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Name | Symbol | Market | Type |
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NICE Ltd | NASDAQ:NICE | NASDAQ | Depository Receipt |
Price Change | % Change | Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-4.84 | -2.71% | 173.70 | 173.72 | 174.70 | 179.22 | 173.66 | 178.55 | 432,270 | 23:10:56 |
ISRAEL
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N/A
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(State or Other Jurisdiction of Incorporation)
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(I.R.S. Employer Identification Number)
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Title of Securities
To Be Registered
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Amount To
Be Registered (2)
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Proposed Maximum
Offering Price Per Share
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Proposed Maximum
Aggregate Offering Price
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Amount of
Registration Fee
|
Ordinary Shares, par value NIS 1.00 per share (1)
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2,329 (3)
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$20.44(4)
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$47,604.76
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$6.18
|
Ordinary Shares, par value NIS 1.00 per share (1)
|
1,474 (3)
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$24.99(4)
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$36,835.26
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$4.78
|
Ordinary Shares, par value NIS 1.00 per share (1)
|
2,020 (3)
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$54.51(4)
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$110,110.20
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$14.29
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TOTAL:
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5,823
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$33.41(5)
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$194,550.02
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$25.25
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(1) |
American Depositary Shares (“ADSs”), evidenced by American Depositary Receipts (“ADRs”), issuable upon deposit of Ordinary Shares, par value NIS 1.00 per share, of NICE
Ltd. (the “Company”) are registered on a separate registration statement. Each ADS represents one Ordinary Share.
|
(2) |
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers such indeterminate number of Ordinary Shares
as may be offered or issued to prevent dilution resulting from stock splits, stock dividends, or similar transactions pursuant to the terms of the Guardian Analytics, Inc. 2006 Stock Plan (the “2006 Plan”).
|
(3) |
Represents Ordinary Shares subject to issuance upon the exercise of stock options outstanding under the 2006 Plan and assumed by the Registrant pursuant to the Agreement (as defined
below).
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(4) |
Represents the exercise price of assumed stock options, as adjusted for the merger ratio pursuant to the Agreement.
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(5) |
Represents the weighted average exercise price of the foregoing stock options.
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ITEM 3. |
INCORPORATION OF DOCUMENTS BY REFERENCE.
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(i)
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our Annual Report on Form 20-F for the fiscal year ended December 31, 2019, filed with the Commission on April 6, 2020;
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(ii)
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our Form F-6 Amendment filed with the Commission on April 29, 2020;
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(iii)
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the GAAP financial information contained in Exhibit 99.1 to our report on Form 6-K filed with the Commission on May 14, 2020;
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(iv)
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the GAAP financial information contained in Exhibit 99.1 to our first report on Form 6-K filed with the Commission on August 6, 2020;
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(v)
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our report on Form 6-K filed with the Commission on August 18, 2020;
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(vi)
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the interim financial statements as of June 30, 2020, contained in Exhibit 99.2 to our report on Form 6-K filed with the Commission on August 24, 2020
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(vii) |
our report on Form 6-K filed with the Commission August 25, 2020;
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(viii) |
our report on Form 6-K filed with the Commission September 10, 2020; and
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(ix) |
The descriptions of our ADSs, ADRs and our Ordinary Shares contained in our Registration Statement on Form F-3 filed with the Commission on September 18, 2007, as updated by Exhibit
2.3 of our Annual Report on Form 20-F for the fiscal year ended December 31, 2019, filed with the Commission on April 6, 2020 and including any subsequent amendment or report filed for the purpose of updating such description.
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• |
a violation of his duty of care to us or to another person,
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• |
a breach of his duty of loyalty to us, provided that the office holder acted in good faith and had reasonable grounds to assume that his act would not prejudice our interests,
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• |
a financial obligation imposed upon him for the benefit of another person,
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• |
a payment which the office holder is obligated to make to an injured party as set forth in Section 52(54)(a)(1)(a) of the Israeli Securities Law, 5728-1968, as amended (the
"Securities Law") and Litigation Expenses that the office holder incurred in connection with a proceeding under Chapters H'3, H'4 or I'1 of the Securities Law, and
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• |
any other event, occurrence or circumstance in respect of which we may lawfully insure an office holder.
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• |
a monetary liability imposed on or incurred by an office holder pursuant to a judgment in favor of another person, including a judgment imposed on such office holder in a settlement
or in an arbitration decision that was approved by a court of law;
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• |
reasonable Litigation Expenses, expended by the office holder as a result of an investigation or proceeding instituted against him by a competent authority, provided that such
investigation or proceeding concluded without the filing of an indictment against him and either (A) concluded without the imposition of any financial liability in lieu of criminal proceedings or (B) concluded with the imposition of a
financial liability in lieu of criminal proceedings but relates to a criminal offense that does not require proof of criminal intent (mens rea) or in connection with a financial sanction;
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|
• |
reasonable Litigation Expenses, which the Office Holder incurred or with which the Office Holder was charged by a court of law, in a proceeding brought against the Office Holder, by
the Company, on its behalf or by another person, or in a criminal prosecution in which the Office Holder was acquitted, or in a criminal prosecution in which the Office Holder was convicted of an offense that does not require proof of
criminal intent (mens rea);
|
|
• |
a payment which the office holder is obligated to make to an injured party as set forth in Section 52(54)(a)(1)(a) of the Securities Law, and Litigation Expenses that the office
holder incurred in connection with a proceeding under Chapters H'3, H'4 or I'1 of the Securities Law; and
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• |
any other event, occurrence or circumstance in respect of which we may lawfully indemnify an office holder.
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• |
a breach by the office holder of his duty of loyalty unless, with respect to insurance coverage or indemnification, the office holder acted in good faith and had a reasonable basis to
believe that the act would not prejudice the company;
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• |
a breach by the office holder of his duty of care if the breach was done intentionally or recklessly (other than if solely done in negligence);
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• |
any act or omission done with the intent to derive an illegal personal benefit; or
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• |
a fine, civil fine or ransom levied on an Office Holder, or a financial sanction imposed upon an Office Holder under Israeli Law.
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4.1 |
Amended and Restated Memorandum of Association of NICE Ltd., as amended through May 17, 2016 (previously filed as Exhibit 4.2 to, and incorporated by reference from, NICE’s Registration
Statement on Form S-8 (Registration No. 333-214584) filed with the Commission on November 14, 2016).
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4.2 |
Amended and Restated Articles of Association of NICE Ltd., as amended through May 17, 2016 (previously filed as Exhibit 4.1 to, and incorporated by reference from, NICE’s Registration
Statement on Form S-8 (Registration No. 333-214584) filed with the Commission on November 14, 2016).
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4.3 |
Form of Share Certificate (previously filed as Exhibit 4.1 to, and incorporated by reference from, NICE’s Amendment No. 1 to Registration Statement on Form F-1 (Registration No.
333-99640) filed with the Commission on December 29, 1995).
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4.4 |
Guardian Analytics, Inc. 2006 Stock Plan.
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5.1 |
Opinion of Goldfarb Seligman & Co.
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(1) |
To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
|
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(i) |
To include any prospectus required by Section 10(a)(3) of the Securities Act;
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(b) |
The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act), that is incorporated by reference in the Registration Statement shall
be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(c) |
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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NICE LTD.
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||||
By:
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/s/ Barak Eilam
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/s/ Beth Gaspich
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Barak Eilam
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Beth Gaspich
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Chief Executive Officer
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Chief Financial Officer
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Signature
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Title
|
Date
|
/s/ David Kostman
David Kostman |
Chairman of the Board of Directors
|
October 1, 2020
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/s/ Barak Eilam
Barak Eilam |
Chief Executive Officer (Principal Executive Officer)
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October 1, 2020
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/s/ Beth Gaspich
Beth Gaspich |
Chief Financial Officer
(Principal Financial Officer)
|
October 1, 2020
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/s/ Rimon Ben-Shaoul
Rimon Ben-Shaoul |
Director
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October 1, 2020
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/s/ Dan Falk
Dan Falk |
Director
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October 1, 2020
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/s/ Yocheved Dvir
Yocheved Dvir |
Director
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October 1, 2020
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/s/ Yehoshua Ehrlich
Yehoshua (Shuki) Ehrlich |
Director
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October 1, 2020
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/s/ Leo Apotheker
Leo Apotheker |
Director
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October 1, 2020
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/s/ Joe Cowan
Joe Cowan |
Director
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October 1, 2020
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/s/ Zehava Simon
Zehava Simon |
Director
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October 1, 2020
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Authorized Representative in the United States:
NICE SYSTEMS INC. By: /s/ Jeff Levenberg
Name: Jeff Levenberg
Title: Corporate Secretary
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October 1, 2020
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INDEX TO EXHIBITS
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EXHIBIT NO.
|
DESCRIPTION
|
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4.1 |
|
4.2 |
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4.3 |
Form of Share Certificate (previously filed as Exhibit 4.1 to, and incorporated by reference from, NICE’s Amendment No. 1 to Registration Statement on Form F-1 (Registration No.
333-99640) filed with the Commission on December 29, 1995).
|
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4.4 |
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5.1 |
23.1 | Consent of Kost, Forer, Gabbay & Kasierer, a member of EY Global. |
23.2 | Consent of Goldfarb Seligman & Co. (included in Exhibit 5.1). |
24 .1 | Power of Attorney (included in signature page of this Registration Statement). |
1 Year NICE Chart |
1 Month NICE Chart |
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