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 August 2005 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 X 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 X 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 X 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 X If "Yes" is marked, indicate below the file number assigned to the Registrant in connection with Rule 12g3-2(b): 82- _N/A__ THE FIRST FOUR PARAGRAPHS OF EXHIBIT 1 OF THIS REPORT ON FORM 6-K ARE HEREBY INCORPORATED BY REFERENCE INTO NICE-SYSTEMS LTD.'S ("NICE") REGISTRATION STATEMENTS ON FORM F-3 (REGISTRATION STATEMENTS NOS. 333-127883, 333-11250, 333-12996, AND 333-109766) AND NICE'S REGISTRATION STATEMENTS ON FORM S-8 (REGISTRATION STATEMENT NOS. 333-11842, 333-9352, 333-11154, 333-13686, 333-111112 AND 333-111113), AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.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: 1. Press Release: NICE Announces Filing of $220 Million Universal Shelf Registration Statement. Dated: August 28, 2005. 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: August 29, 2005 EXHIBIT INDEX Exhibit Number Description of Exhibit 1 Press Release: NICE Announces Filing of $220 Million Universal Shelf Registration Statement. Dated: August 28, 2005