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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT September 7, 2005
(Date of Earliest Event Reported)
VERINT SYSTEMS INC.
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(Exact name of registrant as specified in its charter)
Commission File No. 0-15502
Delaware 11-3200514
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(State of Incorporation) (I.R.S. Employer
Identification No.)
330 South Service Road, Melville, New York 11747
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(Address of principal Zip Code
executive offices)
Registrant's telephone number, including area code: (631) 962-9600
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 (see General Instruction A.2. below):
|_| 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))
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Item 1.01 Entry into a Material Definitive Agreement
On September 7, 2005, Verint Systems Inc. (the "Company") entered into a
definitive agreement with Multivision Intelligent Surveillance Limited to
acquire substantially all of its networked video security business. Under the
agreement, the Company would pay approximately $48 million, subject to certain
adjustments. The consideration will consist of cash, provided that, at the
Company's sole option, it may substitute shares of Company common stock for up
to 70% of the adjusted purchase price paid at closing. The number of shares, if
any, to be issued in connection with the acquisition will be determined by the
Company not less than 4 business days prior to the closing of the transaction.
The acquisition is expected to close in approximately 3 months, subject to a
number of conditions, including approval by Multivision shareholders. A copy of
the press release is attached as an exhibit hereto and is incorporated by
reference herein.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description
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99.1 Press Release of Verint Systems Inc., dated September 7, 2005.
SIGNATURES
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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
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Name: Igal Nissim
Title: Chief Financial Officer
Dated: September 7, 2005
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release, dated September 7, 2005