Nice Ltd. — Capital/Financing Update 2007

Sep 19, 2007

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of September 2007 (report no. 2)

Commission File Number: 0-27466

NICE-SYSTEMS LTD. (Translation of Registrant’s Name into English)

8 Hapnina Street, P.O. Box 690, Ra’anana, Israel (Address of Principal Executive Offices)

Indicate by check mark whether the Registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☑ Form 40-F ☐

Indicate by check mark if the Registrant is submitting this Form 6-K in paper as permitted by Regulations S-T Rule 101(b)(1):

Yes ☐ No ☑

Indicate by check mark if the Registrant is submitting this Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes ☐ No ☑

Indicate by check mark whether by furnishing the information contained in this Form 6-K, the Registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ☐ No ☑

If “Yes” is marked, indicate below the file number assigned to the Registrant in connection with Rule 12g3-2(b): 82- N/A

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EXHIBIT 99.1 OF THIS REPORT ON FORM 6-K IS HEREBY INCORPORATED BY REFERENCE INTO NICE-SYSTEMS LTD.'S ("NICE") REGISTRATION STATEMENTS ON FORM F-3 (REGISTRATION STATEMENTS NOS. 333-07130, 333-07266, 333-07740, 333-12996, 333-12350, 333-109766, 333-127883 AND 333-145996) AND NICE'S REGISTRATION STATEMENTS ON FORM S-8 (REGISTRATION STATEMENT NOS. 333-06784, 333-08146, 333-11842, 333-09350, 333-11154, 333-13686, 333-111112, 333-111113, 333-134355, 333-144589 AND 333-145981), AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

CONTENTS

This Report on Form 6-K of NICE consists of the following documents, which are attached hereto and incorporated by reference herein:

99.1. Press Release: NICE Commences Pubic Offering of American Depositary Shares. Dated September 18, 2007.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

NICE-SYSTEMS LTD.

By: /s/ Yechiam Cohen Name: Yechiam Cohen Title: General Counsel

Dated: September 19, 2007

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EXHIBIT INDEX

99.1. Press Release: NICE Commences Pubic Offering of American Depositary Shares. Dated September 18, 2007.

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EXHIBIT 99.1

Press Release

Source: NICE Systems Ltd.

NICE Commences Public Offering of American Depositary Shares

Ra'anana, Israel, September 18, 2007 - NICE Systems Ltd. (NASDAQ: NICE), a leading global provider of advanced solutions that enable organizations to extract Insight from Interactions™ to drive performance, today announced that it has agreed to sell 4,500,000 American Depositary Shares, each representing one of its Ordinary Shares. All of the American Depositary Shares in the offering will be sold by NICE. Banc of America Securities LLC is acting as the sole underwriter for the offering. NICE also has granted the underwriter a 30 day option to purchase up to 675,000 additional American Depositary Shares. Closing of the offering is expected to occur on or about September 24, 2007, subject to customary closing conditions.

The offering is being made pursuant to an effective automatic shelf registration statement. The offering may be made only by means of a prospectus, copies of which may be obtained, when available, by sending a request to: Banc of America Securities LLC Capital Markets (Prospectus Fulfillment), by e-mail to dg.prospectus_distribution@bofasecurities.com or by mail to Banc of America Securities LLC, Capital Markets Operations, 100 West 33rd Street, 3rd Floor, New York, NY 10001.

This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, any of the securities, nor shall there be any sale of these securities, in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

About NICE Systems

NICE Systems (NASDAQ:NICE) is the leading provider of Insight from Interactions solutions and value-added services, powered by the convergence of advanced analytics of unstructured multimedia content and transactional data -- from telephony, web, email, radio, video, and other data sources. NICE's solutions address the needs of the enterprise and security markets, enabling organizations to operate in an insightful and proactive manner, and take immediate action to improve business and operational performance and ensure safety and security. NICE has over 24,000 customers in 100 countries, including over 85 of the Fortune 100 companies. More information is available at http://www.nice.com.

This press release contains forward-looking statements. Words such as "expects," "intends" and similar expressions are intended to identify forward-looking statements. These forward-looking statements are based upon NICE System's current expectations. Forward-looking statements involve risks and uncertainties. NICE System's actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, which include, without limitation, risks and uncertainties related to satisfaction of customary closing conditions related to the public offering. There can be no assurance that NICE Systems will complete the offering of the American Depositary Shares on the anticipated terms, or at all. In addition, NICE System's business is subject to the risks detailed in NICE System's filings with the Securities and Exchange Commission. NICE Systems expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based.