FILED PURSUANT TO RULE 424(B)(3)
REGISTRATION STATEMENT NO. 333-114344
AMDOCS LIMITED
$450,000,000
0.50% CONVERTIBLE SENIOR NOTES DUE 2024
10,435,995 ORDINARY SHARES ISSUABLE UPON THE CONVERSION OF THE NOTES
PROSPECTUS SUPPLEMENT NO. 1 DATED JULY 14, 2005
TO THE PROSPECTUS DATED JUNE 9, 2005
This prospectus supplement relates to an aggregate principal amount of $450
million of 0.50% Convertible Senior Notes due 2024 and the 10,435,995 ordinary
shares issuable upon conversion of the notes.
This prospectus supplement should be read in conjunction with and may not be
delivered or utilized without our prospectus dated June 9, 2005, including any
amendments or supplements thereto. The terms of the notes are set forth in the
prospectus. The notes are not listed on any securities exchange. The notes are
designated for trading in the PORTAL market. Our ordinary shares are traded on
the New York Stock Exchange under the symbol "DOX."
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SEE "RISK FACTORS" BEGINNING ON PAGE 9 OF THE PROSPECTUS TO READ ABOUT FACTORS
YOU SHOULD CONSIDER BEFORE INVESTING IN THE NOTES OR OUR ORDINARY SHARES.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The following table sets forth, to our knowledge, certain information regarding
the selling securityholders based upon information provided by or on behalf of
the selling securityholders in a questionnaire and is as of the date specified
by the securityholders in those questionnaires. The percentages set forth below
are based on 202,360,927 of our ordinary shares outstanding as of March 31,
2005. The information set forth in the table supplements or supersedes, with
respect to the securityholders listed below, the information in the table
appearing under the heading "Selling Securityholders" beginning on page 50 of
the prospectus dated June 9, 2005.
The selling securityholders may offer all, some or none of the notes or ordinary
shares issuable upon conversion of the notes. Thus, we cannot estimate the
amount of the notes or the ordinary shares issuable upon conversion of the notes
that will be held by the selling securityholders upon termination of any sales.
The column showing ownership after completion of the offering assumes that the
selling securityholders will sell all of the securities offered by this
prospectus. In addition, the selling securityholders identified below may have
sold, transferred or otherwise disposed of all or a portion of their notes since
the date on which they provided the information about their notes in
transactions exempt from the registration requirements of the Securities Act of
1933, as amended.
The information contained under the column "Ordinary Shares Beneficially Owned
Upon Conversion of the Notes" represents ordinary shares issuable upon
conversion of the principal amount of notes listed and assumes conversion of the
full amount of the notes at the initial conversion rate of 23.1911 shares per
each $1,000 principal of the notes. However, the maximum conversion rate is
subject to adjustment as described under "Description of Notes - Conversion of
Notes - Conversion Rate Adjustments." As a result, the amount of ordinary shares
issuable upon conversion of the notes may increase or decrease in the future.
Except as indicated below, none of the selling securityholders has had any
material relationship with us or our affiliates within the past three years.
This table assumes that other holders of notes or any future transferees from
any such holder do not beneficially own any ordinary shares other than ordinary
shares issuable upon conversion of the notes.
ORDINARY SHARES
PRINCIPAL BENEFICIALLY OWNED PRINCIPAL ORDINARY SHARES
AMOUNT OF NOTES UPON CONVERSION AMOUNT OF NOTES BENEFICIALLY OWNED
BENEFICIALLY OWNED OF THE NOTES BENEFICIALLY AFTER OFFERING
THAT MAY -------------------- OWNED AFTER ------------------
NAME OF SELLING SECURITYHOLDER BE SOLD ($) NUMBER PERCENTAGE OFFERING NUMBER PERCENTAGE
------------------------------ ----------- ------ ---------- -------- ------ ----------
Citadel Equity Fund Ltd. (1).......................78,000,000 1,808,905 * 0 0 *
Citadel Investment Group, L.L.C.
131 South Dearborn
Chicago, IL 60603 USA
* Less than one percent.
(1) The selling securityholder is an affiliate of a registered broker-dealer
and has informed us that it acquired the notes in the ordinary course of
business, and at the time of the acquisition of the notes had no
agreements, understandings or arrangements with any other persons, either
directly or indirectly, to distribute the notes. The broker-dealers are
under common control with Citadel Equity Fund Ltd. and one is directly
owned by Citadel Equity Fund. The broker-dealers are: Aragon Investments
Ltd., Palofax Trading LLC, Citadel Trading Group, LLC, and Citadel
Derivatives Group. Citadel Limited Partnership ("Citadel") is the trading
manager of Citadel Equity Fund Ltd. and consequently has investment
discretion over the securities held by Citadel Equity Fund Ltd. Kenneth C.
Griffin indirectly controls Citadel and therefore has ultimate investment
discretion over securities held by Citadel Equity Fund Ltd. Mr. Griffin
disclaims beneficial ownership of the shares held by Citadel Equity Fund
Ltd.
The date of this prospectus supplement is July 14, 2005