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 11, 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 11, 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 record sales of $92,258,000 for the second quarter of
fiscal 2006, ended July 31, 2006, an increase of 23.5% compared with $74,709,000
in sales for the second quarter of fiscal 2005. Verint also reported that its
sales increased 5.2% sequentially, compared with $87,736,500 for the first
quarter of fiscal 2006.
A copy of a press release relating to the foregoing is attached hereto as
Exhibit 99.1 and is incorporated in this Item 2.02 by reference.
ITEM 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR
STANDARD; TRANSFER OF LISTING.
On September 11, 2006, Verint Systems Inc. Verint issued a press release,
attached to this Current Report on Form 8-K as Exhibit 99.1, reporting that
Verint has notified The Nasdaq Stock Market that it will not timely file its
Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2006 and,
accordingly, Verint has received an additional Staff Determination Letter from
The Nasdaq Stock Market indicating that the delay in the filing of the Form 10-Q
could serve as an additional basis for the delisting of Verint's securities from
Nasdaq, under Nasdaq Marketplace Rule 4310(c)(14).
As previously disclosed by Verint, due to the delay in the filing of Verint's
Annual Report on Form 10-K for the fiscal year ended January 31, 2006 (the "2005
Form 10-K"), its Quarterly Report on Form 10-Q for the fiscal quarter ended
April 30, 2006 (the "April 30, 2006 Form 10-Q"), as well as Verint's inability
to file a 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
Verint of MultiVision Intelligence Surveillance Limited's networked video
security business (the "Form 8-K/A"), Verint had received a Staff Determination
Letter from The Nasdaq Stock Market indicating that Verint's securities were
subject to delisting, unless Verint requested a hearing before the Nasdaq
Listing Qualifications Panel. Verint presented its plan to regain compliance
with Nasdaq's filing requirement at an in-person hearing before the Nasdaq Panel
and, on June 28, 2006, was granted its request for continued listing on The
Nasdaq Stock Market subject to the requirement that the Company file its 2005
Form 10-K by August 18, 2006 and that, by no later than August 25, 2006, it file
its April 30, 2006 Form 10-Q and its Form 8-K/A. The Company 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 and, on August 18, 2006, was
granted an extension to make the required filings by September 25, 2006.
Verint subsequently 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 decision which established the September 25, 2006
deadline for the Company to make its necessary filings. The Company also
requested an additional 60 day extension from the date of the Listing Council's
decision to make the necessary filings.
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.
A copy of a press release relating to the foregoing is attached hereto as
Exhibit 99.1 and is incorporated in this Item 3.01 by reference.
2
Note: Certain statements in this Current Report on Form 8-K 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 and
Verint's other acquisitions, including implementation of adequate internal
controls; 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; 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
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.
ITEM 8.01. OTHER EVENTS.
On September 11, 2006, Verint announced that, as a result of the ongoing review
by Comverse relating to Comverse stock option grants, and the uncertainty of the
impact of such review on Verint's historical financial statements, Verint has
filed a Form 12b-25 with the Securities and Exchange Commission indicating that
its Quarterly Report on Form 10-Q for the period ended July 31, 2006 will not be
filed on its due date. Verint did not seek a 5-day filing extension because it
does not believe it could file the Quarterly Report by the end of the extension
period.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
The following exhibit is furnished herewith:
99.1 Press release dated September 11, 2006.
3
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/ PETER FANTE
-----------------------------
Name: Peter Fante
Title: General Counsel
Dated: September 15, 2006
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
99.1 Press Release of Verint Systems Inc. dated September 11, 2006
EXHIBIT 99.1
------------
PRESS RELEASE
CONTACT
- -------
INVESTOR RELATIONS
Alan Roden
Verint Systems Inc.
(631) 962-9304
alan.roden@verint.com
VERINT ANNOUNCES RECORD 2006 SECOND QUARTER SALES
MELVILLE, NY, SEPTEMBER 11, 2006 - Verint Systems Inc. (Nasdaq: VRNT), today
announced record sales of $92,258,000 for the second quarter of fiscal 2006,
ended July 31, 2006, an increase of 23.5% compared with $74,709,000 in sales for
the second quarter of fiscal 2005. Verint's sales increased 5.2% sequentially,
compared with $87,736,500 for the first quarter of fiscal 2006.
Verint intends to schedule a conference call to discuss its full financial
results for all open periods, including its second quarter, as soon as practical
after it receives the financial information it requires from Comverse
Technology, Inc. and subsequently files its financial statements for fiscal
2005, the first quarter of fiscal 2006 and the second quarter of fiscal 2006.
FILING OF QUARTERLY REPORT ON FORM 10-Q DELAYED DUE TO ONGOING REVIEW AT
COMVERSE
For the reasons previously announced by Verint relating to the ongoing
investigation by a special committee of the Board of Directors of Comverse
Technology, Inc. ("Comverse"), the 57% stockholder of Verint, of Comverse's
stock option practices and its preliminary conclusion that the actual dates of
measurement for certain past awards granted by Comverse differed from the
recorded grant dates for such awards, and the potential impact of such stock
option practices on Verint's Financial Statements, Verint will not file its
Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2006 on the
required filing date. Verint expects to file its Form 10-Q as soon as
practicable, but does not currently expect that it will be filed on or before
the fifth calendar day following the required filing date as prescribed in Rule
12b-25 of the Securities Exchange Act of 1934.
NASDAQ MATTERS
Verint has notified The Nasdaq Stock Market that it will not timely file its
Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2006 and,
accordingly, Verint expects to receive an additional Staff Determination Letter
from The Nasdaq Stock Market indicating that the delay in the filing of the Form
10-Q could serve as an additional basis for the delisting of Verint's securities
from Nasdaq, under Nasdaq Marketplace Rule 4310(c)(14).
As previously disclosed by Verint, due to the delay in the filing of Verint's
Annual Report on Form 10-K for the fiscal year ended January 31, 2006 (the "2005
Form 10-K"), its Quarterly Report on Form 10-Q for the fiscal quarter ended
April 30, 2006 (the "April 30, 2006 Form 10-Q"), as well as Verint's inability
to file a 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
Verint of MultiVision Intelligence Surveillance Limited's networked video
VERINT ANNOUNCES RECORD 2006 SECOND QUARTER SALES
SEPTEMBER 11, 2006
PAGE 2
security business (the "Form 8-K/A"), Verint had received a Staff Determination
Letter from The Nasdaq Stock Market indicating that Verint's securities were
subject to delisting, unless Verint requested a hearing before the Nasdaq
Listing Qualifications Panel. Verint presented its plan to regain compliance
with Nasdaq's filing requirement at an in-person hearing before the Nasdaq Panel
and, on June 28, 2006, was granted its request for continued listing on The
Nasdaq Stock Market subject to the requirement that the Company file its 2005
Form 10-K by August 18, 2006 and that, by no later than August 25, 2006, it file
its April 30, 2006 Form 10-Q and its Form 8-K/A. The Company 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 and, on August 18, 2006, was
granted an extension to make the required filings by September 25, 2006.
Verint subsequently 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 decision which established the September 25, 2006
deadline for the Company to make its necessary filings. The Company also
requested an additional 60 day extension from the date of the Listing Council's
decision to make the necessary filings.
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.
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; 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
VERINT ANNOUNCES RECORD 2006 SECOND QUARTER SALES
SEPTEMBER 11, 2006
PAGE 3
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.