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) SEPTEMBER 4, 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 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On September 6, 2006, Verint Systems Inc. ("Verint" or the "Company") issued a
press release announcing, among other things, that the Company preliminarily
expects to restate its historical financial statements for each of the fiscal
years ended January 31, 2005, 2004, 2003 and 2002. A copy of the press release
is attached to this current report on Form 8-K as Exhibit 99.1 and is
incorporated herein by reference.
The information contained in Item 2.02 of this report, including Exhibit 99.1
attached hereto, is being furnished and shall not be deemed filed for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of Section 18. Furthermore, the information contained
in Item 2.02 of this report shall not be deemed to be incorporated by reference
into any registration statement or other document filed pursuant to the
Securities Act of 1933, as amended.
ITEM 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE
OR STANDARD; TRANSFER OF LISTING.
On September 6, 2006, the Company issued a press release announcing that the
Company has made a submission to The NASDAQ Listing and Hearing Review Council
(the "Listing Council") requesting that the Listing Council grant a stay of the
NASDAQ Listing Qualifications Panel's August 18, 2006 decision which established
a deadline of September 25, 2006 for the Company to complete the restatements of
its financial statements and to file 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. The Company also requested an
additional 60-day extension from the Listing Council's decision to make the
necessary filings. There can be no assurance that the Listing Council will grant
an extension or that the Company's securities will remain listed on The NASDAQ
Stock Market.
The Company intends to announce the Listing Council's decision promptly after it
receives written notice of such decision. A copy of the press release is
attached hereto as Exhibit 99.1 and incorporated herein by reference.
Certain statements contained in this Report 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
2
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.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) EXHIBITS:
Exhibit No. Description
99.1 Press Release of Verint Systems Inc. dated
September 6, 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: September 6, 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 September 6, 2006
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EXHIBIT 99.1
------------
PRESS RELEASE
CONTACTS
Investor Relations
- ------------------
Alan Roden
(631) 962-9304
alan.roden@verint.com
- ---------------------
VERINT REQUESTS STAY OF NASDAQ PANEL DECISION AND ADDITIONAL EXTENSION
FROM NASDAQ LISTING COUNCIL
Continues to Wait for Final Information from Comverse
NEW YORK, NY, SEPTEMBER 6, 2006 - Verint Systems Inc. (NASDAQ: VRNT) today
announced that the Company has made a submission to The NASDAQ Listing and
Hearing Review Council requesting that the Listing Council grant a stay of the
NASDAQ Listing Qualifications Panel's August 18, 2006 decision which established
a deadline of September 25, 2006 for the Company to file 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. The Company also
requested an additional 60 day extension from the date of the Listing Council's
decision to make the necessary filings.
In accordance with NASDAQ regulations, the Company's right to submit this stay
request expires on September 5, 2006. Therefore, the Company has made this
request to the NASDAQ Listing and Hearing Review Council in order to avoid a
potential de-listing because the Company expects that it will be unable to meet
the September 25, 2006 deadline.
The Company was recently provided preliminary measurement dates of Comverse
Technology, Inc. stock options issued to Verint's employees when the Company was
a wholly-owned subsidiary of Comverse. In that regard, the Company expects to
record non-cash stock-based compensation expense to prior periods. Based on the
preliminary measurement date conclusions of Comverse, the Company expects that
such non-cash charges may be material for certain periods and the Company
therefore preliminarily expects to restate its historical financial statements
for each of the fiscal years ended January 31, 2005, 2004, 2003 and 2002. Such
charges could also affect periods prior to the fiscal year ended January 31,
2002. In addition to such stock based compensation charges, the Company also
expects to record certain material tax charges, make various tax payments and
pay third party fees and expenses relating to the impact of the Comverse
backdated options. These amounts have not yet been determined.
The Company believes that all stock options issued by Verint Systems Inc. were
granted at fair market value on the date of grant and the related accounting for
these stock options in its publicly filed historical financial statements was
correct.
There can be no assurance that the Listing Council will grant the Company's
requested extension or that the Company's securities will remain listed on The
NASDAQ Stock Market. The Company intends to announce the Listing Council's
decision promptly after it receives written notice of such decision.
VERINT REQUESTS STAY OF NASDAQ PANEL DECISION AND ADDITIONAL
EXTENSION FROM NASDAQ LISTING COUNCIL
SEPTEMBER 6, 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. 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.