UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) MARCH 27, 2006
VERINT SYSTEMS INC.
(Exact name of registrant as specified in charter)
DELAWARE 0-15502 11-3200514
(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
330 SOUTH SERVICE ROAD, MELVILLE, NEW YORK 11747
(Address of Principal Executive Offices) (Zip Code)
(631) 962-9600
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
ITEM 2.01 COMPLETION OF ACQUISITION OF ASSETS.
Verint Systems Inc. ("Verint") is presently unable to file the
financial information required by Form 8-K in connection with its January 9,
2006 acquisition of MultiVision Intelligence Surveillance Limited's networked
video security business (the "MultiVision Financial Information") as a
consequence of the review by Comverse Technology, Inc. ("Comverse"), the 57%
stockholder of Verint, of matters relating to grants of Comverse stock options
and the potential impact of such review on Verint's financial statements. As
disclosed in Verint's Current Report on Form 8-K filed on March 14, 2006, prior
to May 2002, Verint was a wholly-owned subsidiary of Comverse and, as a result,
during this period certain Verint employees received options to purchase
Comverse common stock. The outcome of Comverse's review may require Verint to
record charges for Comverse stock options granted to Verint employees when
Verint was wholly-owned by Comverse. Verint intends to file the MultiVision
Financial Information as soon as practicable after the determination of whether
any restatement of its historical financial statements is required as a result
of Comverse's review of matters relating to the grant of Comverse stock options.
Note: Certain statements in this Current Report on Form 8-K concerning Verint's
results or prospects are "forward-looking statements" under the Private
Securities Litigation Reform Act of 1995. There can be no assurances that
forward-looking statements will be achieved, and actual results could differ
materially from forecasts and estimates. Important risks, uncertainties and
other important factors that could cause actual results to differ materially
include, among others: potential impact on Verint's financial results as a
result of Comverse's creation of a special committee of the Board of Directors
of Comverse to review matters relating to grants of Comverse stock options,
including but not limited to, the accuracy of the stated dates of Comverse
option grants and whether Comverse followed all of its proper corporate
procedures and the results of the Comverse special committee's review; the
effect of Verint's failure to timely file all required reports under the
Securities Exchange Act of 1934, and the resultant potential delisting of
Verint's common stock on NASDAQ; introducing quality products on a timely basis
that satisfy customer requirements and achieve market acceptance; lengthy and
variable sales cycles create difficulty in forecasting the timing of revenue;
integrating the business and personnel of CM Insight; risks associated with
significant foreign operations, including fluctuations in foreign currency
exchange rates; aggressive competition in all of Verint's markets, which creates
pricing pressure; integrating the business and personnel of MultiVision,
including implementation of adequate internal controls; managing our expansion
in the Asia Pacific region; risks that Verint's intellectual property rights may
not be adequate to protect its business or that others may claim that Verint
infringes upon their intellectual property rights; risks associated with
integrating the business and employees of Opus and RP Sicherheissysteme GMBH;
risks associated with Verint's ability to retain existing personnel and recruit
and retain qualified personnel in all geographies in which Verint operates;
decline in information technology spending; changes in the demand for Verint's
products; challenges in increasing gross margins; risks associated with changes
in the competitive or regulatory environment in which Verint operates;
dependence on government contracts; risks associated with continued funding by
Government of Israel Office of Chief Scientist, including possible repayment of
amounts owed; perception that Verint improperly handles sensitive or
confidential information; inability to maintain relationships with value added
resellers and systems integrators; difficulty of improving Verint's
infrastructure in order to be able to continue to grow; risks associated with
Comverse Technology, Inc. controlling Verint's business and affairs; and other
risks described in filings with the Securities and Exchange Commission. All
documents are available through the SEC's Electronic Data Gathering Analysis and
Retrieval system (EDGAR) at www.sec.gov or from Verint's website at
www.verint.com. Verint makes no commitment to revise or update any
forward-looking statements.
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ITEM 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE
OR STANDARD; TRANSFER OF LISTING.
The information contained under Item 2.01 is hereby incorporated by
reference. On March 24, 2006, Verint notified NASDAQ that as a consequence of
its present inability to file the financial information for the MultiVision
acquisition, Verint may be in material noncompliance with NASDAQ Marketplace
Rules 4310(c)(14) and 4310(c)(19).
ITEM 8.01 OTHER EVENTS.
The information contained under Item 2.01 is hereby incorporated by
reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
The information contained under Item 2.01 is hereby incorporated by
reference.
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SIGNATURES
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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 hereunto duly authorized.
VERINT SYSTEMS INC.
By: /s/ Igal Nissim
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Name: Igal Nissim
Title: Chief Financial Officer
Dated: March 27, 2006
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