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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 March 14, 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 executive offices) Zip Code
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 2.02 Results of Operations and Financial Condition
On March 14, 2006, Verint Systems Inc. issued a press release announcing
selected unaudited financial results for the quarter ended January 31, 2006. A
copy of the press release is attached hereto as Exhibit 99.1 and is incorporated
by reference herein.
The information contained in this Item 2.02, including the exhibit attached
hereto, is furnished pursuant to Item 2.02 and shall not be deemed to be "filed"
for the purposes of Section 18 of the Securities Exchange Act of 1934, or
otherwise subject to the liabilities of that section.
Item 8.01 Other Events
On March 14, 2006, Comverse Technology, Inc., the owners of approximately
57% of Verint's outstanding common stock, announced the creation of a special
committee of the Comverse Board of Directors composed of outside directors 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 proper corporate procedures. The work of this
Comverse special committee does not include a review of Verint's practices and
procedures with respect to its own option program.
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. The Company believes that the review
by the Comverse special committee will have no impact on Verint's historical
revenue and operating cashflow. The Company cautions that investors should not
make assumptions about the cost of sales, gross margin, operating expenses,
income from operations, net income, earnings per share or other financial
statement items that may be affected by expenses associated with the granting of
Comverse options to Verint employees.
The Company will release full results for the fourth quarter and year ended
January 31, 2006 as soon as practicable after the determination of whether any
restatement of the Company's historical financial statements is required.
Note: Certain statements in this Current Report on Form 8-K concerning
Verint's future revenues, earnings per share, 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; 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; expected increase in Verint's effective tax
rate; 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
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99.1 Press Release of Verint Systems Inc., dated March 14, 2006.
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 14, 2006
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release of Verint Systems Inc., dated March 14, 2006.