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) JUNE 9, 2006
VERINT SYSTEMS INC.
(Exact name of registrant as specified in charter)
DELAWARE 0-49790 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 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On June 12, 2006, Verint Systems Inc. (NASDAQ: VRNT) (the "Company" or "Verint")
issued a press release, attached to this Current Report on Form 8-K as Exhibit
99.1, reporting record sales of $87,736,000 for the first quarter of fiscal
2006, ended April 30, 2006, approximately a 21.8% increase compared with
$72,039,000 in sales for the first quarter of fiscal 2005. Verint also announced
that its sales increased approximately 4.3% sequentially, compared with
$84,080,000 for the fourth quarter of fiscal 2005.
A copy of a press release relating to the foregoing is attached hereto as
Exhibit 99.1 and is incorporated in this Item 2.02 by reference.
ITEM 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR
STANDARD; TRANSFER OF LISTING.
On June 12, 2006, Verint issued a press release, attached to this Current Report
on Form 8-K as Exhibit 99.1, reporting that for the reasons previously announced
by Verint relating to the ongoing investigation by a special committee of the
Board of Directors of Comverse Technology, Inc. ("Comverse"), the 57%
stockholder of Verint, of Comverse's stock option practices, and its preliminary
conclusion that the actual dates of measurement for certain past awards granted
by Comverse differed from the recorded grant dates for such awards, and the
potential impact of such stock option practices on Verint's Financial
Statements, on June 9, 2006 Verint notified The Nasdaq Stock Market that it will
not timely file its Quarterly Report on Form 10-Q for the fiscal quarter ended
April 30, 2006. Accordingly, Verint expects to receive a Staff Determination
Letter from The Nasdaq Stock Market indicating that the delay in the filing of
the Form 10-Q could serve as an additional basis for the delisting of Verint's
securities from Nasdaq, under Nasdaq Marketplace Rule 4310(c)(14). Nasdaq
Marketplace Rule 4310(c)(14) requires the Company to make on a timely basis all
filings with the Securities and Exchange Commission, as required by the
Securities Exchange Act of 1934, as amended. Verint also announced that it
expected to file its Form 10-Q as soon as practicable, but did not currently
expect that it would be filed on or before the fifth calendar day following the
required filing date as prescribed in Rule 12b-25 of the Securities Exchange Act
of 1934.
As previously disclosed by Verint, due to the delay in the filing of Verint's
Annual Report on Form 10-K for the fiscal year ended January 31, 2006, as well
as Verint's failure to file a Current Report on Form 8-K/A, which would have
amended the Current Report on Form 8-K dated January 9, 2006 to include the
financial information required by Form 8-K in connection with the January 9,
2006 acquisition by Verint of MultiVision Intelligence Surveillance Limited's
networked video security business, Verint had received a Staff Determination
Letter from The Nasdaq Stock Market indicating that Verint's securities were
subject to delisting, unless Verint requested a hearing before the Nasdaq
Listing Qualifications Panel. Verint presented its plan to regain compliance
with Nasdaq's filing requirement at an in-person hearing before the Nasdaq
Panel. The Nasdaq Panel has not yet issued a decision as a result of that
hearing. There can be no assurance that the Nasdaq Panel will grant Verint's
request for continued listing on Nasdaq
A copy of a press release relating to the foregoing is attached hereto as
Exhibit 99.1 and is incorporated in this Item 3.01 by reference.
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
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to differ materially include, among others: potential impact on Verint's
financial results related to 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 from 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; 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 except as
otherwise required by law.
ITEM 8.01. OTHER EVENTS.
Verint today announced that, as a result of the ongoing review by Comverse
relating to Comverse stock option grants and the uncertainty of the impact of
such review on Verint's historical financial statements, Verint has filed a Form
12b-25 with the Securities and Exchange Commission indicating that its Quarterly
Report on Form 10-Q for the period ended April 30, 2006 will not be filed on its
due date. Verint did not seek a 5-day filing extension because it does not
believe it could file the Quarterly Report by the end of the extension period.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
The following exhibit is furnished herewith:
99.1 Press release dated June 12, 2006.
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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 hereunto duly authorized.
VERINT SYSTEMS INC.
By: /s/ IGAL NISSIM_
Name: Igal Nissim
Title: Chief Financial Officer
Dated: June 12, 2006
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release of Verint Systems Inc. dated June 12, 2006
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