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) AUGUST 18, 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 August 18, 2006, Verint Systems Inc. (the "Company") issued a press release
announcing that it received a letter from the NASDAQ Stock Market informing the
Company that the NASDAQ Listing Qualifications Panel had granted the Company an
additional extension for continued listing on the NASDAQ Stock Market, subject
to the Company filing by September 25, 2006 its Annual Report on Form 10-K for
the fiscal year ended January 31, 2006 its Quarterly Report on Form 10-Q for the
fiscal quarter ended April 30, 2006, and the Current Report on Form 8-K/A to
amend the Form 8-K dated January 9, 2006. In the event the Company is unable to
meet this deadline and in the absence of a stay of the Panel's decision, the
Company expects that its securities will be delisted from the NASDAQ Stock
Market.
A copy of the press release is attached hereto as Exhibit 99.1 and incorporated
herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) EXHIBITS:
Exhibit No. Description
----------- -----------
99.1 Press Release of Verint Systems Inc. dated
August 18, 2006
2
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.
Dated: August 22, 2006 By: /s/ Peter D. Fante
-----------------------
Name: Peter D. Fante
Title: General Counsel
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
99.1 Press Release of Verint Systems Inc. dated August 18, 2006
4