UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
Commission File Number: 0-49790
CUSIP Number: 92343X100
NOTIFICATION OF LATE FILING
(Check One):
|_|Form 10-K |_|Form 11-K |_|Form 20-F |X|Form 10-Q |_|Form N-SAR |_|Form N-CSR
For Period Ended: April 30, 2006
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|_| Transition Report on Form 10-K |_| Transition Report on Form 20-F
|_| Transition Report on Form 11-K |_| Transition Report on Form 10-Q
|_| Transition Report on Form N-SAR
For the Transition Period Ended:_____________________________
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates: ____________________
PART I
REGISTRANT INFORMATION
Verint Systems Inc.
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Full Name of Registrant
N/A
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Former Name if Applicable
330 South Service Road
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Address of Principal Executive Office (Street and Number)
Melville, New York 11747
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City, State and Zip Code
PART II
RULES 12B-25(B) AND (C)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate.)
|_| (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
(b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion
thereof, will be filed on or before the fifteenth calendar day following
the prescribed due date; or the subject quarterly report or transition
report on Form 10-Q or subject distribution report on Form 10-D, or portion
thereof, will be filed on or before the fifth calendar day following the
prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 11-K, 20-F, 10-Q,
N-SAR, N-CSR, or the transition report or portion thereof, could not be filed
within the prescribed time period. (Attach extra sheets if needed.)
Verint Systems Inc. ("Verint") plans to file its Quarterly Report on Form
10-Q for the quarter ended April 30, 2006 as soon as practicable, but does
not currently expect that it will be filed on or before the fifth calendar
day following the required filing date as prescribed in Rule 12b-25.
Prior to Verint's initial public offering in May 2002, Verint was a
wholly-owned subsidiary of Comverse Technology, Inc. ("Comverse") and, as a
result, during that period certain Verint employees received from Comverse
options to purchase Comverse common stock. Since May 2002 (other than the
June 2002 repricing of stock options by Comverse) no Verint employee
received compensatory awards from Comverse. As previously announced on
March 14, 2006, the Board of Directors of Comverse, now the 57% stockholder
of Verint, has created a special committee (the "Comverse Special
Committee") composed of outside directors, to review matters relating to
Comverse's stock option grants, including the accuracy of the stated dates
of Comverse option grants and whether Comverse followed all proper
corporate procedures. The final outcome of the Comverse Special Committee's
review of its stock option practices may require Verint to incur additional
charges for Comverse stock option related expenses with regard to Comverse
grants of Comverse options to Verint employees when Verint was wholly-owned
by Comverse.
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While Verint does not participate in, and is not privy to, the substance of
the Comverse Special Committee's review, Verint has been informed that
although the Comverse Special Committee has not yet completed its work or
reached final conclusions, it has reached a preliminary conclusion that the
actual dates of measurement for certain past Comverse stock option grants
for accounting purposes differed from the recorded grant dates for such
awards. Although Verint is unable to determine the full effect of these
matters, including whether any restatement of its historical financial
statements is required, until the Comverse Special Committee completes its
review, based on the Comverse Special Committee's preliminary
determination, Verint has filed a Current Report on Form 8-K with the SEC
to the effect that Verint has concluded that its historical financial
statements for each of the fiscal years ended January 31, 2005, 2004, 2003,
2002 and 2001 and for the first three quarters of the fiscal year ended
January 31, 2006, and any related reports of its independent registered
public accounting firm, should no longer be relied upon.
Note: Certain statements in this Form 12b-25 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;
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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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PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Igal Nissim (631) 962-9600
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s).
|_| Yes |X| No
Verint did not file its Current Report on Form 8-K/A, which would have
amended 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.
Verint did not file its Annual Report on Form 10-K for the fiscal year
ended January 31, 2006.
(3) Is it anticipated that any significant change in results of operations for
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
|X| Yes |_| No
If so: attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
On June 12, 2006, the Company issued a press release in which it announced
record sales of $87,736,000 for the first quarter of fiscal 2006, ended
April 30, 2006, approximately a 21.8% increase compared with $72,039,000 in
sales for the first quarter of fiscal 2005. The Company also announced that
its sales increased approximately 4.3% sequentially, compared with
$84,080,000 for the fourth quarter of fiscal 2005.
Due to uncertainty as to whether the Company will be required, upon
completion of the Comverse Review, to restate certain of its previously
issued financial statements, except as described above, the Company at this
time cannot provide a reasonable estimate and comparison of the results of
its operations for the fiscal quarter ended April 30, 2006 compared to such
2005 results.
Verint Systems Inc.
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(Name of Registrant as Specified in Charter has caused this notification
to be signed on its behalf by the undersigned hereunto duly authorized.)
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Date: June 12, 2006
VERINT SYSTEMS INC.
By: /s/ IGAL NISSIM
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Name: Igal Nissim
Title: Chief Financial Officer