SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
COMVERSE TECHNOLOGY INC/NY/

(Last) (First) (Middle)
810 SEVENTH AVENUE

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
VERINT SYSTEMS INC [ VRNT.PK ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/25/2007
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Convertible Perpetual Preferred Stock $32.66(1) 05/25/2007 P 293,000 (1) (2) Common Stock 8,971,220(1) $1,000 293,000 D
Explanation of Responses:
1. Due to the limitation on the amount of characters used, please see Exhibit 99.1 - Explanation of Responses.
2. Due to the limitation on the amount of characters used, please see Exhibit 99.1 - Explanation of Responses.
/s/ Paul L. Robinson, COO, EVP and Gen. Csl. of Comverse Technology, Inc. 05/30/2007
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                                                                    EXHIBIT 99.1
                                                                    ------------

Explanation of Responses:

(1)  Assumes conversion on the date of this report. However, the Series A
     Convertible Perpetual Preferred Stock will not have conversion rights or
     voting rights until the underlying shares of Verint Common Stock are
     authorized by a majority vote of Verint's stockholders. Following
     authorization of the underlying shares, each share of Series A Convertible
     Perpetual Preferred Stock will be convertible at the option of the holder
     thereof into a number of shares of Verint Common Stock equal to the
     liquidation preference then in effect divided by the conversion price then
     in effect, which will initially be $32.66, subject to adjustment. The
     liquidation preference is an amount equal to the issue price of $1,000 per
     share of Series A Convertible Perpetual Preferred Stock plus the sum of all
     accrued and unpaid dividends, whether or not declared. Following
     authorization of the underlying shares, each share of Series A Convertible
     Perpetual Preferred Stock will entitle its holder to the number of votes
     equal to the number of shares of Common Stock into which such share of
     Series A Convertible Perpetual Preferred Stock is initially convertible
     based on a conversion rate equal to the issue price of $1,000 per share of
     Series A Convertible Perpetual Preferred Stock divided by $32.66, the
     conversion price in effect on May 25, 2007, the issue date. The initial
     conversion rate, which is subject to adjustment, is 30.6185 shares of
     Common Stock for each share of Series A Convertible Perpetual Preferred
     Stock. Dividends accrued on the Series A Convertible Perpetual Preferred
     Stock, that may range from 3.875% to 5.625%, may be paid by Verint, under
     certain circumstances, in shares of Common Stock. Common Stock issued in
     payment or partial payment of a dividend will be valued for such purpose at
     95% of the average of the daily volume weighted average stock price for
     each of the five consecutive trading days ending on the second trading day
     immediately prior to the record date for such dividend.

(2)  The Series A Convertible Perpetual Preferred Stock has no expiration date.