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) April 18, 2006
VERINT SYSTEMS INC.
(Exact name of registrant as specified in charter)
Delaware 0-49790 11-3200514
(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
330 South Service Road, Melville, New York 11747
(Address of Principal Executive Offices) (Zip Code)
(631) 962-9600
(Registrant's telephone number, including area code)
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:
[_] 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 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR
STANDARD; TRANSFER OF LISTING.
On April 24, 2006, Verint Systems Inc. (NASDAQ: VRNT) (the "Company" or
"Verint") issued a press release, attached to this Current Report on Form 8-K as
Exhibit 99.1, reporting that the Company received a letter on April 18, 2006
from The Nasdaq Stock Market indicating that as a result of the Company's
failure to file with the Securities and Exchange Commission the Company's Annual
Report on Form 10-K for the period ended January 31, 2006, as well as the
Company's failure to file a 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 (the "MultiVision Financials"), the
Company is not in compliance with the Nasdaq requirements for continued listing
set forth in Nasdaq Marketplace Rule 4310(c)(14). Nasdaq Marketplace Rule
4310(c)(14) requires the Company to make on a timely basis all filings with the
Securities and Exchange Commission, as required by the Securities Exchange Act
of 1934, as amended.
Verint will appeal the Nasdaq Staff's determination by requesting a hearing
before the Nasdaq Listing Qualifications Panel, which will automatically stay
the delisting of Verint's common stock pending the Panel's review and
determination. Until the Panel issues a determination and the expiration of any
exception granted by the Panel, Verint's common stock will continue to be traded
on The Nasdaq National Market. However, as a result of the delayed filing of its
Annual Report on Form 10-K, the trading symbol for the Company's common stock
will be changed from VRNT to VRNTE.
As previously announced Verint has delayed filing its Annual Report on Form 10-K
for the period ended January 31, 2006 as a result of the ongoing review by
Comverse Technology, Inc., the 57% stockholder of Verint, relating to Comverse's
stock option grants (the "Comverse Review"), and the uncertainty of the impact
of the Comverse Review on Verint's historical financial statements. Verint
intends to file the Annual Report as soon as practicable after the determination
of whether any restatement of Verint's previously issued financial statements is
required.
There can be no assurance that the Panel will grant the Company's request for an
extension that would allow the continued listing of the Company's common stock
on The Nasdaq Stock Market until the Company files its Annual Report on Form
10-K for the period ended January 31, 2006, the MultiVision Financials and all
other required reports with the Securities and Exchange Commission.
A copy of a press release relating to the foregoing is attached hereto as
Exhibit 99.1 and is incorporated in this Item 3.01 by reference.
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 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
2
Verint's common stock from 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 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.
ITEM 8.01. OTHER EVENTS.
The information disclosed in Item 3.01 above is incorporated herein by
reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
The following exhibit is furnished herewith:
99.1 Press release dated April 24, 2006
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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
Dated: April 24, 2006
4
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
99.1 Press Release of Verint Systems Inc. dated April 24, 2006
5
EXHIBIT 99.1
[Verint Systems Inc. logo]
PRESS RELEASE
CONTACTS
- --------
INDUSTRY INFORMATION INVESTOR RELATIONS
Samya Ghuloum Alan Roden
Merritt Group Verint Systems Inc.
(415) 439-5231 (631) 962-9304
ghuloum@merrittgrp.com alan.roden@verint.com
VERINT RECEIVES NOTICE FROM NASDAQ DUE TO LATE FILING OF
FORM 10-K - COMPANY TO REQUEST HEARING
MELVILLE, NY, April 24, 2006 - Verint Systems Inc. (NASDAQ: VRNT) (the "Company"
or "Verint") today announced that due to the delay in the filing of its Annual
Report on Form 10-K for the period ended January 31, 2006, as well as the delay
in the filing of a 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 (the "MultiVision Financials"), it has
received a letter from the The Nasdaq Stock Market indicating that the Company's
common stock is subject to delisting pursuant to Nasdaq Marketplace Rule
4310(c)(14). Nasdaq Marketplace Rule 4310(c)(14) requires the Company to make on
a timely basis all filings with the Securities and Exchange Commission, as
required by the Securities Exchange Act of 1934, as amended.
Verint will appeal the Nasdaq Staff's determination by requesting a hearing
before the Nasdaq Listing Qualifications Panel, which will automatically stay
the delisting of Verint's common stock pending the Panel's review and
determination. Until the Panel issues a determination and the expiration of any
exception granted by the Panel, Verint's common stock will continue to be traded
on The Nasdaq National Market. However, as a result of the delayed filing of its
Annual Report on Form 10-K, the trading symbol for the Company's common stock
will be changed from VRNT to VRNTE.
VERINT RECEIVES NOTICE FROM NASDAQ DUE TO LATE FILING OF FORM 10-K FOR THE
PERIOD ENDED JANUARY 31, 2006- COMPANY TO REQUEST HEARING
APRIL 24, 2006
PAGE 2
As previously announced, Verint has delayed filing its Annual Report on Form
10-K for the period ended January 31, 2006 as a result of the ongoing review by
Comverse Technology, Inc., the 57% stockholder of Verint, relating to Comverse's
stock option grants (the "Comverse Review"), and the uncertainty of the impact
of the Comverse Review on Verint's historical financial statements. Verint
intends to file the Annual Report as soon as practicable after the determination
of whether any restatement of Verint's previously issued financial statements is
required.
There can be no assurance that the Panel will grant the Company's request for an
extension that would allow the continued listing of the Company's common stock
on The Nasdaq Stock Market until the Company files its Annual Report on Form
10-K for the period ended January 31, 2006, the MultiVision Financials and all
other required reports with the Securities and Exchange Commission.
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 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 from 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 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.
###
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.