UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
Commission File Number: 0-49790
CUSIP Number: 92343X100
NOTIFICATION OF LATE FILING
(Check One):
|X| Form 10-K |_| Form 11-K |_| Form 20-F |_| Form 10-Q |_| Form N-SAR
|_| Form N-CSR
For Period Ended: January 31, 2006
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|_| Transition Report on Form 10-K
|_| Transition Report on Form 20-F
|_| Transition Report on Form 11-K
|_| Transition Report on Form 10-Q
|_| Transition Report on Form N-SAR
For the Transition Period Ended:
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Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I
REGISTRANT INFORMATION
Verint Systems Inc.
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Full Name of Registrant
N/A
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Former Name if Applicable
330 South Service Road
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Address of Principal Executive Office (Street and Number)
Melville, New York 11747
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City, State and Zip Code
PART II
RULES 12B-25(B) AND (C)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate.)
|_| (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense; (b) The
subject annual report, semi-annual report, transition report on Form
10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion
thereof, will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly report or
transition report on Form 10-Q or subject distribution report on Form
10-D, or portion thereof, will be filed on or before the fifth calendar
day following the prescribed due date; and (c) The accountant's
statement or other exhibit required by Rule 12b-25(c) has been attached
if applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 11-K, 20-F, 10-Q,
N-SAR, N-CSR, or the transition report or portion thereof, could not be filed
within the prescribed time period. (Attach extra sheets if needed.)
Verint Systems Inc. ("Verint") plans to file its Annual Report on Form
10-K for the year ended January 31, 2006 as soon as practicable, but
does not currently expect that it will be filed on or before the
fifteenth calendar day following the required filing date as prescribed
in Rule 12b-25.
Prior to Verint's initial public offering in May 2002, Verint was a
wholly-owned subsidiary of Comverse Technology, Inc. ("Comverse") and,
as a result, during that period certain Verint employees received from
Comverse options to purchase Comverse common stock. Since May 2002
(other than the repricing of stock options initiated by Comverse in
June 2002) no Verint employee received compensatory awards from
Comverse. As previously announced on March 14, 2006, the Board of
Directors of Comverse, now the 57% stockholder of Verint, has created a
special committee (the "Comverse Special Committee") composed of
outside directors, to review matters relating to Comverse's stock
option grants, including the accuracy of the stated dates of Comverse
option grants and whether Comverse followed all proper corporate
procedures. The final outcome of the Comverse Special Committee's
review of its stock option practices may require Verint to incur
additional charges for Comverse stock option related expenses with
regard to Comverse grants of Comverse options to Verint employees when
Verint was wholly-owned by Comverse.
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While Verint does not participate in, and is not privy to, the
substance of the Comverse Special Committee's review, Verint has been
informed that although the Comverse Special Committee has not yet
completed its work or reached final conclusions, it has reached a
preliminary conclusion that the actual dates of measurement for certain
past Comverse stock option grants for accounting purposes differed from
the recorded grant dates for such awards. Although Verint is unable to
determine the full effect of these matters, including whether any
restatement of its historical financial statements is required, until
the Comverse Special Committee completes its review, based on the
Comverse Special Committee's preliminary determination, Verint has
filed a Current Report on Form 8-K with the SEC to the effect that
Verint has concluded that its historical financial statements for each
of the fiscal years ended January 31, 2005, 2004, 2003, 2002 and 2001
and for the first three quarters of the fiscal year ended January 31,
2006, and any related reports of its independent registered public
accounting firm, should no longer be relied upon.
Note: Certain statements in this Form 12b-25 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 related to
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; the effect of Verint's failure to timely file all
required reports under the Securities Exchange Act of 1934, and the
resultant potential delisting of Verint's common stock on NASDAQ;
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
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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 except as otherwise required by
law.
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PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Igal Nissim (631) 962-9600
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s).
|_| Yes |X| No
Verint did not file its Current Report on Form 8-K/A, which would have
amended the Current Report on Form 8-K dated January 9, 2006 to include
the financial information required by Form 8-K in connection with the
January 9, 2006 acquisition by the Company of MultiVision Intelligence
Surveillance Limited's networked video security business.
(3) Is it anticipated that any significant change in results of operations for
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
|X| Yes |_| No
If so: attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
On March 14, 2006 Verint issued a press release in which it 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.
Due to uncertainty as to whether Verint will be required, upon
completion of the Comverse Review, to restate certain of its previously
issued financial statements, except as described above, the Company at
this time cannot provide a reasonable estimate and comparison of the
results of its operations for the fiscal year ended January 31, 2006
compared to such 2005 results.
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Verint Systems Inc.
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(Name of Registrant as Specified in Charter
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: April 17, 2006
VERINT SYSTEMS INC.
By: /s/ IGAL NISSIM
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Name: Igal Nissim
Title: Chief Financial Officer
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