| Item 1.01. | Entry into a Material Definitive Agreement. |
On February 1, 2021, Verint Systems Inc. (“Verint” or “we,” “us,” “our,” and the “Company”) completed the previously announced spin-off (the “Spin-Off”) of Cognyte Software Ltd. (“Cognyte”), a company limited by shares incorporated under the laws of the State of Israel whose business and operations consist of Verint’s former Cyber Intelligence Solutions™ business (the “Cognyte Business”). The Spin-Off was completed by way of a pro rata distribution (the “Distribution”) on February 1, 2021 of all of the then-issued and outstanding ordinary shares, no par value, of Cognyte (the “Cognyte shares”) to holders of record of Verint’s common stock as of the close of business on January 25, 2021.
As a result of the Distribution, which was effective as of 5:01 p.m. Eastern Time on February 1, 2021 (the “Effective Time”), Cognyte is now an independent, publicly traded company and the Cognyte shares are listed on the Nasdaq Global Select Market (“NASDAQ”) under the symbol “CGNT.” Trading in Cognyte shares is expected to commence on NASDAQ on February 2, 2021.
In connection with the Spin-Off, we entered into certain agreements with Cognyte, including each of the following:
| | • | | a Separation and Distribution Agreement; |
| | • | | a Tax Matters Agreement; |
| | • | | an Employee Matters Agreement; |
| | • | | a limited duration Transition Services Agreement; |
| | • | | an Intellectual Property Cross License Agreement; and |
| | • | | a Trademark Cross License Agreement. |
Summaries of certain terms of these agreements can be found in the section entitled “Item 7.B. Related Party Transactions–Agreements Between Verint and Us” in Registration Statement on Form 20-F (File No. 001-39829) (as amended, the “Form 20-F”) filed by Cognyte with the Securities and Exchange Commission (“SEC”), and are incorporated herein by reference. Such summaries are qualified in their entirety by reference to the full text of the Separation and Distribution Agreement, Tax Matters Agreement, Employee Matters Agreement, Transition Services Agreement, Intellectual Property Cross License Agreement and Trademark Cross License Agreement, copies of which are attached as Exhibits 2.1, 10.2, 10.3, 10.4, 10.5 and 10.6, respectively, to this current report on Form 8-K and are incorporated herein by reference.
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
The information contained in Item 1.01 is incorporated herein by reference.
The Form 20-F relating to the Spin-Off was filed by Cognyte with the SEC and was declared effective on January 15, 2021.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
In connection with the consummation of Spin-Off, the previously announced resignation of Earl Shanks as a director of the Company became effective. Mr. Shanks’s resignation from the Verint board of directors was not due to a disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.
| Item 7.01 | Regulation FD Disclosure |
On February 1, 2021, Verint issued a press release announcing the closing of the Spin-Off. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
