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) JULY 14, 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 July 14, 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 acquired Mercom Systems, Inc., a privately-held
provider of interaction recording and performance evaluation solutions for
small-to-midsize enterprises with contacts centers, for $35 million in cash at
closing and potential additional cash earn-out payments not to exceed $17.5
million over two years based on certain performance targets.
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.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
The following exhibit is furnished herewith:
99.1 Press release dated July 14, 2006
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: July 18, 2006
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
99.1 Press Release of Verint Systems Inc. dated July 14, 2006
EXHIBIT 99.1
------------
VERINT
POWERING ACTIONABLE INTELLIGENCE
PRESS RELEASE
CONTACTS
INDUSTRY INFORMATION INVESTOR RELATIONS
Jayson Schkloven Alan Roden
Merritt Group Verint Systems Inc.
(703) 390-1529 (631) 962-9304
schkloven@merrittgrp.com alan.roden@verint.com
VERINT ANNOUNCES ACQUISITION OF MERCOM SYSTEMS
Acquisition Supports Verint's Strategy of Bringing Actionable Intelligence to
the Growing Small-to-Midsize Enterprise Contact Center Market
MELVILLE, NY, JULY 14, 2006 - VERINT SYSTEMS INC. (NASDAQ: VRNT), a leading
provider of analytic software-based solutions for security and business
intelligence, today announced the acquisition of Mercom Systems, Inc., a
privately-held provider of interaction recording and performance evaluation
solutions for small-to-midsize enterprises with contacts centers. Mercom has
approximately 60 employees and is headquartered in Lyndhurst, NJ.
This acquisition will enable Verint to more effectively bring actionable
intelligence to the growing small-to-midsize enterprise contact center market,
leveraging Mercom's significant experience in developing, packaging and
delivering solutions tailored to this market's specific requirements. Through
its global base of resellers, Mercom distributes its recording and performance
evaluation solutions to contact centers across a wide range of customers,
including financial institutions, utility companies, public security and other
enterprise and government agencies.
"We believe that there is growing demand for analytical solutions that can help
drive operational effectiveness in the small-to-midsize enterprise market," said
Dan Bodner, President and CEO of Verint Systems. "The Mercom team has a strong
track record in this growing market and we look forward to providing our
combined global channels with an expanded portfolio of value-added analytical
solutions."
Verint Systems has acquired the business of Mercom for $35 million in cash at
closing and potential additional cash earn-out payments not to exceed $17.5
million over two years based on certain performance targets. The acquisition is
expected to contribute approximately $8 million of revenue for the remainder of
Verint's Fiscal 2006 and is expected to be non-dilutive to pro forma EPS,
excluding the amortization of intangibles assets and one-time charges related to
the acquisition.
VERINT ANNOUNCES ACQUISITION OF MERCOM SYSTEMS
JULY 14, 2006
PAGE 2
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; 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 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.
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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 owner