UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): March 12, 2007
VERINT SYSTEMS INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 0-49790 | 11-3200514 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| 330 South Service Road, Melville, New York | 11747 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (631) 962-9600
None
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):
| ¨ | 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 8.01 | Other Events. |
On March 12, Verint Systems Inc. (the “Company”) issued a press release announcing that the Federal Trade Commission has granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, with respect to the previously announced Agreement and Plan of Merger (the “Merger Agreement”) with Witness Systems, Inc., a Delaware corporation.
The transaction remains subject to certain conditions, including approval of the merger by the Office of Fair Trading in the U.K. and the stockholders of Witness Systems, Inc. on the terms set forth in the Merger Agreement, as well as the satisfaction of other customary closing conditions.
A copy of the press release issued by the Company announcing the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, as amended, is filed as an exhibit hereto and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
The following exhibit is furnished herewith:
| Exhibit Number |
Description | |
| 99.1 | Press Release of Verint Systems Inc., dated March 12, 2007. |
- 2 -
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. | ||||
| Date: March 12, 2007 | ||||
| By: | /s/ Peter Fante | |||
| Name: | Peter Fante | |||
| Title: | General Counsel | |||
- 3 -
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 99.1 | Press Release of Verint Systems Inc., dated March 12, 2007. |
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 Clears FTC Review Under Hart-Scott-Rodino Antitrust
Improvements Act in Connection with its Acquisition of
Witness Systems, Inc.
MELVILLE, N.Y. March 12, 2007 – Verint Systems Inc. (VRNT.PK), a leading provider of analytic software-based solutions for security and business intelligence, today announced that the Federal Trade Commission has granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, with respect to the previously announced Agreement and Plan of Merger with Witness Systems, Inc., a Delaware corporation.
“As we move towards completing the combination, I am excited about the convergence of Witness’ workforce optimization vision and Verint’s actionable intelligence vision to create an industry-defining company with a broad portfolio of innovative solutions for the customer-centric enterprise,” said Dan Bodner, President and CEO of Verint Systems Inc. “Since announcing the combination several weeks ago, we have received extremely positive feedback from employees, customers and partners, and we remain firmly committed to supporting both companies’ existing customers and leveraging the talent of each organization to build next generation solutions for the contact center, branches and back office customer operations.”
The transaction remains subject to certain conditions, including approval of the merger by the Office of Fair Trading in the U.K. and the stockholders of Witness Systems on the terms set forth in the Merger Agreement, as well as the satisfaction of other customary closing conditions. The merger is targeted to close in the second quarter of 2007.
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. Visit us at our website www.verint.com.
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: the 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; the facts and circumstances underlying certain potential accounting errors, as well as certain other areas requiring additional review, announced by Comverse and Verint; Verint’s ability to have its common stock relisted on The NASDAQ Global Market; the impact of governmental inquiries arising out of or related to option grants and the other accounting errors identified at Comverse; the inability to complete the Company’s proposed merger with Witness Systems, Inc. due to Witness’ failure to obtain stockholder approval or the failure to satisfy other conditions to the completion of the merger including the receipt of required regulatory approvals; the failure to obtain the necessary financing arrangements set forth in the commitment letters received in connection with the merger; risks that the proposed merger disrupts current plans and operations and the potential difficulties in employee retention as a result of the merger; the ability to recognize the benefits of the merger; the amount of the costs, fees, expenses and charges related to the merger and the actual terms of certain financings that will be obtained for the merger and the impact of the substantial indebtedness incurred to finance the consummation of the merger; 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.
- 2 -