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
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OMB APPROVAL |
OMB Number: |
3235-0287 |
Estimated average burden |
hours per response: |
0.5 |
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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
VERINT SYSTEMS INC
[ VRNT.PK ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
X |
10% Owner |
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Officer (give title below) |
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Other (specify below) |
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3. Date of Earliest Transaction
(Month/Day/Year) 05/25/2007
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
X |
Form filed by One Reporting Person |
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Form filed by More than One Reporting Person |
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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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)
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1. Title of Derivative Security (Instr.
3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Series A Convertible Perpetual Preferred Stock |
$32.66
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05/25/2007 |
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P |
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293,000 |
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Common Stock |
8,971,220
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$1,000
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293,000 |
D |
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Explanation of Responses: |
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/s/ Paul L. Robinson, COO, EVP and Gen. Csl. of Comverse Technology, Inc. |
05/30/2007 |
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** 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
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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.