UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of April 2006
Commission File Number 1-14840
AMDOCS LIMITED
Suite 5, Tower Hill House Le Bordage
St. Peter Port, Island of Guernsey, GY1 3QT Channel Islands
Amdocs, Inc.
1390 Timberlake Manor Parkway, Chesterfield, Missouri 63017
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F.
FORM 20-F X FORM 40-F
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Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to rule 12g3-2(b) under the Securities Exchange Act of 1934.
YES NO X
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On April 17, 2006, Amdocs Limited ("Amdocs") and a wholly-owned subsidiary
of Amdocs ("Amdocs Sub") entered into an Agreement and Plan of Merger, (the
"Agreement"), with Qpass Inc., a Washington corporation ("Qpass"), and Ray A.
Rothrock, as agent of the shareholders of Qpass.
The Agreement provides that, upon the terms and conditions set forth in the
Agreement, Amdocs Sub will merge with and into Qpass (the "Merger"), with Qpass
continuing after the Merger as the surviving corporation and a wholly-owned
subsidiary of Amdocs. Under the Agreement, Amdocs will pay a purchase price of
approximately $275 million in cash.
The requisite number of Qpass shareholders have approved the Merger. The
closing of the Merger is subject to the expiration or termination of all waiting
periods under United States and applicable foreign regulatory laws and the
satisfaction or waiver of other customary closing conditions.
The foregoing description of the Agreement is not complete and is qualified
in its entirety by reference to the Agreement, which is filed as Exhibit 99.1
hereto and is incorporated herein by reference.
The Agreement has been included to provide information regarding its terms.
It is not intended to provide any other factual information about Amdocs. Such
information can be found in the other public filings Amdocs makes with the
Securities and Exchange Commission, which are available without charge at
www.sec.gov.
A copy of the press release announcing the acquisition is furnished as
Exhibit 99.2 to this Report of Foreign Private Issuer on Form 6-K.
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.
AMDOCS LIMITED
/s/ Thomas G. O'Brien
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Thomas G. O'Brien
Treasurer and Secretary
Authorized U.S. Representative
Date: April 21, 2006
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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99.1 Agreement and Plan of Merger, dated as of April 17, 2006, by and
among Amdocs Limited, Amdocs Thesaurus, Inc., Qpass Inc. and Ray
A. Rothrock, as Shareholders' Agent.
99.2 Amdocs Limited Press Release dated April 18, 2006.