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Nice Ltd. — Major Shareholding Notification 2005
Jun 7, 2005
6950_rns_2005-06-07_e2e93fd2-384c-4fd4-98ef-f281b37c2bcc.pdf
Major Shareholding Notification
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OMB APPROVAL OMB Number: 3235-0145 Expires: December 31, 2005 Estimated average burden hours per response. 15
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. 5)*
Nice-Systems Ltd. (Name of Issuer)
One Ordinary Share, par value One New Israeli Shekel per share (Title of Class of Securities)
65365610 (CUSIP Number)
Thales SA 45 rue de Villiers 92-200 Neuilly sur Seine France Attention : Olivier Mas, Senior Counsel 33 (0)1 57 77 81 02
June 2, 2005
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.
NOTE: Schedules filed in paper format should include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7(b) for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required on the remainder of this cover shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13D
| CUSIP No 65365610 | Page 2 of 12 Pages | |
|---|---|---|
| 1 | NAME OF REPORTING PERSON | |
| S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON | ||
| Thales SA | ||
| I.R.S. Identification No. | ||
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |
| (a) ☐ (b) ☑ | ||
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS | |
| N/A | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED | |
| PURSUANT TO ITEMS 2(d) or 2(e) ☐ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| France | ||
| NUMBER OF SHARES | 7 | SOLE VOTING POWER |
| 878,600 Ordinary Shares | ||
| BENEFICIALLY OWNED | 8 | SHARED VOTING POWER |
- 0 - | | | BY EACH REPORTING | 9 | SOLE DISPOSITIVE POWER 878,600 Ordinary Shares | | | PERSON WITH | 10 | SHARED DISPOSITIVE POWER
- 0 - | |
SCHEDULE 13D (cont.)
| CUSIP No. 65365610 | Page 3 of 12 Pages | |
|---|---|---|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 878,600 Ordinary Shares | ||
| --- | --- | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 4.98% (based on Ordinary Shares outstanding as of September 5, 2004). See Item 5. | ||
| 14 | TYPE OF REPORTING PERSON | |
| CO |
Page 4 of 12 Pages
This Amendment No. 5 to Schedule 13D amends and supplements the statement on Schedule 13D relating to the Ordinary Shares, par value one New Israeli Shekel per share (the "Shares") of Nice-Systems Ltd., an Israeli corporation ("Nice"), filed on June 27, 2003 and amended on December 19, 2003, July 21, 2004, November 18, 2004 and November 29, 2004. Each Share is or will be evidenced by an American Depository Receipt ("ADR") and is or will be exchangeable on a one-for-one basis.
Item 1. Security and Issuer
Unchanged.
Item 2. Identity and Background
Unchanged.
Item 3. Source and Amount of Funds or Other Consideration
Unchanged.
Item 4. Purpose of Transaction
Concurrently with the execution of the Sale and Purchase Agreement, Nice and Thales entered into a Registration Rights Agreement (the "Registration Rights Agreement"), dated as of July 30, 2002. Pursuant to the Registration Rights Agreement, Nice has filed a shelf registration statement under the Securities Act on Form F-3 for an offering by Thales of the shares of the Nice Share Consideration covering all of the Registrable Securities (as defined in the Registration Rights Agreement) held by Thales or its permitted transferees on October 17, 2003 and amended the Form F-3 on December 23, 2003, which became effective on January 9, 2004. Nice must use its reasonable commercial best efforts to keep the registration statement continuously effective until the later of (i) the third anniversary of the Completion Date (November 2, 2005) or (ii) the date on which all of the shares are eligible to be sold or distributed pursuant to Rule 144 under the Securities Act. See Section 2.1 of the Registration Rights Agreement.
On May 20, 2005 under Rule 144, Thales filed a Form 144 with the Securities and Exchange Commission to provide notice of the proposed sale of 557,584 Shares on the NASDAQ Stock Market.
Except as provided above, Thales has no present plans or proposals that relate to or would result in the occurrence of any of the events listed in paragraphs (a) through (j) of this Item.
Page 5 of 12 Pages
Item 5. Interest in Securities of the Issuer
(a) Thales is the beneficial owner of 878,600 Nice Ordinary Shares. As of the filing date of this statement, the 878,600 Shares represented approximately 4.98%, based on 17,636,269 Shares outstanding as of September 5, 2004.
(b) Unchanged.
(c) The table below sets forth information concerning sales of Shares by Thales during the past sixty days. All sales were effected in open market transactions through the NASDAQ Stock Market.
| Date of Sale | Shares Sold | Average Price per Share |
|---|---|---|
| May 20, 2005 | 19,050 | $39.61 |
| May 23, 2005 | 37,500 | $38.46 |
| May 24, 2005 | 8,800 | $38.61 |
| May 25, 2005 | 10,000 | $38.11 |
| May 26, 2005 | 12,500 | $37.51 |
| May 27, 2005 | 27,800 | $37.32 |
| May 31, 2005 | 24,000 | $36.75 |
| June 1, 2005 | 45,500 | $36.98 |
| June 2, 2005 | 30,000 | $38.34 |
(d) Not applicable.
(e) Thales ceased to be the beneficial owner of more than five percent of the Nice Ordinary Shares on June 2, 2005 (based on the number of shares outstanding as of September 5, 2004).
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Unchanged.
Item 7. Material to Be Filed as Exhibits
Unchanged.
Page 6 of 12 Pages
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Thales SA
By: /s/ Ross McInnes Name: Ross McInnes Title: Senior Vice President-Finance
Date: June 3, 2005
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
Page 7 of 12 Pages
Appendix I
Information Regarding The Instruction C Persons
Thales SA Executive Officers
The following table sets forth the name, business address, title, principal occupation and citizenship of each of the executive officers of Thales SA ("Thales"), excluding executive officers who are also directors of Thales. The business address of each person named below is c/o Thales SA, 45 rue de Villiers, 92-200 Neuilly sur Seine, France. In each case, the principal occupation is represented by the person's title. All Thales executive officers are citizens of France, except for Mr. Dorrian and Mr. Robinson, each of whom is a citizen of the United Kingdom.
| Name | Title |
|---|---|
| Yves Barou | Senior Vice President- Human Resources |
| Andrew P. Hibbert | Vice President – General Counsel |
| Alex Dorrian | Executive Vice President – International Operations |
| Sylvie Dumaine | Vice President – Communications |
| Alexandre de Juniac | Senior Vice President – Air Systems Division |
| Jean-Paul Lepeytre | Senior Vice President – Services Division |
| Jean-Georges Malcor | Senior Vice President – Naval Division |
| Ross McInnes | Senior Vice President – Finance |
| Jean-Paul Perrier | Executive Vice President and Chief Marketing Officer |
| Jean-Loup Picard | Senior Vice-President – Strategy, Research & Technology |
| François Quentin | Senior Vice President – Aerospace Division |
Page 8 of 12 Pages
| Name | Title |
|---|---|
| Bruno Rambaud | Senior Vice President – Land and Joint Systems Division |
| Bernard Retat | Vice Chairman - External Relations |
| Timothy Robinson | Senior Vice President – Security Division |
| Reynald Seznec | Senior Vice President – Operations |
Page 9 of 12 Pages
Directors
The following table sets forth the name, mailing address (business or residence), present principal occupation or employment and citizenship of each of the directors of Thales. All Thales directors are citizens of France, except for Mr. Freeman who is a citizen of the United Kingdom and Mr. Naumann who is a citizen of Germany.
| Name | Principal Occupation | Address (if other than as indicated above) |
|---|---|---|
| Denis Ranque* | Chairman and Chief Executive Officer | |
| Jean-Paul Barth | Senior Executive Vice-President of Alcatel and Chairman and Chief Executive Officer of Alcatel CIT | c/o Alcatel |
| 54, rue La Boëtie | ||
| 75008 | ||
| Paris, France | ||
| François Bujon de l’Estang | Ambassadeur de France | 9 rue de Bassano |
| 75016 | ||
| Paris, France | ||
| Serge Dassault | Chairman and Chief Executive Officer of Groupe Industriel Marcel Dassault (GIMB) | c/o GIMD |
| 9 Rond Point des Champs Elysees | ||
| Marcel Dassault | ||
| 75008 | ||
| Paris, France | ||
| Louis Gallois | Chairman of SNCF | c/o SNCF |
| 34, rue du Commandant René Mouchotte | ||
| 75014 | ||
| Paris, France | ||
| Pierre LaFourcade | Strategy director of the Thales Air Defense Business Group and Vice President of the “Association du Personnel Actionnaire de Thales – APAT” | Thales Air Defence |
| 7/9 Rue Des Mathurins | ||
| 92221 | ||
| Bagneux, France | ||
| Klaus Naumann | Chairman of the Supervisory Board of Odenwald Werke Ritters Bach | Markweg 5 A |
| 83624 | ||
| Otterfing, Germany | ||
| Roger Norman Freeman | Consultant to PricewaterhouseCoopers in the UK | 8 Kensington Gate |
| W8 5NA | ||
| London, United Kingdom |
Page 10 of 12 Pages
| Name | Principal Occupation | Address (if other than as indicated above) |
|---|---|---|
| Henri Proglio | Chairman and Chief Executive Officer of Veolia Environment | Veolia Environment |
| 38 avenue Kléber | ||
| 75116 | ||
| Paris, France | ||
| Marcel Roulet | Ex Chairman of Thomson SA, Thomson-CSF and France Telecom | 21, rue du Bassin |
| 92190 | ||
| Meudon, France | ||
| Denis Samuel Lajeunesse | Chief Executive Officer of APE (French State Participation Agency – “Agence des Participations de l’Etat français”) | 30 rue Guynemer |
| 75006 | ||
| Paris, France | ||
| Serge Tchuruk | Chairman and Chief Executive Officer of Alcatel | c/o Alcatel |
| 54 rue La Boëtie | ||
| 75008 | ||
| Paris, France | ||
| Benoit Tellier | Vice President in charge of security matters on behalf of the Chairman and Chief Executive Officer of Alcatel | c/o Alcatel |
| 54 rue La Boëtie | ||
| 75008 | ||
| Paris, France | ||
| Charles Wiener de Croisset | International Counsel of Goldman Sachs, Vice President for Europe | 31 rue de Bellechasse |
| 75007 | ||
| Paris, France | ||
| Marie-Paule Delpierre | Manager in the Naval and Aeronautical Communication business group of Thales Communications SA | 1 rue Robert Thomas |
| 95390 | ||
| Saint-Prix, France | ||
| Didier Gladieu | Contract Manager in Thales Naval S.A. | Thales Naval France |
| 7/9 rue des Mathurins | ||
| 92221 | ||
| Bagneux, France | ||
| Annie Legendre | Wiring fitter at Thales Air Defense S.A. | 2A des Boutrie |
| 5 rue Léonard de Vinci | ||
| 78700 | ||
| Conflans Sainte-Honorine, France |
- Mr. Ranque is both an executive officer and director of Thales.
None of the executive officers or directors of the Thales has been convicted of a crime or has been the subject of a civil proceeding described in Item 2(d) or 2(e), except that (1) Mr.
Page 11 of 12 Pages
Ranque was found guilty by the Paris Court of Appeals on December 22, 2000 for obstruction in a labor dispute with a union representative and the French “Cour de Cassation” affirmed the conviction on October 16, 2001 and (2) Mr. Dassault was found guilty by the Belgium Cour de Cassation on December 23, 1998 for bribery of public officials and is appealing the decision before the European Court of Human Rights.
On December 24, 2002, John Hughes, a former executive officer of Thales and a director of Nice, was granted options to purchase 10,000 Shares. The exercise price of the options is the higher of $10 or the closing price of Nice’s ADRs on the NASDAQ National Market on December 24, 2002. Twenty-five percent of the options will vest and become exercisable one year after the grant, with an additional 6.25% becoming exercisable at the end of each quarter thereafter. The options are exercisable during Mr. Hughes’ term as a director of Nice, with certain exceptions in the case of his death or disability. In any event, the options expire on December 24, 2008.
On December 24, 2002, Timothy Robinson, an executive officer of Thales and a director of Nice, was granted options to purchase 10,000 Shares. The exercise price of the options is the higher of $10 or the closing price of Nice’s ADRs on the NASDAQ National Market on December 24, 2002. Twenty-five percent of the options will vest and become exercisable one year after the grant, with an additional 6.25% becoming exercisable at the end of each quarter thereafter. The options are exercisable during Mr. Robinson’s term as a director of Nice, with certain exceptions in the case of his death or disability. In any event, the options will expire on December 24, 2008.
The options provided to Mr. Hughes and Mr. Robinson were granted by Nice pursuant to its employee stock option plan and the grant of such options were approved by Nice shareholders at the Nice shareholders meeting held December 24, 2002.
Page 12 of 12 Pages
Control Person
Thomson S.A. is a holding company that is wholly-owned by the French State. Thomson as of December 31, 2002, beneficially owns 31.22% of the Thales’s outstanding shares; no other Thales shareholder owns a greater percentage than Thomson S.A. The business address of Thomson S.A. is 46 Quai Alphonse le Gallo, 92648 Boulogne, France. The French State through Thomson S.A., may be deemed indirectly to control Thales. In addition to its holdings through Thomson S.A., a representative of the French State attends the Thales board meetings as a non-voting representative by virtue of the “Golden Share” arrangement instituted by French Decree No. 97-180, March 4, 1997. The “Golden Share” arrangement provides the French State with the right to (1) have representation on Thales’ board of directors as set forth above, (2) approve the acquisition of more than 10 percent of Thales’ capital shares and (3) approve the sale (or pledge) of a majority of the capital shares of any of Thales’ principal subsidiaries that were owned as of March 4, 1997 and were listed in an Annex to Decree 97-180.