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) AUGUST 8, 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 August 8, 2006, Verint Systems Inc., (the "Company") issued a press release
announcing that it requested an extension from the NASDAQ Listing Qualifications
Panel (the "Panel") until September 25, 2006 to file with the Securities and
Exchange Commission its Annual Report on Form 10-K for the fiscal year ended
January 31, 2006, its Quarterly Report on Form 10-Q for the fiscal quarter ended
April 30, 2006, and the Current Report on Form 8-K/A to amend the Form 8-K dated
January 9, 2006 and regain compliance with the NASDAQ listing requirements.
There can be no assurance that the Panel will grant the extension or that the
Company's securities will remain listed on The NASDAQ Stock Market.
A copy of the press release is attached hereto as Exhibit 99.1 and incorporated
herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(D) EXHIBITS:
Exhibit No. Description
----------- -----------
99.1 Press Release of Verint Systems Inc. dated
August 8, 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.
Dated: August 8, 2006 By: /s/ Igal Nissim
----------------------------------
Name: Igal Nissim
Title: Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
----------- -----------
99.1 Press Release of Verint Systems Inc. dated August 8, 2006
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Exhibit 99.1
VERINT
POWERING ACTIONABLE INTELLIGENCE
PRESS RELEASE
CONTACT
Investor Relations
- ------------------
Alan Roden
(631) 962-9304
alan.roden@verint.com
- ---------------------
VERINT REQUESTS FILING EXTENSION FROM NASDAQ
NEW YORK, NY - August 8, 2006 - Verint Systems Inc. (NASDAQ: VRNT) today
announced that the Company has submitted a request to the NASDAQ Listing
Qualifications Panel for an additional extension of the deadline for the Company
to regain compliance with the NASDAQ continued listing requirements related to
the filing of SEC reports.
As previously announced on June 28, 2006, the Panel granted the Company's
request for continued listing subject to the requirement that the Company file
its Annual Report on Form 10-K for the fiscal year ended January 31, 2006, by
August 18, 2006, and, by no later than August 25, 2006, its Quarterly Report on
Form 10-Q for the fiscal quarter ended April 30, 2006 and its Current Report on
Form 8-K/A, amending 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. In its request for an
additional extension, the Company requested that the Panel grant the Company
until September 25, 2006 to file these reports.
As previously disclosed, the Company did not file its Form 10-K for the fiscal
year ended January 31, 2006, Form 10-Q for the quarter ended April 30, 2006 due
to the ongoing review by the Company's majority shareholder, Comverse
Technology, Inc. ("Comverse"), of Comverse's stock option grants, some of which
may affect the Company's financial statements. The Company is awaiting the
receipt of Comverse's definitive findings and conclusions regarding the
measurement dates of the Comverse stock option grants prior to filing its
reports.
The Company intends to announce the Panel's decision promptly after it receives
written notice of such decision. There can be no assurance that the Panel will
grant the extension or that the Company's securities will remain listed on The
NASDAQ Stock Market
ABOUT VERINT SYSTEMS INC.
Verint Systems Inc., headquartered in Melville, New York, is a leading provider
of analytic software-based solutions for communications interception, networked
video 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; the impact of governmental inquiries arising
out of or related to option grants; 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 Mercom and 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.
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