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 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Verint Systems Inc. (the "Company" or "Verint") issued a press release
announcing that Verint had entered into an employment agreement (the
"Agreement"), effective as of August 14, 2006, with Mr. Douglas E. Robinson
pursuant to which Mr. Robinson will serve as Vice President, Chief Financial
Officer and Principal Accounting Officer of Verint once Verint has filed its
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 Company's Annual Report on Form 10-K for the fiscal year ended
January 31, 2006, the Company's Quarterly Report on Form 10-Q for the quarter
ended April 30, 2006 (the "SEC Filings"). The Agreement contemplates an original
term expiring on August 13, 2008, subject to automatic renewal for successive
one-year terms. Pursuant to the Agreement, Mr. Robinson will receive an annual
base salary of $325,000 and will be eligible to earn an annual bonus award, the
target for which will be 60% of Mr. Robinson's annual base salary (or $195,000)
based upon the achievement of performance goals established by the Company's
Compensation Committee. Mr. Robinson's bonus award for the fiscal year ending
January 31, 2007 will be prorated to reflect Mr. Robinson's period of employment
with Verint.
If Mr. Robinson (x) resigns for good reason, (y) is terminated without cause or
(z) is terminated in an at-will employment termination, he will be entitled to
receive (a) his base annual salary for a period equal to the greater of twelve
months after the date of such termination or the expiration of the employment
term determined as if such termination had not occurred, (b) an amount equal to
150% of his average annual bonus actually paid for the three most recently
completed years and (c) continued benefits for Mr. Robinson, his spouse and
dependents for a period of twelve months following the date of termination. If
Mr. Robinson (x) is terminated for cause or (y) resigns without good reason, he
will be entitled to receive (a) his base salary through the date of termination
and (b) any annual bonus earned, but unpaid, as of the date of termination for
the immediately preceding fiscal year. If his employment is terminated due to
his disability, Mr. Robinson will be entitled to receive (a) his prorated bonus
through the date of termination and (b) his base salary and continued benefits
for the longer of six months or the date on which he becomes entitled to
long-term disability benefits under the applicable Company plan or program. If
his employment is terminated due to his death, Mr. Robinson's estate will be
entitled to receive (a) Mr. Robinson's prorated bonus through the date of
termination and (b) continued benefits for the benefit of Mr. Robinson's spouse
and dependents for a period of twelve months following the date of death.
Pursuant to the Agreement, Mr. Robinson will receive an initial grant of 15,000
shares of restricted stock. Such grant will be made in accordance with the terms
of the Verint Systems Inc. 2004 Stock Incentive Compensation Plan (the "Stock
Plan"), will be valued at fair market value (as defined in the Stock Plan) on
the grant date and will vest in equal installments annually over three years
from August 14, 2006. Mr. Robinson will also receive an initial grant of 40,000
options to acquire common stock of the Company. Such grant will be made in
accordance with the terms of the Stock Plan, will be valued at fair market value
(as defined in the Stock Plan) on the grant date and will vest in equal
installments annually over four years from the August 14, 2006. Such grants of
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restricted stock and stock options will occur as soon as reasonably practicable
after the Company becomes current with its reporting obligations under the
Securities Exchange Act of 1934. Upon the occurrence of a change in the control
of the Company (as defined in the Agreement), all outstanding stock options will
immediately vest and become exercisable and the restriction period (including
vesting requirements) on any restricted stock will lapse.
In addition, the Agreement provides that if the Company's financial statements
are required to be restated due to material noncompliance, as a result of
misconduct, with any financial reporting requirement under the securities laws,
Mr. Robinson will, at the request of the Company's Compensation Committee,
return or forfeit, as applicable, all or a portion, but no more than one-hundred
percent, of any bonus or incentive award made to him with respect to any fiscal
year of the Company the financial results of which are negatively affected by
such restatement.
The Press Release of Verint Systems Inc. dated August 14, 2006, a copy of which
is attached as Exhibit 99.1 hereto, is herein incorporated by reference.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
On August 14, 2006, Verint issued a press release announcing a Chief Financial
Officer succession plan.
(b) Mr. Igal Nissim, the Company's current Chief Financial Officer, will
remain CFO until Verint has filed all of its SEC Filings, after which
time he will cease to serve as CFO of the Company and will direct
corporate special projects reporting to the CEO. Mr. Nissim will
continue to serve on Verint's Board of Directors.
(c) Mr. Douglas E. Robinson, 50, has approximately 25 years of senior
executive and financial experience. For the last 17 years, Mr. Robinson
held various financial roles at CA, Inc., an information technology
management software company with revenues of $3.8 billion in its latest
fiscal year. Most recently, he was Senior Vice President, Finance of
CA's Americas Division. Mr. Robinson will be based at Verint's
headquarters in Melville, New York and will assume the Chief Financial
Officer position once Verint has filed all of its SEC Filings.
The description of the terms of Mr. Robinson's employment agreement
with Verint, which is provided under Item 1.01, is herein incorporated
by reference.
The Press Release of Verint Systems Inc. dated August 14, 2006, a copy of which
is attached as Exhibit 99.1 hereto, is herein incorporated by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) EXHIBITS:
Exhibit No. Description
----------- -----------
99.1 Press Release of Verint Systems Inc. dated August
14, 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 16, 2006 By: /s/ Peter D. Fante
-------------------------
Name: Peter D. Fante
Title: General Counsel
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
99.1 Press Release of Verint Systems Inc. dated August 14, 2006
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Exhibit 99.1
------------
PRESS RELEASE
CONTACTS
Industry Information Investor Relations
- -------------------- ------------------
Jayson Schkloven Alan Roden
(703) 390-1529 (631) 962-9304
schkloven@merrittgrp.com alan.roden@verint.com
VERINT ANNOUNCES CHIEF FINANCIAL OFFICER SUCCESSOR PLAN
Igal Nissim to Take on New Executive Role and Doug Robinson
to Assume CFO Position Following Verint Becoming Current
with Its Reporting Obligations
MELVILLE, N.Y. AUGUST 14, 2006 - Verint Systems Inc. (NASDAQ: VRNT), a leading
provider of analytic software-based solutions for security and business
intelligence, today announced a Chief Financial Officer successor plan.
After serving as Verint's Chief Financial Officer for over seven years and being
in financial leadership roles for his entire career, Igal Nissim expressed an
interest in taking on a new executive role at Verint. Igal Nissim will remain
CFO until Verint becomes current with its reporting obligations under the
Securities Exchange Act of 1934, after which time he will direct corporate
special projects reporting to the CEO. Igal will continue to serve on Verint's
Board of Directors.
"I would like to thank Igal for his invaluable contributions to Verint as Chief
Financial Officer. Igal has provided strong leadership through Verint's IPO and
18 quarters of consecutive revenue growth," said Dan Bodner, Verint's CEO and
President. I have tremendous respect and confidence in Igal and look forward to
working with him in his new role at Verint."
Douglas E. Robinson comes to Verint with approximately 25 years of senior
executive and financial experience. For the last 17 years, Mr. Robinson held
various financial roles at CA, Inc., one of the world's largest information
technology management software companies with revenues of $3.8 billion in its
latest fiscal year. Most recently, he was Senior Vice President, Finance of CA's
Americas Division. Mr. Robinson will be based at Verint's headquarters in
Melville, New York and will assume the Chief Financial Officer position once
Verint becomes current with its reporting obligations.
"We are delighted to add such a seasoned professional to Verint's management
team," said Mr. Bodner. "We are intensely focused on the growing actionable
intelligence market and Doug brings to Verint a tremendous amount of experience
in finance and management that will help take Verint to the next level."
VERINT APPOINTS DOUG ROBINSON AS CHIEF FINANCIAL OFFICER SUCCESSOR
AUGUST 14, 2006
PAGE 2
ABOUT VERINT SYSTEMS INC.
Verint 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; 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.