Nice Ltd.

Registration Form • Mar 30, 2023

Registration No. 333-______________

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

__________________

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ________________

NICE LTD.

(Exact Name of Registrant as Specified in Its Charter)

ISRAEL

(State or Other Jurisdiction of Incorporation)

N/A (I.R.S. Employer Identification Number)

13 Zarchin Street

P.O. Box 690 Ra'anana, 4310602

Israel

(Address of Principal Executive Offices) (Zip Code)

NICE-SYSTEMS LTD. 2016 SHARE INCENTIVE PLAN

(Full Title of the Plan)

NICE Systems Inc.

221 River Street, 10th-11th Floors

Hoboken, New Jersey 07030 USA United States

(Name and Address of Agent for Service) (201) 549-1762 (Telephone Number, Including Area Code, of Agent for Service)

Copies to: Adam M. Klein, Adv. Goldfarb Seligman & Co. 98 Yigal Alon Street Tel Aviv 6789141 Israel +972-3-608-9999

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐

EXPLANATORY NOTE

This Registration Statement on Form S-8 is filed by NICE Ltd. (the "Company") and relates to an additional 4,000,000 Ordinary Shares, par value NIS 1.00 per share of the Company ("Ordinary Shares"), issuable to participants in the NICE-Systems Ltd. 2016 Share Incentive Plan (the "Plan"). In accordance with General Instruction E of Form S-8, the contents of the Company's Registration Statement on Form S-8 (File No. 333-228911) filed with the Securities and Exchange Commission (the "Commission") on December 20, 2018, is incorporated herein by reference and the information required by Part II is omitted, except as supplemented by the information set forth below. After giving effect to this filing, an aggregate of 9,000,000 Ordinary Shares have been registered for issuance pursuant to the Plan

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Exemption of Office Holders

Under the Companies Law, an Israeli company may not exempt an office holder from liability for breach of his duty of loyalty but may exempt in advance an office holder from liability to the company, in whole or in part, for a breach of his duty of care (except in connection with distributions), provided the articles of association of the company allow it to do so. Our articles of association do not allow us to do so.

Office Holder Insurance

Our articles of association provide that, subject to the provisions of the Companies Law, including the receipt of all approvals as required therein or under any applicable law, we may enter into an agreement to insure an office holder for any responsibility or liability that may be imposed on such office holder in connection with an act performed by such office holder in such office holder's capacity as an office holder of us with respect to each of the following:

• a violation of his duty of care to us or to another person;
• 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;
• a financial obligation imposed upon him for the benefit of another person;
• 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
• any other event, occurrence or circumstance in respect of which we may lawfully insure an office holder.

Indemnification of Office Holders

Our articles of association provide that, subject to the provisions of the Companies Law, including the receipt of all approvals as required therein or under any applicable law we may indemnify an office holder with respect to any liability or expense for which indemnification may be provided under the Companies Law, including the following liabilities and expenses, provided that such liabilities or expenses were imposed upon or incurred by such office holder in such office holder's capacity as an office holder of us:

• 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;
• 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;
• "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;
• 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
• any other event, occurrence or circumstance in respect of which we may lawfully indemnify an office holder.

The foregoing indemnification may be procured by us (a) retroactively and (b) as a commitment in advance to indemnify an office holder, provided that, in respect of bullet #1 above, such commitment shall be limited to (A) such events that in the opinion of the Board of Directors are foreseeable in light of our actual operations at the time the undertaking to indemnify is provided, and (B) to the amounts or criterion that the Board of Directors deems reasonable under the circumstances, and further provided that such events and amounts or criterion are set forth in the undertaking to indemnify, and which shall in no event exceed, in the aggregate, the greater of: (i) twenty five percent (25%) of our shareholder's equity at the time of the indemnification, or (ii) twenty five percent (25%) of our shareholder's equity at the end of fiscal year 2010.

We have undertaken to indemnify our directors and officers pursuant to applicable law. We have obtained directors' and officers' liability insurance for the benefit of our directors and officers.

Limitations on Exemption, Insurance and Indemnification

The Companies Law provides that a company may not exempt or indemnify an office holder, or enter into an insurance contract, which would provide coverage for any monetary liability incurred as a result of any of the following:

• 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;
• 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);
• any act or omission done with the intent to derive an illegal personal benefit; or
• a fine, civil fine or ransom levied on an Office Holder, or a financial sanction imposed upon an Office Holder under Israeli Law.

Required Approvals

In addition, under the Companies Law, any exemption of, indemnification of, or procurement of insurance coverage for, our office holders must be approved by our audit committee and our board of directors and, if the beneficiary is a director, by our shareholders. We have obtained such approvals for the procurement of liability insurance covering our officers and directors and for the grant of indemnification letters to our officers and directors.

ITEM 8. EXHIBITS

The exhibits listed on the exhibit index at the end of this Registration Statement are included in this Registration Statement.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8, and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hoboken, New Jersey, United Stated, on the 30 day of March, 2023.

NICE LTD.

By: /s/ Barak Eilam Barak Eilam Chief Executive Officer /s/ Beth Gaspich Beth Gaspich Chief Financial Officer

POWER OF ATTORNEY

Know all men by these present, that each individual whose signature appears below constitutes and appoints Barak Eilam, Beth Gaspich, and each of them, his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him or her and in his or her place and stead, in any and all capacities, to sign any all amendments (including post-effective amendments) to this Registration Statement and to file the same with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby rectifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following person in the capacities and on the dates identified:

Signature	Title
/s/ David Kostman David Kostman	Chairman of the Board of Directors	March 30, 2023
/s/ Barak Eilam Barak Eilam	Chief Executive Officer (Principal Executive Officer)	March 30, 2023
/s/ Beth Gaspich Beth Gaspich	Chief Financial Officer (Principal Financial Officer)	March 30, 2023
/s/ Rimon Ben-Shaoul Rimon Ben-Shaoul	Director	March 30, 2023
/s/ Dan Falk Dan Falk	Director	March 30, 2023
/s/ Yocheved Dvir Yocheved Dvir	Director	March 30, 2023
/s/ Yehoshua Ehrlich Yehoshua (Shuki) Ehrlich	Director	March 30, 2023
/s/ Leo Apotheker Leo Apotheker	Director	March 30, 2023
/s/ Joe Cowan Joe Cowan	Director	March 30, 2023
/s/ Zehava Simon Zehava Simon	Director	March 30, 2023
Authorized Representative in the United States:
NICE-SYSTEMS INC.		March 30, 2023
By: /s/ Jeff Levenberg Name: Jeff Levenberg Title: Corporate Secretary

INDEX TO EXHIBITS

EXHIBIT NO. DESCRIPTION

• 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).
• 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).
• 4.3 Form of Share Certificate (filed as Exhibit 4.1 to Amendment No. 1 to the Company's Registration Statement on Form F-1 (Registration No. 333-99640) filed with the Commission on December 29, 1995, and incorporated herein by reference).
• 4.4 NICE-Systems Ltd. 2016 Share Incentive Plan (previously filed as Exhibit 4.7 to, and incorporated by reference from, NICE's Annual Report on Form 20-F filed with the Commission on March 30, 2023).
• 5.1 Opinion of Goldfarb Seligman & Co.
• 23.1 Consent of Kost, Forer, Gabbay & Kasierer, a member of Ernst & Young 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. Filing Fee Table*
• * Filed herewith.

EXHIBIT 5.1

Tel Aviv 6789141, Israel Tel +972 (3) 608-9999 Fax +972 (3) 608-9909

AMPA TOWER INFO@GOLDFARB.COM 98 Yigal Alon Street WWW.GOLDFARB.COM

March 30, 2023

NICE Ltd. 13 Zarchin Street Ra'anana, 4310602 Israel

Ladies and Gentlemen:

We refer to the Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act"), on behalf of NICE Ltd. (the "Company"), relating to 4,000,000 of the Company's Ordinary Shares, par value NIS 1.00 per share, issuable under the NICE-Systems Ltd. 2016 Share Incentive Plan (the "Plan").

We are members of the Israel Bar and we express no opinion as to any matter relating to the laws of any jurisdiction other than the laws of Israel.

In connection with this opinion, we have examined such corporate records, other documents, and such questions of Israeli law as we have considered necessary or appropriate. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of documents submitted to us as certified or photostatic copies, the authenticity of the originals of such copies, as to matters of fact, the accuracy of all statements and representations made by officers of the Company and the due constitution of the Board of Directors of the Company. We have also assumed that each individual grant under the Plan that will be made after the date hereof will be duly authorized by all necessary corporate action.

Based on the foregoing and subject to the qualifications stated herein, we advise you that in our opinion, the Shares, when issued and paid for pursuant to the terms of the Plan, will be duly authorized, validly issued, fully paid and non-assessable.

This opinion is rendered as of the date hereof, and we undertake no obligation to advise you of any changes in applicable law or any other matters that may come to our attention after the date hereof that may affect this opinion.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. This consent is not to be construed as an admission that we are a person whose consent is required to be filed with the Registration Statement under the provisions of the Act.

Sincerely,

/s/ Goldfarb Seligman & Co. Goldfarb Seligman & Co.

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to 2016 Share Incentive Plan of NICE Ltd. of our reports dated March 30, 2023, with respect to the consolidated financial statements of NICE Ltd. and the effectiveness of internal control over financial reporting of NICE Ltd. included in its Annual Report (Form 20-F) for the year ended December 31, 2022, filed with the Securities and Exchange Commission.

/s/ KOST, FORER, GABBAY & KASIERER KOST, FORER, GABBAY & KASIERER A Member of Ernst & Young Global

Tel-Aviv, Israel March 30, 2023

CALCULATION OF FILING FEE TABLE

Form S-8

(Form Type)

NICE LTD.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security Type	Security Class Title		Fee Calculation Rule Amount Registered (2)	Proposed Maximum Offering Price Per Share	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	Ordinary Shares, par value NIS 1.00 per share(1)	457(h)	3,600,000	\$0.28 (3)	\$1,008,000	0.0001102	\$111.09
Equity	Ordinary Shares, par value NIS 1.00 per share(2)(3)	457(c) and 457(h)(1)	400,000	\$209.00(4)	\$83,600,000	0.0001102	\$9,213
Total Offering Amounts						\$9,324.09
Total Fee Offsets						N/A
Net Fee Due						9,324.09

(1) American Depositary Shares ("ADSs"), evidenced by American Depositary Receipts, issuable upon deposit of Ordinary Shares of 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 Plan.

• (3) Such computation is based on the exercise price of NIS 1.00 per share, which represents the par value of the Ordinary Shares, which according to the representative rate of exchange published by the Bank of Israel on March 24, 2023, is approximately \$0.28 per share.
• (4) Based on \$209.00, the average of the high and low prices of the ADSs as reported on the Nasdaq Global Select Market on March 24, 2023, a date within five business days prior to the filing of this Registration Statement.