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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT January 10, 2006
(Date of Earliest Event Reported)
VERINT SYSTEMS INC.
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(Exact name of registrant as specified in its charter)
Commission File No. 0-15502
Delaware 11-3200514
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(State of Incorporation) (I.R.S. Employer
Identification No.)
330 South Service Road, Melville, New York 11747
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(Address of principal Zip Code
executive offices)
Registrant's telephone number, including area code: (631) 962-9600
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 (see General Instruction A.2. below):
|_| 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))
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Item 1.01 Entry into a Material Definitive Agreement
Verint Systems Inc. (the "Company") grants various awards to its directors,
employees and consultants under the 2004 Stock Incentive Compensation Plan, as
the same may be amended or supplemented from time to time. Revised forms of
certain of the restricted stock award agreements are attached hereto as exhibits
and are hereby incorporated by reference.
Item 8.01 Other Events
On January 10, 2006, the Company made immaterial amendments to and restated
its 2004 Stock Incentive Compensation Plan (the "Plan"), principally to provide
the ability to award restricted stock units under the Plan, which already
provided for the ability to issue restricted stock. The 2004 Stock Incentive
Compensation Plan, as amended and restated, is attached hereto as an exhibit and
is hereby incorporated by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
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10.1 Verint Systems Inc. 2004 Stock Incentive Compensation Plan, as
amended.
10.2 Form of Agreement evidencing an award of Restricted Stock to a
U.S. person under the Verint Systems Inc. 2004 Stock Incentive
Compensation Plan, as amended.
10.3 Form of Agreement evidencing an award of Restricted Stock to an
Israeli person under the Verint Systems Inc. 2004 Stock Incentive
Compensation Plan, as amended.
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: January 10, 2006
EXHIBIT INDEX
Exhibit No. Description
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10.1 Verint Systems Inc. 2004 Stock Incentive Compensation Plan, as
amended.
10.2 Form of Agreement evidencing an award of Restricted Stock to a
U.S. person under the Verint Systems Inc. 2004 Stock Incentive
Compensation Plan, as amended.
10.3 Form of Agreement evidencing an award of Restricted Stock to an
Israeli person under the Verint Systems Inc. 2004 Stock Incentive
Compensation Plan, as amended.