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 28, 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 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
(b) On April 28, 2006, Kobi Alexander, David Kreinberg and William F. Sorin
resigned from the Verint Systems Inc. Board of Directors and all committees
thereof, effective immediately. Mr. Alexander served as Chairman of the Board of
Directors and as a member of the Compensation Committee and Executive Committee.
Messrs. Kreinberg and Sorin served as members of the Compensation Committee and
Executive Committee.
A copy of a press release relating to the foregoing is attached hereto as
Exhibit 99.1 and is incorporated in this Item 5.02 by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
The following exhibit is furnished herewith:
99.1 Press release of Verint Systems Inc. dated May 1, 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: May 1, 2006
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EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
99.1 Press Release of Verint Systems Inc. dated May 1, 2006
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EXHIBIT 99.1
[Verint Systems Inc. logo]
PRESS RELEASE
CONTACTS
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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
THREE COMVERSE-AFFILIATED DIRECTORS RESIGN FROM VERINT BOARD OF DIRECTORS
MELVILLE, NY, May 1, 2006 - Verint Systems Inc. (NASDAQ: VRNT) (the "Company" or
"Verint") today announced that on April 28, 2006, Kobi Alexander, David
Kreinberg and William F. Sorin resigned from the Verint Systems Inc. Board of
Directors and all committees thereof, effective immediately. Mr. Alexander
served as Chairman of the Board of Directors and as a member of the Compensation
Committee and Executive Committee. Messrs. Kreinberg and Sorin served as members
of the Compensation Committee and Executive Committee.
The announcement of these resignations follows an announcement by Comverse
Technology, Inc., Verint's 57% stockholder, that Mr. Alexander resigned from its
Board of Directors (including as Chairman of the Board) and as its Chief
Executive Officer, that Mr. Kreinberg resigned as its Chief Financial Officer
and Mr. Sorin resigned as its Senior General Counsel and Corporate Secretary.
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.
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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 owners.