Business Context and Reporting Period
This Form 6-K filing by NICE Ltd. (Nice-Systems Ltd.), dated September 13, 2004, serves as a Proxy Statement for the Annual General Meeting of Shareholders scheduled for October 19, 2004. The filing incorporates the Company's audited annual financial statements for the fiscal year ended December 31, 2003, for shareholder review, though the specific financial figures are not detailed within this document.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. It references the review of audited annual financial statements for the year ended December 31, 2003, but does not reproduce the data.
Key capitalization data provided includes:
- Outstanding Shares: 17,636,269 ordinary shares as of September 5, 2004.
- ADS Holders: Approximately 3,200 beneficial owners holding 5,650,609 ADSs as of August 30, 2004.
Material Changes and Ownership
The filing details significant beneficial ownership as of September 5, 2004:
- Thales SA: 1,640,627 shares (9.3%).
- Bank HaPoalim: 1,394,110 shares (7.9%).
- Bank Leumi: 1,317,747 shares (7.4%).
There are no material changes to financial performance described in this text, as it focuses on corporate governance and meeting logistics.
Corporate Governance and Management Commentary
The Board of Directors is soliciting proxies for the following actions:
- Election of Directors: Election of eight directors, including Chairman Ron Gutler and CEO Haim Shani.
- External Directors: Extension of the term of office for external directors Dan Falk and Dr. Leora (Rubin) Meridor for an additional three years (until December 31, 2007).
- Remuneration: Approval of director fees based on Israeli Companies Law regulations. External directors are set to receive NIS 45,393 per annum plus meeting fees. Chairman Ron Gutler receives 150% of the annual fee plus a monthly fee of 17,000 NIS.
- Auditors: Reappointment of Kost, Forer & Gabay, CPA (Ernst & Young International) as independent auditors.
Investor Verification Checklist
- Verify the specific revenue and net income figures for the fiscal year ended December 31, 2003, in the full Annual Report (Form 20-F) referenced but not included here.
- Confirm the total number of shares outstanding and any recent stock splits or issuances between September 2004 and the current date.
- Review the full compensation packages for executive officers, as this filing only details director fees.
- Check for any subsequent changes in the Board of Directors or external auditor appointments since October 2004.