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As Of Filer Filing For·On·As Docs:Size Issuer Agent 4/24/15 JPMorgan Chase Bank N… Depositary F-6 3:579K Nice Systems Ltd E-Data Systems, Inc./FA |
Document/Exhibit Description Pages Size 1: F-6 Registration of Depositary Shares Evidenced by HTML 83K American Depositary Receipts (Not Effective Immediately) 2: EX-99.(A) Miscellaneous Exhibit HTML 287K 3: EX-99.(D) Miscellaneous Exhibit HTML 12K
Unassociated Document |
Scott A. Ziegler, Esq.
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Ziegler, Ziegler & Associates LLP
570 Lexington Avenue, 44th Floor
(212) 319-7600
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immediately upon filing
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on (Date) at (Time)
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Title of each class of
Securities to be registered
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Amount
to be registered
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Proposed maximum aggregate price per unit (1)
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Proposed maximum
aggregate offering
price (2)
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Amount of
registration fee
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American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing one ordinary share of NICE-Systems Ltd.
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100,000,000
American
Depositary Shares
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$0.05
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$5,000,000
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$581.00
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(2)
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Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of American Depositary Receipts evidencing American Depositary Shares.
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Item Number and Caption
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Location in Form of Receipt
Filed Herewith as Prospectus
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1.
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Name and address of depositary
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Introductory Article
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2.
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Title of American Depositary Receipts and identity of deposited securities
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Face of Receipt, top center
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Terms of Deposit:
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(i)
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The amount of deposited securities represented by one unit of American Depositary Receipts
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Face of Receipt, upper right corner
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(ii)
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The procedure for voting, if any, the deposited securities
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Articles 15, 16 and 18
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(iii)
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The collection and distribution of dividends
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Articles 4, 12, 13, 15 and 18
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(iv)
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The transmission of notices, reports and proxy soliciting material
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Articles 11, 15, 16 and 18
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(v)
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The sale or exercise of rights
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Articles 13, 14, 15 and 18
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(vi)
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The deposit or sale of securities resulting from dividends, splits or plans of reorganization
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Articles 12, 13, 15, 17 and 18
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(vii)
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Amendment, extension or termination of the deposit agreement
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Articles 20 and 21
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(viii)
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Rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts
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Article 11
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(ix)
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Restrictions upon the right to deposit or withdraw the underlying securities
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Articles 2, 3, 4, 5, 6, 8 and 22
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(x)
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Limitation upon the liability of the depositary
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Articles 14, 18, 19 and 21
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3.
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Fees and Charges
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Articles 7 and 8
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Item Number and Caption
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Location in Form of American Depositary
Receipt Filed Herewith as Prospectus
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(b) |
Statement that NICE-Systems Ltd. is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and, accordingly, files certain reports with the Commission, and that such reports can be inspected by holders of American Depositary Receipts and copied at public reference facilities maintained by the Commission in Washington, D.C.
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Article 11
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(a)
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Deposit Agreement. Fourth Amended and Restated Deposit Agreement dated as of , 2015 among NICE-Systems Ltd., JPMorgan Chase Bank, N.A., as depositary (the "Depositary"), and all owners and holders from time to time of ADRs issued thereunder (the "Deposit Agreement"). Filed herewith as Exhibit (a).
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(b)
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Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby. Not applicable.
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(c)
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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. Not applicable.
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(d)
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Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities being registered. Filed herewith as Exhibit (d).
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(a)
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The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the American Depositary Receipts, 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.
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(b)
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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 American Depositary Receipt thirty days before any change in the fee schedule.
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Legal entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares
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By:
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JPMORGAN CHASE BANK, N.A., as Depositary
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By:
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/s/ Gregory A. Levendis | |
Name: Gregory A. Levendis | |||
Title: Executive Director | |||
NICE-Systems Ltd.
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By: |
/s/ Barak Eilam
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Name: Barak Eilam
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Title: Chief Executive Officer
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By: |
/s/ Sarit Sagiv
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Name: Sarit Sagiv
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Title: Chief Financial Officer
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Signature
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Title
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Date
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/s/ David Kostman
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Chairman of the Board of Directors
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/s/ Joseph Atsmon
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Vice Chairman of the Board of Directors
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/s/ Barak Eilam
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Chief Executive Officer
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/s/ Sarit Sagiv
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Chief Financial Officer
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/s/ Rimon Ben-Shaoul
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Director
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/s/ Dan Falk
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Director
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/s/ Yocheved Dvir
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Director
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/s/ Shuki Ehrlich
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Director
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Director
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, 2015
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Leo Apotheker
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/s/ Joe Cowan
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Director
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Authorized U.S. Representative
NICE Systems, Inc.
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By:
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Name: Jeffrey Levenberg
Title: Corporate Secretary
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Exhibit Number
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(a)
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Form of Deposit Agreement
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(d)
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Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities to be registered.
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This ‘F-6’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 4/24/15 | F-6 POS | ||
List all Filings |
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