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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 September 7, 2005
(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
On September 7, 2005, Verint Systems Inc. (the "Company") entered into a
definitive agreement with Multivision Intelligent Surveillance Limited to
acquire substantially all of its networked video security business. Under the
agreement, the Company would pay approximately $48 million, subject to certain
adjustments. The consideration will consist of cash, provided that, at the
Company's sole option, it may substitute shares of Company common stock for up
to 70% of the adjusted purchase price paid at closing. The number of shares, if
any, to be issued in connection with the acquisition will be determined by the
Company not less than 4 business days prior to the closing of the transaction.
The acquisition is expected to close in approximately 3 months, subject to a
number of conditions, including approval by Multivision shareholders. A copy of
the press release is attached as an exhibit hereto and is incorporated by
reference herein.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description
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99.1 Press Release of Verint Systems Inc., dated September 7, 2005.
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: September 7, 2005
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release, dated September 7, 2005
Exhibit 99.1
Contacts [LOGO]
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Industry Information Investor Relations
Jayson Schkloven Alan Roden
Merritt Group Verint Systems Inc.
(703) 390-1529 (631) 962-9304
schkloven@merrittgrp.com alan.roden@verint.com
Verint Announces Agreement to Acquire MultiVision's
Networked Video Security Business
Acquisition of Hong Kong-Based Company Would Strengthen
Verint's Presence in the Growing Asia Pacific Region
Melville, NY, September 7, 2005 - Verint Systems Inc. (NASDAQ: VRNT), a leading
provider of analytic software-based solutions for communications interception,
networked video security and business intelligence, today announced that it has
signed a definitive agreement with MultiVision Intelligent Surveillance Limited
(SGX: MVIS.SI) to acquire the company's networked video security business. The
acquisition of MultiVision's networked video security business will provide
Verint with local product development, customer support and solutions that are
focused on the regional requirements of the Asia Pacific market.
Under the agreement, Verint would acquire substantially all of the networked
video security business of MutliVision for approximately $48 million, subject to
certain adjustments, through the acquisition of MultiVision's Hong Kong based
subsidiary, MultiVision Holdings Limited. The consideration will be paid to
MultiVision Intelligent Surveillance Limited which will remain a public entity
following the acquisition and continue to be listed on the Singapore Exchange
Main Board.
"The acquisition of Multivision's networked video security business reinforces
our strategy of acquiring companies that expand our geographic presence and
extend the capabilities of our actionable intelligence solutions," said Dan
Bodner, CEO and President of Verint Systems. "MultiVision will provide Verint
with proven networked video solutions and an experienced research and
development and management team for the Asia Pacific region."
"The combination of Verint's and MultiVision's networked video security
portfolio will provide our customer base with a broader set of solutions and a
greater global presence," said Dennis Li, President and Chief Operating Officer
of MultiVision. "We look forward to joining Verint and to helping expand the
company's presence in Asia Pacific."
The consideration will consist of cash, provided that, at Verint's sole option,
it may substitute shares of Verint Common Stock for up to 70% of the
adjusted purchase price paid at closing. The number of shares, if any, to be
issued in connection with the acquisition will be determined by Verint not less
than 4 business days prior to the closing of the transaction. The acquisition is
expected to close in approximately 3 months and is subject to a number of
conditions, including approval by MultiVision's shareholders. The acquisition is
expected to be non-dilutive to Verint's pro forma EPS in fiscal 2005.
Information about this acquisition will be discussed on Verint's previously
announced quarterly conference call to be held at 4:30 p.m. today.
About Verint Systems Inc.
Verint(R) Systems Inc., headquartered in Melville, New York, is a leading
provider of analytic software-based solutions for communications interception,
networked video security and business intelligence. Verint software, which is
used by over 1,000 organizations in over 50 countries worldwide, generates
actionable intelligence through the collection, retention and analysis of voice,
fax, video, email, Internet and data transmissions from multiple communications
networks. Verint is a subsidiary of Comverse Technology, Inc. (NASDAQ: CMVT).
Visit us at our website www.verint.com.
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: risk associated with integrating the business and
employees of MultVision and Opus; risks associated with integrating the assets
and business acquired from ECtel Ltd. 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;
introducing quality products on a timely basis that satisfy customer
requirements and achieve market acceptance; decline in information technology
spending; changes in the demand for Verint's products; challenges in increasing
gross margins; lengthy and variable sales cycles create difficulty in
forecasting the timing of revenue; aggressive competition in all of Verint's
markets, which creates pricing pressure; 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; 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; 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
significant foreign operations, including fluctuations in foreign currency
exchange rates; 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.
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Verint, the Verint word mark, Actionable Intelligence, Powering Actionable
Intelligence, STAR-GATE, RELIANT, NEXTIVA, LORONIX, SmartSight, Lanex and ULTRA
are trademarks of Verint Systems Inc. Other names may be trademarks of their
respective owners.