SEC Filing | Verint Systems Inc.

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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) January 9, 2006 ------------------------------ VERINT SYSTEMS INC. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Delaware 0-15502 11-3200514 - ------------------------------------------------------------------------------- (State or Other Jurisdiction of (Commission (IRS Employer Incorporation) File Number) 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 ----------------------------- 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 (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))

ITEM 2.01 COMPLETION OF ACQUISITION OF ASSETS. On January 9, 2006, Verint Systems Inc. ("Verint") completed its acquisition of MultiVision Intelligent Surveillance Limited's networked video security business. The entire purchase price of approximately $51.2 million (which is subject to certain post-closing adjustments) was paid by Verint in cash. On January 9, 2006, Verint issued a press release announcing the completion of the acquisition. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial Statements of Businesses Acquired. To be filed by amendment not later than 71 calendar days after the date that this current report is required to be filed. (b) Pro Forma Financial Information. To be filed by amendment not later than 71 calendar days after the date that this current report is required to be filed. (d) Exhibits. Exhibit No. Description ----------- ----------- 99.1 Press Release of Verint Systems Inc., dated January 9, 2006. 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. By: /s/ Igal Nissim ------------------------------------ Name: Igal Nissim Title: Chief Financial Officer Date: January 10, 2006 3

EXHIBIT INDEX Exhibit No. Description ----------- ----------- 99.1 Press Release of Verint Systems Inc., dated January 9, 2006. 4

EXHIBIT 99.1 [Verint logo] CONTACTS - -------- 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 CLOSES ACQUISITION OF MULTIVISION'S NETWORKED VIDEO SECURITY BUSINESS Expands Verint's Presence in Growing Asia Pacific Region Melville, NY, January 9, 2006 - 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 completed the acquisition of the networked video security business of MultiVision Intelligent Surveillance Limited (SGX: MVIS.SI) for approximately $51.2 million in cash, subject to certain post-closing adjustments. Based in Hong-Kong with multiple offices throughout China, MultiVision's networked video security business provides Verint with local product development, customer support and solutions that are focused on the requirements of the Asia Pacific region. The acquisition will enable Verint to further address the demand for actionable intelligence solutions in the growing Asia Pacific region. MultiVision's proven networked video security solutions and broad range of customers enhances Verint's global position across a number of important markets, including transportation, government and banking. MultiVision's customers in these markets include the City of Beijing, Hong Kong's Chep Lap Kok International Airport, the Ministry of Railways of the People's Republic of China, Hong Kong Mass Transit Rail and the Hunan Postal Savings Bank. MultiVision also provides Verint with a presence in the growing Asia Pacific gaming market. "MultiVision provides Verint with a local research and development group and a strong management team for the Asia Pacific region and we look forward to adding this experienced group of managers and developers to the Verint team," said Dan Bodner, CEO and President of Verint Systems. "The combination of Verint's and MultiVision's networked video security portfolio will provide our joint customer base with a broader set of solutions and a greater global presence." Verint's Networked Video Solutions enable government and commercial organizations to enhance the security of their facilities by networking video across multiple locations and applying advanced content analytics to extract actionable intelligence from live and stored video. By alerting security personnel to potential security threats, Verint's Networked Video Solutions are designed to help organizations prevent security breaches and improve response time.

Verint Closes Acquisition of MultiVision's Networked Video Security Business January 9, 2006 Page 2 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: integrating the business and personnel of MultiVision, including implementation of adequate internal controls; managing our expansion in the Asia Pacific region; risks associated with significant foreign operations, including fluctuations in foreign currency exchange rates; 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; aggressive competition in all of Verint's markets, which creates pricing pressure; 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; 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; 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. ### 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.