Post-effective Amendment to a Previously Filed F-6. (f-6 Pos)
29 Abril 2020 - 5:12PM
Edgar (US Regulatory)
As filed with
the U.S. Securities and Exchange Commission on April 29, 2020
Registration
No. 333-203623
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
____________________
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
For Depositary Shares Evidenced by American
Depositary Receipts
___________________
NICE
LTD.
(Exact name of issuer of deposited securities
as specified in its charter)
Israel
(Jurisdiction of incorporation or organization
of issuer)
JPMORGAN CHASE BANK, N.A.
(Exact name of depositary as specified
in its charter)
383 Madison Avenue, Floor 11, New
York, New York 10179
Telephone (800) 990-1135
(Address, including zip code, and telephone
number, including area code, of depositary's principal executive offices)
____________________
Nice Ltd.
221 River St, 10th Floor
Hoboken, NJ 07030
(866) 999-6423
(Address, including zip code, and telephone
number, including area code, of agent for service)
Copy to:
Scott A. Ziegler, Esq.
|
Ziegler, Ziegler & Associates
LLP
570 Lexington Avenue, Suite
2405
New York, New York 10022
(212) 319-7600
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It is proposed that this filing become
effective under Rule 466
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☐
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immediately
upon filing
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☐
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on (Date) at (Time)
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If a separate registration statement has
been filed to register the deposited shares, check the following box. ☐
CALCULATION OF REGISTRATION FEE
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 Ltd.
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n/a
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n/a
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n/a
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n/a
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(1)
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Each unit represents one American Depositary Share.
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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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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(a) 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(a), may determine.
PART
I
INFORMATION
REQUIRED IN PROSPECTUS
The
Prospectus consists of the proposed form of American Depositary Receipt (“ADR” or “American Depositary Receipt”)
as included as Exhibit A to the form of Amendment No. 1 to the Fourth Amended and Restated Deposit Agreement filed as Exhibit
(a)(2) to this Post-Effective Amendment to Registration Statement on Form F-6, which is incorporated herein by reference.
CROSS
REFERENCE SHEET
Item
1. DESCRIPTION OF SECURITIES TO BE REGISTERED
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
2. AVAILABLE INFORMATION
Item
Number and Caption
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Location in Form of American Depositary
Receipt Filed Herewith as Prospectus
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(b)
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Statement
that NICE 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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PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
3. EXHIBITS
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(a)(1)
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Deposit
Agreement. Fourth Amended and Restated Deposit Agreement dated as of ,
2015 among Nice Ltd. (fka NICE-Systems Ltd.), JPMorgan Chase Bank, N.A., as depositary
(the "Depositary"), and all holders from time to time of ADRs issued thereunder
(the "Deposit Agreement"). Previously filed.
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(a)(2)
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Form
of Amendment No. 1 to Deposit Agreement, including the Form of American Depositary Receipt,
is filed herewith as Exhibit (a)(2).
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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. Previously filed.
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(e)
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Certification under Rule 466.
Not applicable.
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(f)
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Power
of Attorney. Previously filed.
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Item
4. UNDERTAKINGS
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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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SIGNATURE
Pursuant
to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A., on behalf of the legal entity created
by the Deposit Agreement, 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 to Registration Statement on Form F-6 to be signed on its behalf by
the undersigned, thereunto duly authorized, in The City of New York, State of New York, on April 29, 2020.
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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/ Timothy E. Green
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Name:
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Timothy E. Green
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Title:
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Vice President
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SIGNATURES
Pursuant to the requirements of the
Securities Act of 1933, as amended, NICE Ltd. has duly caused this Post-Effective Amendment to Registration Statement on Form
F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Ra'anana, State of Israel, on April
29, 2020.
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NICE Ltd.
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By:
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/s/
Barak Eilam
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Name: Barak Eilam
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Title: Chief Executive Officer
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By:
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/s/
Beth Gaspich
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Name:
Beth Gaspich
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Title: Chief Financial Officer
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Under the requirements
of the Securities Act of 1933, as amended, this Post-Effective Amendment to Registration Statement on Form F-6 has been signed
below by the following persons in the capacities and on the dates indicated.
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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April 29, 2020
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David Kostman
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/s/ Barak Eilam
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Chief Executive Officer
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April 29, 2020
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Barak Eilam
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/s/
Beth Gaspich
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Chief Financial Officer
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April 29, 2020
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Beth Gaspich
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/s/
Rimon Ben-Shaoul*
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Director
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April 29, 2020
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Rimon Ben-Shaoul
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/s/
Dan Falk*
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Director
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April 29, 2020
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Dan Falk
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/s/
Yocheved Dvir*
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Director
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April 29, 2020
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Yocheved Dvir
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/s/
Shuki Ehrlich*
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Director
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April 29, 2020
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Shuki Ehrlich
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Director
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Leo Apotheker
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/s/
Joe Cowan*
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Director
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April 29, 2020
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Joe Cowan
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Director
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Zehava Simon
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*By:
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/s/ Barak
Eilam
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Name:
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Barak Eilam
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Title:
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Power of Attorney
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SIGNATURE OF AUTHORIZED REPRESENTATIVE
OF THE REGISTRANT
Under the Securities
Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of NICE Ltd, has signed this
Post-Effective Amendment to Registration Statement on Form F-6 in Hoboken, New Jersey on April 29, 2020.
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Authorized U.S. Representative
NICE Ltd.
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By:
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/s/ Jeffrey Levenberg
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Name: Jeffrey Levenberg
Title: Corporate Secretary
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INDEX
TO EXHIBITS
Exhibit
Number
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(a)(2)
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Form
of Amendment to Deposit Agreement
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