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 (Date of earliest event reported): November 30, 2011

 

VERINT SYSTEMS INC.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware

 

001-34807

 

11-3200514

(State or Other Jurisdiction of
Incorporation)

 

(Commission File Number)

 

(IRS Employer Identification
No.)

 

330 South Service Road, Melville, New York

 

11747

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (631) 962-9600

 

None

(Former Name or Former Address, if Changed Since Last Report)

 


 

Check the appropriate box 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.):

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a—12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d—2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(d) Appointment of New Director.

 

On November 30, 2011, Susan Bowick was elected to the board of directors (the “Board”) of Verint Systems Inc. (“Verint”, “we”, “us”, or “our”).  Ms. Bowick is a director of Comverse Technology, Inc. (“Comverse”), our majority stockholder.  By virtue of its majority ownership stake, Comverse has the ability, acting alone, to remove existing directors and/or to elect new directors to our Board in order to fill vacancies.  For more information about Comverse’s ownership of a majority of our common stock, its control of our Board, and a description of various agreements between Comverse and Verint, please see our definitive proxy statement filed with the Securities and Exchange Commission on May 17, 2011.

 

Ms. Bowick, age 63, has served as a member of Comverse’s board of directors since December 2006.  Ms. Bowick served as a consultant to the joint venture of Nokia Corporation and Siemens A.G. during 2006.  From 2004 to 2007, Ms. Bowick served as an independent consultant to SAP A.G., a provider of software solutions, and Nokia Corporation, a manufacturer of mobile devices.  From 1977 to 2004, Ms. Bowick served at various executive positions with Hewlett-Packard Company, a provider of information technology, infrastructure, personal computing, global services and imaging and printing, most recently as its Executive Vice President, Human Resources and Workforce Development.  Ms. Bowick also serves as an independent director and the chair of the Compensation and Leadership Committee of EarthLink, Inc., an Internet service provider.

 

Ms. Bowick is expected to become party to an Indemnification Agreement with us on the same basis as our other directors, the terms of which are described in our Annual Report on Form 10-K for the year ended January 31, 2011.

 

The information referred to in “Item 8.01 Other Events” below related to Ms. Bowick’s committee membership is incorporated by reference herein.

 

Item 7.01 Regulation FD Disclosure.

 

On December 2, 2011, we issued a press release announcing the timing for our conference call to discuss earnings results for the quarter ended October 31, 2011 and outlook for the years ending January 31, 2012 and January 31, 2013.  A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated by reference in its entirety into this Item 7.01.

 

Item 8.01. Other Events

 

Effective November 30, 2011, in connection with Ms. Bowick’s election to the Board, Ms. Bowick was appointed as a member of and chair of the compensation committee of our Board (the “Committee”).  As a result, as of November 30, 2011, the members of the Committee are: Ms. Bowick (chair), Victor DeMarines, Howard Safir, and Shefali Shah.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit
Number

 

Description

 

 

 

99.1

 

Press Release of Verint Systems Inc., dated December 2, 2011.

 

2



 

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.

 

 

Date: December 2, 2011

 

 

 

 

By:

/s/ Douglas E. Robinson

 

Name:

Douglas E. Robinson

 

Title:

Chief Financial Officer

 

3



 

EXHIBIT INDEX

 

Exhibit
Number

 

Description

99.1

 

Press Release of Verint Systems Inc., dated December 2, 2011.

 

4


Exhibit 99.1

 

 

Contacts:

Investor Relations

Alan Roden

Verint Systems Inc.

(631) 962-9304

alan.roden@verint.com

 

Press Release

 

Verint Systems Announces Conference Call To Review its Third Quarter Results To Be Held on December 7, 2011 at 4:30 PM ET

 

MELVILLE, N.Y, December 2, 2011 — Verint® Systems Inc. (NASDAQ: VRNT) today announced it will be conducting a conference call to review its third quarter results (quarter ended October 31, 2011) and outlook for the years ending January 31, 2012 and January 31, 2013 on Wednesday, December 7, 2011 at 4:30 PM ET. An earnings release will be issued after market close on December 7.

 

Conference Call

An on-line, real-time Web cast of the conference call will be available on our website at www.verint.com. The conference call can also be accessed live via telephone at 1-866-831-6234 (United States) and 1-617-213-8854 (international) and the passcode is 50349579.  Please dial in 5-10 minutes prior to the scheduled start time.

 

About Verint Systems Inc.

Verint® Systems Inc. is a global leader in Actionable Intelligence® solutions and value-added services.  Our solutions enable organizations of all sizes to make timely and effective decisions to improve enterprise performance and make the world a safer place.  More than 10,000 organizations in over 150 countries — including over 80% of the Fortune 100 — use Verint Actionable Intelligence solutions to capture, distill, and analyze complex and underused information sources, such as voice, video, and unstructured text.  Headquartered in Melville, New York, we support our customers around the globe directly and with an extensive network of selling and support partners.  Visit us at our website www.verint.com.

 

Cautions About Forward-Looking Statements

 

This press release contains “forward-looking statements,” including statements regarding expectations, predictions, views, opportunities, plans, strategies, beliefs, and statements of similar effect relating to Verint Systems Inc. These forward-looking statements are not guarantees of future performance and they are based on management’s expectations that involve a number of risks and uncertainties which could cause actual results to differ materially from those expressed in or implied by the forward-looking statements. Important risks, uncertainties, and other factors that could cause actual results to differ materially from our forward-looking statements. The forward-looking statements contained in this press release are made as of the date of this press release and, except as required by law, Verint assumes no obligation to update or revise them or to provide reasons why actual results may differ.

 

VERINT, the VERINT logo, ACTIONABLE INTELLIGENCE, POWERING ACTIONABLE INTELLIGENCE, INTELLIGENCE IN ACTION, ACTIONABLE INTELLIGENCE FOR A SMARTER WORKFORCE, VERINT VERIFIED, WITNESS ACTIONABLE SOLUTIONS, STAR-GATE, RELIANT, VANTAGE, X-TRACT, NEXTIVA, EDGEVR, ULTRA, AUDIOLOG, WITNESS, the WITNESS logo, IMPACT 360, the IMPACT 360 logo, IMPROVE EVERYTHING, EQUALITY, CONTACTSTORE, EYRETEL, BLUE PUMPKIN SOFTWARE, BLUE PUMPKIN, the BLUE PUMPKIN logo, EXAMETRIC and the EXAMETRIC logo, CLICK2STAFF, STAFFSMART, AMAE SOFTWARE and the AMAE logo are trademarks and registered trademarks of Verint Systems Inc. Other trademarks mentioned are the property of their respective owners.