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 13, 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 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR
STANDARD; TRANSFER OF LISTING.
On June 16, 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 that the Company received a letter on June 13, 2006 from The
Nasdaq Stock Market indicating that the Company's failure to file with the
Securities and Exchange Commission the Company's Quarterly Report on Form 10-Q
for the period ended April 30, 2006 on the required date 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 did not file its Quarterly Report on Form 10-Q for the fiscal quarter
ended April 30, 2006 on the required filing date 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.
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 requested a hearing and 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. Verint intends to submit to the Nasdaq Panel, within the
permissible timeframe, its plan to file the Form 10-Q for the quarterly period
ended April 30, 2006. It is expected that the Nasdaq Panel's hearing decision
will address the late Form 8-K, the late Form 10-K and late Form 10-Q filings
referenced above. However, 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 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 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
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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.
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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
The following exhibit is furnished herewith:
99.1 Press release dated June 16, 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 19, 2006
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release of Verint Systems Inc. dated June 16, 2006
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