Yehoshua (Shuki) Ehrlich
		Director
Leo Apotheker
		Director
Joseph Cowan

 

Authorized Representative in the United States
NICE-SYSTEMS INC.
By:	/s/ Jeff Levenberg
Name:	Jeff Levenberg
Title:	Corporate Secretary

INDEX TO EXHIBITS

Exhibit Number	Exhibit
1	Form of Deposit Agreement dated as of January 24, 1996, as amended and restated as of July 22, 1997, as further amended and restated as of February 28, 2011, as further amended and restated as of _____________, 2014 among NICE-Systems Ltd., The Bank of New York Mellon as Depositary, and all Owners and holders from time to time of American Depositary Receipts issued thereunder.