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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 February 6, 2006
(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 8.01 Other Events
On February 6, 2006, Verint Systems Inc. (the "Company") announced that
it had acquired all of the outstanding shares of CM Insight Limited ("CM
Insight"), a UK-based privately-held customer management solution provider that
helps enterprises enhance their customer experience and improve the quality and
performance of their contact center operations. The Company paid approximately
$5.8 million in cash for CM Insight. In addition, the selling shareholders of CM
Insight will be entitled to receive earn-out payments over two years based on
certain performance targets. A copy of the press release dated February 6, 2006
issued by the Company relating to this acquisition is attached as an exhibit
hereto and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
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99.1 Press Release of Verint Systems Inc., dated February 6,
2006.
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: February 7, 2006
EXHIBIT INDEX
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Exhibit No. Description
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99.1 Press Release of Verint Systems Inc., dated February 6, 2006.
Exhibit 99.1
Contacts
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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 Acquisition of UK-Based CM Insight
Acquisition Expands Verint's Enterprise Actionable Intelligence Portfolio with
Additional Customer Experience Management Capabilities
Melville, NY, February 6, 2006 - Verint Systems Inc. (NASDAQ: VRNT), a leading
provider of analytic software-based solutions for security and business
intelligence, today announced the acquisition of CM Insight Limited, a
privately-held customer management solution provider that helps enterprises
enhance their customer experience and improve the quality and performance of
their contact center operations. Founded in 1998, CM Insight has 23 employees
and is headquartered in Weybridge, UK.
CM Insight helps enterprises enhance the performance of their customer-facing
operations by analyzing customer contacts to provide a deep understanding of how
contact center interactions impact customer behavior. This actionable
intelligence helps enterprises better understand the factors that shape their
customers' experience so they can develop more effective strategies for growth.
"We believe that there is growing demand for performance solutions that enhance
both operational efficiency and the customer experience," said Dan Bodner,
President and CEO of Verint Systems. "Verint's actionable intelligence portfolio
combined with CM Insight's customer experience management capabilities will
enable enterprises to better understand and serve their customers."
Verint Systems has acquired the business of CM Insight for approximately $5.8
million in cash at closing and additional earn-out payments over two years based
on certain performance targets. The acquisition is expected to be neutral to pro
forma EPS in Fiscal 2006.
About Verint Systems Inc.
Verint(R) Systems Inc., headquartered in Melville, New York, is a leading
provider of analytic software-based solutions for 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 CM Insight;
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; 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.
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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 owner.