ISRAEL | N/A |
(State or Other Jurisdiction of Incorporation) | (I.R.S. Employer Identification Number) |
P.O. Box 690
Ra’anana, 4310602
Israel
221 River Street, 10th-11th Floors
Goldfarb Seligman & Co.
98 Yigal Alon Street
Tel Aviv 6789141 Israel
+972-3-608-9999
Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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(i) |
our Annual Report on Form 20-F for the fiscal year ended December 31, 2024, filed with the Commission on March 19, 2025;
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(ii) |
the GAAP financial information contained in Exhibit 99.1 to our report on Form 6-K filed with the Commission on May 15, 2025;
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(iii) |
our report on Form 6-K filed with the Commission on July 28, 2025;
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(iv) |
the GAAP financial information contained in Exhibit 99.1 to our report on Form 6-K filed with the Commission on August 14, 2025;
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(v) |
our report on Form 6-K filed with the Commission on August 21, 2025;
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(vi) |
our report on Form 6-K filed with the Commission on September 8, 2025; and
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(vii) |
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 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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“conclusion of a proceeding without filing an indictment” in a matter in which a criminal investigation has been instigated and “financial liability in lieu of a criminal proceeding,” shall have the meaning as ascribed under the
Companies Law. The term “Litigation Expenses” shall include, without limitation, attorneys’ fees and all other costs, expenses and obligations paid or incurred by an office holder in connection with investigating, defending, being a witness
or participating in (including on appeal), or preparing to defend, be a witness or participate in any claim or proceeding relating to any matter for which indemnification may be provided;
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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);
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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 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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(a)
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The undersigned Registrant hereby undertakes:
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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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(ii)
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To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration
Statement; and
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(iii)
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To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such
information in this Registration Statement;
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provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the registration information is on Form S-8 and the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.
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(2)
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That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment 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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(3)
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To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
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(b)
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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)
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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: |
/s/ Scott Russell
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/s/ Beth Gaspich
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Scott Russell | Beth Gaspich | ||||
Chief Executive Officer | Chief Financial Officer |
Signature
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Title
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Date
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/s/ David Kostman
David Kostman |
Chairman of the Board of Directors
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September 30, 2025
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/s/ Scott Russell
Scott Russell |
Chief Executive Officer
(Principal Executive Officer)
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September 30, 2025
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/s/ Beth Gaspich
Beth Gaspich |
Chief Financial Officer
(Principal Financial Officer)
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September 30, 2025
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/s/ Rimon Ben-Shaoul
Rimon Ben-Shaoul |
Director
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September 30, 2025
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/s/ Dan Falk
Dan Falk |
Director
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September 30, 2025
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/s/ Yocheved Dvir
Yocheved Dvir
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Director
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September 30, 2025
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/s/ Yehoshua Ehrlich
Yehoshua (Shuki) Ehrlich |
Director
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September 30, 2025
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/s/ Leo Apotheker
Leo Apotheker
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Director
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September 30, 2025
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/s/ Joe Cowan
Joe Cowan |
Director
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September 30, 2025
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/s/ Zehava Simon
Zehava Simon |
Director
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September 30, 2025
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Authorized Representative in the United States:
NICE-SYSTEMS INC. |
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By: /s/ Jeff Levenberg |
September 30, 2025
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Name: Jeff Levenberg
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Title: Corporate Secretary
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EXHIBIT NO.
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DESCRIPTION
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4.1 |
4.2 |
4.3 |
Form of Share Certificate (filed as Exhibit 4.1 to Amendment No. 1 to NICE’s Registration Statement on Form F-1 (Registration No. 333-99640) filed with the Commission on December 29, 1995, and incorporated herein by reference).
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4.4 |
107. |