UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13D
(Amendment
No. 1)
Under
the Securities Exchange Act of 1934
|
VERINT
SYSTEMS INC.
|
|
(Name
of Issuer)
|
|
Common
Stock, par value $0.001 per share
|
|
(Title
of class of securities)
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| 92343X100 |
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(CUSIP
number)
|
|
Shefali
A. Shah, Esq.
Comverse
Technology, Inc.
810
Seventh Avenue
New
York, NY 10019
(212)
739-1000
with
a copy to:
David
E. Zeltner, Esq.
Weil,
Gotshal & Manges LLP
767
Fifth Avenue
New
York, New York 10153
|
|
(Name,
address and telephone number of person authorized to receive notices and
communications)
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|
July
15, 2010
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|
(Date
of event which requires filing of this
statement)
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If the
filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
o.
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CUSIP
No. 92343X100
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13D
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Page
2
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1.
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NAME
OF REPORTING PERSON: COMVERSE TECHNOLOGY,
INC.
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||||
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
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(a) ¨
(b) ¨
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|||
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3.
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SEC
USE ONLY
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||||
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4.
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SOURCE
OF FUNDS:
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Not
applicable
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|||
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5.
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM
2(d)
OR 2(e):
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o | |||
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION:
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NEW
YORK
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|||
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NUMBER
OF SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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7.
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SOLE
VOTING POWER:
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28,661,989*
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||
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8.
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SHARED
VOTING POWER:
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- 0
-
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|||
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9.
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SOLE
DISPOSITIVE POWER:
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28,661,989*
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|||
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10.
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SHARED
DISPOSITIVE POWER:
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- 0
-
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|||
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
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28,661,989*
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|||
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12.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES:
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¨
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|||
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
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66.5%*
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|||
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14.
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TYPE
OF REPORTING PERSON:
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CO
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|||
*Assumes
conversion of Series A Convertible Perpetual Preferred Stock (the “Series A
Preferred Stock”) on the date of this Amendment. The Series A
Preferred Stock does not currently have voting rights and will not be
convertible into Common Stock until the Approval Time (as defined in Item 5
herein). See Item 5 of this Amendment regarding conversion rights and
voting rights following the Approval Time. The percentage of class is
calculated based upon 43,115,311 shares of Common Stock outstanding,
representing 33,042,345 shares of Common Stock outstanding as of June 30, 2010,
as reported by the Issuer in its Registration Statement on Form S-8 filed with
the Securities and Exchange Commission on July 7, 2010, and 10,072,966 shares of
Common Stock issuable to the Reporting Person assuming conversion of the Series
A Preferred Stock.
This
Amendment No. 1 (this “Amendment”) amends the Schedule 13D filed by Comverse
Technology, Inc., a New York corporation (the “Reporting Person”) with the
Securities and Exchange Commission (the “Commission”) on June 1, 2007 (the
“Schedule 13D”), and is being filed by the Reporting Person with respect to the
common stock, par value $0.001 per share (the “Common Stock”) of Verint Systems
Inc., a Delaware corporation (the “Issuer”). Capitalized terms used
herein but not defined shall have the meaning attributed to them in the Schedule
13D.
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Item
2
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Item 2(b)
– (f) is supplemented as follows:
(b) –
(c) The
name, residence or business address, present principal occupation or employment
of each director and executive officer of the Reporting Person is set forth on
Schedule A hereto, and is incorporated herein by reference.
(d) Neither
the Reporting Person, nor to the best knowledge of the Reporting Person, any of
the persons identified on Schedule A hereto has, during the last five years,
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) Neither
the Reporting Person, nor to the best knowledge of the Reporting Person, any of
the persons identified on Schedule A hereto has, during the last five years,
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
(f) The
citizenship of each of the persons identified on Schedule A hereto is set forth
in Schedule A hereto and is incorporated herein by reference.
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Item
4.
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Purpose
of Transaction.
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Item 4 is
supplemented as follows:
The
Reporting Person is party to a Registration Rights Agreement with the Issuer,
dated as of January 31, 2002 (the “Registration Rights Agreement”), pursuant to
which the Reporting Person may make a written request (a “Demand”) that the
Issuer prepare and file with the Commission a Registration Statement on Form S-1
so as to permit the public offering and sale of shares of Common Stock owned by
the Reporting Person at the time that the Registration Rights Agreement was
signed by the parties thereto or acquired by the Reporting Person from time to
time thereafter (“Registrable Securities”). The Registration Rights
Agreement also provides the Reporting Person with “piggyback” registration
rights with respect to certain public offerings initiated by the Issuer or other
stockholders.
The
Reporting Person and the Issuer entered into a Letter Agreement, dated July 16,
2010 (the “Letter Agreement”), pursuant to which the Reporting Person, effective
July 15, 2010, made a Demand, proposing to have up to 2,800,000 Registrable
Securities registered and to effect the
3
disposition
thereof
in an underwritten offering. Pursuant to the Letter Agreement, the
Reporting Person reserved the right to adjust the number of Registrable
Securities for inclusion in the offering to take into account any changes in the
Issuer’s capitalization and, because the Issuer is pursuing an amendment to its
credit agreement and an increase in its revolving loan facility thereunder, the
Issuer agreed not to exercise its right pursuant to the Registration Rights
Agreement to delay the Demand registration and not to exercise its “piggyback”
registration rights with respect to the contemplated offering without the
Reporting Person’s prior written consent provided that the contemplated offering
is consummated within thirty calendar days following the declaration of
effectiveness of the Registration Statement. Under the terms of the
Registration Rights Agreement, the Reporting Person may withdraw the Demand at
any time before the Registration Statement becomes effective. The
parties further agreed, among other things, that if the proposed amendment to
the Issuer’s credit agreement and the proposed increase in the revolving loan
facility thereunder are not consummated on or before August 15, 2010, the Letter
Agreement will be null and void and without any effect.
Although
the Reporting Person may sell up to 2,800,000 shares of Common Stock pursuant to
the Demand described above, it intends to continue to retain beneficial
ownership of equity securities of the Issuer that represent a majority of the
voting power of the Issuer with respect to the election of
directors.
A copy of
the Registration Rights Agreement was filed by the Issuer as Exhibit 10.4 to the
Registration Statement on Form S-1/A (Registration No. 333-82300) with the
Commission on March 22, 2002 and is filed as Exhibit 1 to this Amendment, and a
copy of the Letter Agreement is filed as Exhibit 2 to this
Amendment. The Registration Rights Agreement and the Letter Agreement
are incorporated herein by reference. The descriptions herein of such
agreements are qualified in their respective entireties by reference to such
agreements.
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Item
5
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Interests
in the Securities of the
Purchaser.
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Item 5 is
supplemented as follows:
(a) and
(b) The
responses of the Reporting Person to Rows (7) through (13) of the cover pages of
this Amendment are incorporated herein by reference. As of the date
of this Amendment, the Reporting Person holds 18,589,023 shares of Common Stock
and 293,000 shares of Series A Preferred Stock.
The Series A Preferred Stock does not
have voting rights or conversion rights until the issuance of the shares of
Common Stock that would be issuable upon conversion of the Series A Preferred
Stock is approved by the holders of a majority of the outstanding Common Stock
(the “Approval Time”). Following the Approval Time, each share of
Series A Preferred Stock will be convertible, at the option of the holder, into
a number of shares of Common Stock equal to the liquidation preference then in
effect divided by the conversion price then in effect, which was initially set
at $32.66, subject to adjustment. The liquidation preference is an
amount equal to the issue price of $1,000 per share of Series A Preferred Stock
plus the sum of all accrued and unpaid dividends, whether or not
declared. The initial conversion rate, which is subject to
adjustment, was 30.6185 shares of Common Stock for each share of Series A
Preferred Stock. In addition, following the Approval Time, each share
of Series A Preferred Stock will entitle its
4
holder to
the number of votes equal to the number of shares of Common Stock into which
such share of Series A Preferred Stock is initially convertible based on a
conversion rate equal to the issue price of $1,000 per share of Series A
Preferred Stock divided by $32.66, the conversion price in effect on the issue
date.
In addition, cash dividends are
cumulative and are accrued quarterly on the Series A Preferred Stock at a
specified dividend rate on the liquidation preference at such
time. Dividends are paid only if declared by the Issuer’s board of
directors. Initially, the specified annual dividend rate was
4.25%. Effective February 1, 2008, the dividend rate on the Series A
Preferred Stock was reset to 3.875%. The rate is now only subject to
future change in the event that the Issuer is unable to obtain approval of the
issuance of shares of Common Stock underlying the Series A Preferred Stock upon
conversion. The Issuer is currently prohibited from paying cash
dividends on the Series A Preferred Stock under the terms of a covenant in the
Issuer’s credit agreement. The Issuer may, in its absolute
discretion, pay such dividends in shares of Common Stock. The Common
Stock issued in payment or partial payment of a dividend, when and if declared,
would 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. Through the date of this Amendment, no dividends have been
declared or paid on the Series A Preferred Stock. Through April 30,
2010, cumulative, undeclared dividends on the Series A Preferred Stock were
$36.0 million.
On the date of this Amendment, the
18,589,023 shares of Common Stock held by the Reporting Person represent a
beneficial ownership of approximately 56.3% of the outstanding Common Stock
(which percentage is calculated based upon 33,042,345 shares of Common Stock
outstanding as of June 30, 2010, as reported in the Issuer’s Registration
Statement on Form S-8 filed with the Commission on July 7, 2010). If,
on the date of this Statement, the Series A Preferred Stock were convertible
into Common Stock, the Reporting Person would have beneficially owned 28,661,989
shares of Common Stock representing approximately 66.5% of the Common Stock
(which percentage is calculated based upon 43,115,311 shares of Common Stock
outstanding, representing the number of shares of Common Stock outstanding as of
June 30, 2010, as reported in the Issuer’s Registration Statement on Form S-8
filed with the Commission on July 7, 2010, and the shares of Common Stock
issuable to the Reporting Person assuming conversion of the Series A Preferred
Stock). The Reporting Person has the sole voting power and sole
dispositive power with respect to all of the shares of Common Stock beneficially
owned by it.
Except as
described above, neither the Reporting Person nor, to the best knowledge of the
Reporting Person, any of the persons listed on Schedule A hereto beneficially
owns any shares of Common Stock.
(c) Neither
the Reporting Person nor, to the best of knowledge of the Reporting Person, any
of the persons listed on Schedule A hereto has effected any transactions in
shares of Common Stock in the past sixty days.
(d) Not
applicable.
5
(e) Not
applicable.
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Item
6.
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Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer.
|
Item 6 is
supplemented as follows:
The
information set forth in Item 4 of this Amendment in respect of the Registration
Rights Agreement and the Letter Agreement is incorporated herein by
reference. The descriptions of such agreements are qualified in their
respective entireties by reference to such agreements.
Except as
disclosed in this Amendment, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named in
Item 2 (as it relates to any of the persons listed on Schedule A hereto, to the
best knowledge of the Reporting Person) and between such persons and any other
person with respect to any of the securities of the Issuer, including, but not
limited to, transfer or voting of any of the securities, finder’s fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of
proxies.
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Item
7
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Material
to be Filed as Exhibits.
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Exhibit No.
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Description
|
|
1
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Registration
Rights Agreement, dated as of January 31, 2002, by and between Comverse
Infosys, Inc. and Comverse Technology, Inc. (incorporated by reference to
the Issuer’s Registration Statement on Form S-1/A (Registration No.
333-82300) filed with the Securities and Exchange Commission on March 22,
2002).
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|
2
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Letter
Agreement, dated July 16, 2010, from Comverse Technology, Inc. to Verint
Systems Inc.
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6
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
| Dated: July 19, 2010 | ||||
| COMVERSE TECHNOLOGY, INC. | ||||
|
|
By:
|
/s/ Shefali A. Shah | ||
| Name: | Shefali A. Shah | |||
| Title: | Senior Vice President, General Counsel and Corporate Secretary | |||
Exhibit
Index
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Exhibit No.
|
Description
|
|
1
|
Registration
Rights Agreement, dated as of January 31, 2002, by and between Comverse
Infosys, Inc. and Comverse Technology, Inc. (incorporated by reference to
the Issuer’s Registration Statement on Form S-1/A (Registration No.
333-82300) filed with the Securities and Exchange Commission on March 22,
2002).
|
|
2
|
Letter
Agreement, dated July 16, 2010, from Comverse Technology, Inc. to Verint
Systems Inc.
|
8
Schedule
1
DIRECTORS
AND EXECUTIVE OFFICERS
OF
COMVERSE TECHNOLOGY, INC.
The name,
residence or business address, title, present principal occupation or employment
of each of the directors and executive officers of Comverse Technology, Inc. are
set forth below.
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Name
|
Residence or Business
Address
|
Occupation or Employment
|
Citizenship
|
|
Raz
Alon
(Director)
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2225
East BayShore Road, Suite 219
Palo
Alto, CA 94303
|
Chairman,
TopView Ventures LLC
|
United
States; Israel
|
|
Susan
D. Bowick
(Director)
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191
Clayton Lane, #404
Denver,
CO 80206
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Consultant
to Joint Venture of Nokia Corporation and Siemens A.G.
|
United
States
|
|
Charles
J. Burdick
(Chairman
of the Board)
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810
Seventh Avenue
New
York, NY 10019
|
Former
Chief Executive Officer, HIT Entertainment Plc
|
United
States
|
|
Andre
Dahan
(Director)
|
810
Seventh Avenue
New
York, NY 10019
|
President
and Chief Executive Officer
|
United
States; Israel
|
|
Robert
Dubner
(Director)
|
810
Seventh Avenue
New
York, NY 10019
|
Independent
Consultant
|
United
States
|
|
Richard
N. Nottenburg
(Director)
|
71
Ettl Circle
Princeton,
NJ 08540
|
President,
Chief Executive Officer and Director, Sonus Networks Inc.
|
United
States
|
|
Joseph
O’Donnell
(Director)
|
810
Seventh Avenue
New
York, NY 10019
|
Former
Chief Executive Officer, Inmar Inc.
|
United
States
|
|
Augustus
K. Oliver
(Director)
|
152
West 57th Street, 46th Floor
New
York, NY 10019
|
Managing
Member, Oliver Press Partners, LLC
|
United
States
|
|
A.
Alexander Porter, Jr.
(Director)
|
666
Fifth Avenue, Suite 3403
New
York, NY 10103
|
Founder
and Principal, Porter Orlin LLC
|
United
States
|
|
Theodore
H. Schell
(Director)
|
1230
Avenue of the Americas
New
York, NY 10020
|
Managing
Director, Liberty Associated Partners LLP
|
United
States
|
|
Mark
C. Terrell
(Director)
|
810
Seventh Avenue
New
York, NY 10019
|
Former
Partner in Charge and Executive Director of KPMG’s Audit Committee
Institute
|
United
States
|
|
Dror
Bin
|
29
Habarzel Street
Tel
Aviv, Israel 69710
|
Executive
Vice President and President, Global Sales of Comverse,
Inc.
|
Israel
|
9
|
Joel
Legon
|
810
Seventh Avenue
New
York, NY 10019
|
Chief
Accounting Officer
|
United
States
|
|
Gabriel
Matsliach
|
1025
Briggs Road
Suite
100
Mt.
Laurel, NJ 08054
|
Senior
Vice President, Global Products and Operations of Comverse,
Inc.
|
United
States; Israel
|
|
Philip
H. Osman
|
80
Cottontail Lane
Somerset,
NJ 08873
|
Senior
Vice President, Global Services of Comverse, Inc.
|
United
States
|
|
Shefali
A. Shah
|
810
Seventh Avenue
New
York, NY 10019
|
Senior
Vice President, General Counsel and Corporate Secretary
|
United
States
|
|
Stephen
M. Swad
|
810
Seventh Avenue
New
York, NY 10019
|
Executive
Vice President and Chief Financial Officer
|
United
States
|
10
Exhibit
2
July 16, 2010
Verint
Systems Inc.
330 South
Service Road
Melville,
New York 11747
Re: Contemplated Public
Offering
Ladies
and Gentlemen:
Reference is made to the Registration
Rights Agreement (“Agreement”), dated as of January 31, 2002, by and between
Verint Systems Inc., a Delaware corporation (the "Company"), and Comverse
Technology, Inc., a New York corporation (“Comverse”). Capitalized
terms not otherwise defined herein shall have the meaning ascribed thereto in
the Agreement.
Comverse, effective July 15, 2010, made
a Demand, pursuant to Section 2.1(a) of the Agreement, that the Company prepare
and file with the Commission a Registration Statement on Form S-1 so as to
permit the public offering and sale of Registrable
Securities. Comverse proposes to have up to 2,800,000
Registrable Securities registered and to effect the disposition thereof in an
underwritten offering. The parties have agreed that Comverse will have the right
to appoint the "left" bookrunner for the offering and Verint will have the right
to appoint a "right" bookrunner. In addition, Verint will have the
right to appoint up to two co-managers, it being understood that Verint will
consult with Comverse and the "left" bookrunner in connection with the
appointment of such co-managers. Comverse reserves the right to
adjust the number of Registrable Shares for inclusion in the offering to take
into account any changes in the capitalization of the Company.
This letter also confirms our
understanding and agreement with respect to the single public offering
contemplated hereby that (i) the Company has
elected not to exercise its right to delay the Demand Registration contemplated
hereby pursuant to Section 2.1(c) of the Agreement and (ii) the Company will not
exercise its piggyback registration rights with respect to the offering
contemplated hereby without the prior written consent of Comverse provided that
the offering contemplated hereby is consummated within thirty calendar days
following the declaration of the effectiveness of the registration
statement. The parties
hereto agree, subject to the withdrawal right set forth in Section 2.1(e) of the
Agreement and reasonable delay resulting from adverse
810
Seventh Avenue, 32nd
Floor, New York, NY 10019 Telephone (212) 739-1000
Facsimile (212) 739-1001 www.cmvt.com
market
conditions or the inability of the Company to hold a shareholders’ meeting due
solely to delays, if any, resulting from the SEC review and comment process on
the proxy statement, to use commercially reasonable efforts to cause the
Registration Statement contemplated hereby to be declared effective as soon as
reasonably practicable after the filing thereof with the Securities and Exchange
Commission.
This letter will become null, void and
without any effect in the event that the proposed credit agreement amendment
(the “Amendment”) and proposed increase in the Company's revolving loan facility
(the “Revolver Increase”) are not consummated on or before August 15, 2010 on
substantially the terms and in the form presented to the Board of Directors of
the Company on July 15, 2010. For the avoidance of doubt, if the
Amendment and the Revolver Increase are not consummated on or before August 15,
2010, any election, agreement or waiver of rights hereunder by the Company will
be null and void.
Please confirm your agreement with the
foregoing by signing a copy of this letter where indicated below and returning
it to us.
Very
truly yours,
/s/ Andre
Dahan
Andre
Dahan
President
and Chief Executive Officer
Acknowledged
and Agreed:
VERINT
SYSTEMS INC.
By: /s/ Peter
Fante
Name:
Peter Fante
Title: Chief
Legal Officer
810
Seventh Avenue, 32nd
Floor, New York, NY 10019 Telephone (212) 739-1000
Facsimile (212) 739-1001 www.cmvt.com