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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 17, 2009 (June 12, 2009)
VERINT SYSTEMS INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 0-49790 11-3200514
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) 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)
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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 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) Director Resignation
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On June 12, 2009, John Spirtos tendered his resignation from the Board of
Directors (the "Board") of Verint Systems Inc. ("Verint" or the "Company"). The
resignation was not the result of any disagreement with the Company.
(d) Election of Director
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On June 12, 2009, in accordance with its authority to fill vacancies
pursuant to Article II, Section 11 of the Company's Amended and Restated Bylaws,
the Board unanimously elected Stephen M. Swad, age 47, to the Board. Mr. Swad
will stand for re-election at the Company's next annual meeting of stockholders.
Mr. Swad will not initially serve on any committees of the Board. Other than the
employment agreement between the Company's majority stockholder, Comverse
Technology, Inc. ("Comverse"), and Mr. Swad, pursuant to which Mr. Swad agreed
to serve as Executive Vice President and Chief Financial Officer of Comverse,
there is no arrangement or understanding between Mr. Swad and any other person
pursuant to which he was elected to the Board. Mr. Swad's nomination to the
Board was approved by the Board's Corporate Governance and Nominating Committee
following a request to appoint Mr. Swad made by Comverse.
Other than as described above, Mr. Swad has not engaged in, and is not
otherwise connected to, any transaction that would require disclosure pursuant
to Item 404(a) of Regulation S-K.
Following the appointment of Mr. Swad, two vacancies remain on the Board.
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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: June 17, 2009
By: /s/ Peter Fante
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Name: Peter Fante
Title: Chief Legal Officer
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