UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) JUNE 27, 2006
VERINT SYSTEMS INC.
(Exact name of registrant as specified in charter)
DELAWARE 0-49790 11-3200514
(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
330 SOUTH SERVICE ROAD, MELVILLE, NEW YORK 11747
(Address of Principal Executive Offices) (Zip Code)
(631) 962-9600
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[_] 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 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE
OR STANDARD; TRANSFER OF LISTING.
On June 28, 2006, Verint Systems Inc. (Nasdaq: VRNT) (the "Company" or "Verint")
issued a press release, attached to this Current Report on Form 8-K as Exhibit
99.1, reporting that the Nasdaq Listing Qualifications Panel (the "Panel") has
granted the Company's request for continued listing on The Nasdaq National
Market in a letter dated June 27, 2006. The Panel granted the Company's request
for continued listing subject to the requirement that the Company file its
Annual Report on Form 10-K for the fiscal year ended January 31, 2006 by August
18, 2006 and that, by no later than August 25, 2006, it file its Quarterly
Report on Form 10-Q for the Quarter ended April 30, 2006 and its Current Report
on Form 8-K/A, amending the Current Report on Form 8-K dated January 9, 2006 to
include the financial information required by Form 8-K in connection with the
January 9, 2006 acquisition by the Company of MultiVision Intelligence
Surveillance Limited's networked video security business. In the event the
Company is unable to meet these deadlines, there can be no assurance that the
Panel will grant an extension or that the Company's securities will remain
listed on The Nasdaq Stock Market.
A copy of a press release relating to the foregoing is attached hereto as
Exhibit 99.1 and is incorporated in this Item 3.01 by reference.
Note: Certain statements concerning Verint's future revenues, earnings per
share, results or prospects are "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: potential impact on Verint's financial results related to
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, and
the resultant potential delisting of Verint's common stock from Nasdaq;
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 CM Insight; 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; integrating the business and personnel of MultiVision, including
implementation of adequate internal controls; 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 integrating the
business and employees of Opus and RP Sicherheissysteme GMBH; 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.
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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
The following exhibit is furnished herewith:
99.1 Press release dated June 28, 2006
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.
By: /s/ Igal Nissim
--------------------------
Name: Igal Nissim
Title: Chief Financial Officer
Dated: June 28, 2006
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release of Verint Systems Inc. dated June 28, 2006
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