Amdocs Ltd – ‘S-8 POS’ on 4/6/01

On:  Friday, 4/6/01, at 5:32pm ET   ·   Effective:  4/6/01   ·   Accession #:  904454-1-500019   ·   File #:  333-58454

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Post-Effective Amendment to an S-8   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8 POS     Post-Effective Amendment to an S-8                     7     20K 
 2: EX-4        Instrument Defining the Rights of Security Holders    14     48K 
 3: EX-5        Opinion re: Legality                                   1      7K 
 4: EX-23       Exhibit 23.2                                           1      6K 

S-8 POS   —   Post-Effective Amendment to an S-8
Document Table of Contents

S-8 POS
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As filed with the Securities and Exchange Commission on April 6, 2001   
                                   Registration No. 333-
==========================================================================      
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------

FORM S-8
REGISTRATION STATEMENT
 UNDER
THE SECURITIES ACT OF 1933
------------

AMDOCS LIMITED
--------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)

Island of Guernsey                                       Not Applicable         
--------------------------------------------------------------------------------
(State or other                                         (I.R.S. employer        
jurisdiction of                                      identification number)     
incorporation or                                                                
organization)                                                                   

Suite 5, Tower Hill House Le Bordage
St. Peter Port, Island of Guernsey, 
GY1 3QT Channel Islands 
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)
------------

1998 STOCK OPTION AND INCENTIVE PLAN, AS AMENDED
(Full title of the Plan)
------------

Amdocs, Inc.
 1390 Timberlake Manor Parkway
Chesterfield, Missouri 63017
 Attention: Thomas G. O'Brien, Treasurer
(314) 212-8328
--------------------------------------------------------------------------------
 (Name, address and telephone number, including area
 code, of agent for service)
------------

Copies to:
ROBERT A. SCHWED, ESQ.
Reboul, MacMurray, Hewitt, Maynard & Kristol
45 Rockefeller Plaza
 New York, N. Y. 10111
(212) 841-5700

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 CALCULATION OF REGISTRATION FEE
==========================================================================      

          Proposed    Proposed
         maximum     maximum
           Amount         offering    aggregate      Amount of
Title of securities to be          price per   offering       registration      
to be registered    registered     share(1)    price          fee               
--------------------------------------------------------------------------      

Ordinary Shares,                                                                
L0.01 par value    19,000,000     $42.38    $805,220,000     $201,305       

==========================================================================      

(1)  Estimated solely for the purpose of calculating the registration fee       
 pursuant to Rule 457(c) and 457(h) under the Securities Act of 1933, as
   amended, (the "1933 Act") on the basis of the average of the high and low
sale prices of Amdocs Limited's Ordinary Shares on the New York Stock 
  Exchange as of a date (April 4, 2001) within five business days prior to
filing this Registration Statement.                                   
==========================================================================      

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EXPLANATORY NOTE

    This Registration Statement relates to the offering of additional Ordinary
Shares issuable pursuant to the Registrant's 1998 Stock Option and Incentive    
Plan, as amended (the "Plan"). The Registrant's earlier Registration Statements 
on Form S-8, Nos. 333-92705 and 333-31506, relating to 6,600,000 and 6,700,000, 
respectively, of its Ordinary Shares, L0.01 par value, issuable pursuant to the 
Plan are incorporated herein by reference.                                      

ITEM 8.   EXHIBITS.                                                             

Exhibit                                                                         
Number    Description                                                           
-------   -----------                                                           

4         1998 Stock Option and Incentive Plan, as amended, of Amdocs           
Limited                                                     

5         Opinion of Carey Langlois with respect to the legality of the         
securities being registered                                 

23.1      Consent of Carey Langlois (included in Exhibit 5)                     

23.2      Consent of Ernst & Young LLP                                          

24        Powers of Attorney (included on signature page)                       

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SIGNATURES

          Pursuant to the requirements of the 1933 Act, the Registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements 
for filing on Form S-8 and has duly caused this 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 this 6th day of April, 2001.                 

                      AMDOCS LIMITED

           By:   /s/ BRUCE K. ANDERSON
                           -------------------------------------
             Bruce K. Anderson
                       Chief Executive Officer and
                 Chairman of the Board

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 POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Bruce K. Anderson, Robert A. Minicucci   
and Thomas G. O'Brien, and each of them singly (with full power to each of them 
to act alone), as true and lawful attorneys-in-fact and agents, with full power 
of substitution and resubstitution in each of them for him and in his name,     
place and stead, and in any and all capacities, to sign any and all amendments  
(including post-effective amendments) to this Registration Statement (or any    
other Registration Statement for the same offering that is to be effective upon 
filing pursuant to Rule 462(b) under the 1933 Act), and to file the same, with  
all exhibits thereto and other documents in connection therewith, with the      
Securities Exchange Commission, granting unto said attorneys-in-fact and agents,
and each of them, full power and authority to do and perform each and every act 
and thing requisite or necessary to be done in and about the premises, as full  
to all intents and purposes as he might or could do in person, hereby ratifying 
and confirming all that said attorneys-in-fact and agents or any of them or     
their or his substitute or substitutes may lawfully do or cause to be done by   
virtue hereof.                                                                  

   Pursuant to the requirements of the 1933 Act, this Registration
Statement has been signed by the following persons in the capacities and on the 
dates indicated:                                                                

Signatures                   Title                          Date                
-----------                  -----                          ----                

/s/ BRUCE K. ANDERSON       Chief Executive Officer and    April 6, 2001      
----------------------       Chairman of the Board                              
Bruce K. Anderson                                                         

/s/ ROBERT A. MINICUCCI     Chief Financial Officer and    April 6, 2001      
----------------------       Director                                           
Robert A. Minicucci                                                     

Director              
----------------------                                                          
Adrian Gardner                                                          

/s/ JAMES KAHAN             Director                       April 6, 2001      
----------------------                                                          
James Kahan                                                           

/s/ JOHN T. MCLENNAN        Director                       April 6, 2001      
----------------------                                                          
John T. McLennan                                                      

Director              
----------------------                                                          
Avinoam Naor                                                          

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/s/ LAWRENCE PERLMAN        Director                       April 6, 2001      
----------------------                                                          
Lawrence Perlman                                                        

/s/ MICHAEL J. PRICE        Director                       April 6, 2001      
----------------------                                                          
Michael J. Price                                                        

Director              
----------------------                                                          
Modi Rosen                                                          

Director              
----------------------                                                          
Ron Zuckerman                                                         

/s/ THOMAS G. O'BRIEN       Amdocs Limited's Authorized    April 6, 2001      
----------------------       Representative in the United                       
Thomas G. O'Brien        States                                         

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 EXHIBIT INDEX

EXHIBIT                                                                         
NUMBER                        DESCRIPTION                                       
-------                       -----------                                       

4         1998 Stock Option and Incentive Plan, as amended, of Amdocs           
Limited                                                     

5         Opinion of Carey Langlois with respect to the legality of the         
securities being registered                                 

23.1      Consent of Carey Langlois (included in Exhibit 5)                     

23.2      Consent of Ernst & Young LLP, independent auditors                    

24        Powers of Attorney (included on signature page)                       

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-8 POS’ Filing		Date		First		Last			Other Filings
Filed on / Effective on:		4/6/01		1		6			S-8
		4/4/01		2
									List all Filings