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) JUNE 22, 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 8.01. OTHER EVENTS.
On June 22, 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 would be conducting a conference call to review
business trends on the same date at 4:30 PM ET.
A copy of a press release relating to the foregoing is attached hereto as
Exhibit 99.1 and is incorporated in this Item 8.01 by reference.
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.
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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
The following exhibit is furnished herewith:
99.1 Press release dated June 22, 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: June 23, 2006
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EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
99.1 Press Release of Verint Systems Inc. dated June 22, 2006
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Exhibit 99.1
VERINT
POWERING ACTIONABLE INTELLIGENCE
PRESS RELEASE
CONTACT
INVESTOR RELATIONS
Alan Roden
Verint Systems Inc.
(631) 962-9304
alan.roden@verint.com
VERINT ANNOUNCES DETAILS FOR TODAY'S FIRST QUARTER CONFERENCE CALL
TO REVIEW BUSINESS TRENDS
MELVILLE, NY, JUNE 22, 2006 - Verint Systems Inc. (Nasdaq: VRNT), will be
conducting a conference call to review business trends today at 4:30 PM ET.
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 July 31, 2006.
As previously announced, Verint has delayed filing its Annual Report on Form
10-K for the year ended January 31, 2006 and it Quarterly Report on Form 10-Q
for the quarter ended April 30, 2006 (together, the "Public Filings") 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.
The Comverse Review does not include a review of Verint's practices and
procedures with respect to its own option program and Verint's past practices
are not in question. The Company advises investors that our inability to provide
financial information during today's call continues to be solely attributable to
Comverse's review.
Because the Comverse Review is ongoing, we are unable to complete and disclose
our financial statements for the periods covered by the Public Filings. In that
regard, we have expanded our prepared remarks in an effort to provide a broader
general update on our business than is typical for our conference calls.
Further, we will not conduct a customary question and answer session, though we
will attempt to address many questions we expect investors may have.
As a result of our inability to file our Public Filings, the fiscal periods
covered by those filings remain open for review by our auditors and subject to
change. Therefore, until we receive the necessary information from Comverse that
would allow us to finalize our financial statements and complete our audit, we
are not in a position to report any financial information beyond revenue. Verint
intends to file its Public Filings as soon as practicable after the
determination of whether any restatement of Verint's previously issued financial
statements is required.
As previously announced, Verint had record sales of $87,737,000 for the first
quarter of fiscal 2006, ended April 30, 2006, approximately a 21.8% increase
compared with $72,039,000 in sales for the first quarter of fiscal 2005.
Verint's sales increased approximately 4.3% sequentially, compared with
$84,080,000 for the fourth quarter of fiscal 2005.
VERINT ANNOUNCES DETAILS FOR TODAY'S FIRST QUARTER CONFERENCE CALL
TO REVIEW BUSINESS TRENDS
JUNE 22, 2006
PAGE 2
Dan Bodner, President and CEO of Verint, stated, "Our record first quarter sales
were due to demand for our actionable intelligence solutions in the security and
business intelligence markets. We continue to believe that the market for
actionable intelligence is in its early stages and believe that we can deliver
approximately 20% revenue growth for 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: 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.
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