Business Context and Reporting Period
This Form 6-K filing by NICE Ltd. (NICE-SYSTEMS LTD.), dated April 21, 2004, serves as a notice and proxy statement for a Special Meeting of Shareholders scheduled for May 20, 2004. The filing incorporates by reference into various registration statements (Forms F-3 and S-8) and does not contain a periodic financial report (e.g., 10-K or 10-Q) for a specific fiscal period.
Key Financial Metrics
The filing text does not provide revenue, profit, cash flow, margins, debt, or liquidity figures. The only financial data presented relates to insurance coverage limits and premiums:
- Existing D&O Coverage: Up to $30,000,000.
- Proposed Additional Coverage: $20,000,000.
- Total Proposed Coverage: $50,000,000.
- Approved Premium Cap: $2,100,000 (The additional coverage is proposed without exceeding this previously approved premium).
Material Changes
The filing proposes a material change to the company's risk management structure by increasing Directors and Officers (D&O) insurance coverage. The Board seeks shareholder approval to add $20,000,000 to the existing policy limit. This increase is structured to occur without increasing the total premium cost beyond the $2,100,000 cap previously authorized by shareholders.
Guidance, Outlook, and Risks
Management Commentary: The Board of Directors recommends a vote "FOR" the approval of the additional insurance coverage. The resolution also seeks authority to renew the D&O policy at the maximum available coverage without exceeding the approved premium.
Risks and Contingencies: The filing does not disclose specific operational risks or contingencies beyond the context of securing adequate liability protection for directors and officers.
Outstanding Securities: As of March 31, 2004, there were 17,322,551 Ordinary Shares issued and outstanding.
Important Facts for Investors to Verify
- Voting Record Date: Shareholders of record as of April 22, 2004, are entitled to vote.
- Meeting Details: The Special Meeting is set for May 20, 2004, at 11 a.m. at the company's offices in Ra'anana, Israel.
- Quorum Requirements: A quorum requires at least two shareholders holding at least 25% of the voting rights present in person or by proxy.
- Proxy Deadline: Proxies must be received at least 48 hours prior to the meeting to be effective.
- Major Shareholders: As of March 31, 2004, Thales S.A. (9.4%), Bank Leumi (7.3%), and Bank Hapoalim (7.1%) were the largest beneficial owners listed.