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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 March 14, 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 executive offices) Zip Code
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 2.02 Results of Operations and Financial Condition
On March 14, 2006, Verint Systems Inc. issued a press release announcing
selected unaudited financial results for the quarter ended January 31, 2006. A
copy of the press release is attached hereto as Exhibit 99.1 and is incorporated
by reference herein.
The information contained in this Item 2.02, including the exhibit attached
hereto, is furnished pursuant to Item 2.02 and shall not be deemed to be "filed"
for the purposes of Section 18 of the Securities Exchange Act of 1934, or
otherwise subject to the liabilities of that section.
Item 8.01 Other Events
On March 14, 2006, Comverse Technology, Inc., the owners of approximately
57% of Verint's outstanding common stock, announced the creation of a special
committee of the Comverse Board of Directors composed of outside directors 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 proper corporate procedures. The work of this
Comverse special committee does not include a review of Verint's practices and
procedures with respect to its own option program.
Prior to May 2002, Verint was a wholly-owned subsidiary of Comverse and, as
a result, during this period certain Verint employees received options to
purchase Comverse common stock. The outcome of Comverse's review may require
Verint to record charges for Comverse stock options granted to Verint employees
when Verint was wholly-owned by Comverse. The Company believes that the review
by the Comverse special committee will have no impact on Verint's historical
revenue and operating cashflow. The Company cautions that investors should not
make assumptions about the cost of sales, gross margin, operating expenses,
income from operations, net income, earnings per share or other financial
statement items that may be affected by expenses associated with the granting of
Comverse options to Verint employees.
The Company will release full results for the fourth quarter and year ended
January 31, 2006 as soon as practicable after the determination of whether any
restatement of the Company's historical financial statements is required.
Note: Certain statements in this Current Report on Form 8-K 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 as a result of 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; 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 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.
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 March 14, 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: March 14, 2006
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release of Verint Systems Inc., dated March 14, 2006.
Exhibit 99.1
Verint Announces Record 2005 4th Quarter Sales and Moves Conference Call to
Discuss Selected Unaudited 4th Quarter Results to 9:00 AM ET Today
Conference Call Moved Due to Press Release Issued Today
By Comverse Relating to Grants of Comverse Stock Options
MELVILLE, N.Y.--(BUSINESS WIRE)--March 14, 2006--Verint Systems Inc.
(NASDAQ: VRNT), announced record sales of $84,080,000 for the fourth quarter of
fiscal 2005, ended January 31, 2006, a 21.8% increase compared with $69,030,000
in sales for the fourth quarter of fiscal 2004. Verint's sales increased
approximately 7.5% sequentially, compared with $78,238,000 for the third quarter
of fiscal 2005. In Fiscal 2005, sales increased 23.7% to $309,066,000 compared
to sales of $249,824,000 in fiscal 2004.
The Company ended the quarter with cash, cash equivalents, bank time
deposits and short-term investments of $227,953,000, current assets of
$319,015,000, total assets of $467,919,000, and advance payments from customers
of $42,827,000.
Verint has moved its conference call to discuss its fiscal 2005 fourth
quarter results to today at 9:00 AM ET. This call replaces the call originally
scheduled for March 15, 2006. During this call Verint will also review the
matters discussed in the press release issued today by Comverse Technology, Inc.
discussed below.
Comverse Press Release
Today, Comverse, the owners of approximately 57% of Verint's outstanding
common stock, announced the creation of a special committee of the Comverse
Board of Directors composed of outside directors 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
proper corporate procedures. The work of this Comverse special committee does
not include a review of Verint's practices and procedures with respect to its
own option program.
Prior to May 2002, Verint was a wholly-owned subsidiary of Comverse and, as
a result, during this period certain Verint employees received options to
purchase Comverse common stock. The outcome of Comverse's review may require
Verint to record charges for Comverse stock options granted to Verint employees
when Verint was wholly-owned by Comverse. The Company believes that the review
by the Comverse special committee will have no impact on Verint's historical
revenue and operating cashflow. The Company cautions that investors should not
make assumptions about the cost of sales, gross margin, operating expenses,
income from operations, net income, earnings per share or other financial
statement items that may be affected by expenses associated with the granting of
Comverse options to Verint employees.
The Company will release full results for the fourth quarter and year ended
January 31, 2006 as soon as practicable after the determination of whether any
restatement of the Company's historical financial statements is required.
Conference Call Details
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 706-634-7052. Please dial in 5-10 minutes prior to the scheduled
start time. A replay of the conference call will be available on our website at
www.verint.com until April 30, 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: potential impact on Verint's financial results as a
result of 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;
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
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.
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.
CONTACT: Verint Systems Inc.
Investor Relations:
Alan Roden, 631-962-9304
alan.roden@verint.com