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 15, 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 September 18, 2006, Verint Systems Inc. (Nasdaq: VRNT) issued a press release
announcing that the Company has been informed by The NASDAQ Stock Market that
the Nasdaq Listing and Hearing Council had stayed the delisting of the Company's
securities pending further review by the Listing Council. The Listing Council
further informed the Company that it may submit in writing additional
information for the Listing Council's consideration by October 13, 2006.
The Listing Council, acting pursuant to its discretionary authority under
Marketplace Rule 4807(b), granted this stay pursuant to a request by the Company
to call for review and stay the August 18, 2006 decision by the Nasdaq Listing
Qualifications Panel to delist the Company's securities unless the Company filed
its delinquent 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 by September 25, 2006. In addition to its request for a stay, the
Company also requested that the Listing Council grant the Company a 60 day
extension from the date of the decision based upon the Listing Council's review
in order for the Company to complete all of its filings.
There can be no assurance that the outcome of the Listing Council's review will
be favorable to the Company 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.
Note: This Current Report on Form 8-K contains "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
2
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.
3
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
The following exhibit is furnished herewith:
99.1 Press Release of Verint Systems Inc. dated September 18, 2006
4
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 21, 2006
5
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
99.1 Press Release of Verint Systems Inc. dated September 18, 2006
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EXHIBIT 99.1
------------
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 GRANTED STAY OF NASDAQ SEPTEMBER 25TH FILING DEADLINE
MELVILLE, NY, SEPTEMBER 18, 2006 - VERINT SYSTEMS INC. (NASDAQ: VRNT), a leading
provider of analytic software-based solutions for security and business
intelligence, today announced that the Company was informed by The NASDAQ Stock
Market that the Nasdaq Listing and Hearing Council has stayed the delisting of
the Company's securities pending further review by the Listing Council. The
Listing Council further informed the Company that it may submit in writing
additional information for the Listing Council's consideration by October 13,
2006.
The Listing Council,acting pursuant to its discretionary authority under
Marketplace Rule 4807(b), granted this stay pursuant to a request by the Company
to call for review and stay the August 18, 2006 decision by the Nasdaq Listing
Qualifications Panel to delist the Company's securities unless the Company filed
its delinquent 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 by September 25, 2006. In addition to its request for a stay, the
Company also requested that the Listing Council grant the Company a 60 day
extension from the date of the decision based upon the Listing Council's review
in order for the Company to complete all of its filings.
There can be no assurance that the outcome of the Listing Council's review will
be favorable to the Company 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.
SEPTEMBER 18, 2006
VERINT GRANTED STAY OF NASDAQ SEPTEMBER 25TH FILING DATE
Note: This release contains "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.
###
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.