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
VERINT
SYSTEMS INC.
(Exact
Name of Registrant as Specified in its Charter)
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Delaware
(State
or Other Jurisdiction of
Incorporation)
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(Commission
File Number)
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11-3200514
(IRS
Employer Identification No.)
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330
South Service Road, Melville, New York
(Address
of Principal Executive Offices)
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11747
(Zip
Code)
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Registrant’s
telephone number, including area code: (631) 962-9600
None
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box 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.):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a–12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d–2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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On March
19, 2009, the Board of Directors (the “Board”) of Verint Systems Inc. (the
“Company”) approved a grant of 5,000 shares of restricted stock to each of its
four independent directors, Victor A. DeMarines, Kenneth A. Minihan, Larry
Myers, and Howard Safir, for one year of Board service. These shares of
restricted stock will vest 100% on May 16, 2010. The grants were made in
transactions exempt from the registration requirements of the 1933 Act in
reliance on Regulation D promulgated thereunder.
Item
5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
As
previously disclosed by the Company, on July 2, 2007, May 28, 2008, and March 4,
2009, the Stock Option Committee of the Board (the “Stock Option Committee”)
approved the grant of performance-vested restricted stock units to Dan Bodner,
the Company’s Chief Executive Officer and a member of the Board and Douglas
Robinson, the Company’s Chief Financial Officer.
On March
18, 2009, the Stock Option Committee approved the revenue targets and associated
possible vesting levels for the shares eligible for vesting under such awards at
the conclusion of the performance period which begins on February 1, 2009 and
which ends on January 31, 2010.
Item
5.05 Amendment to the Registrant’s Code of Ethics, or Waiver of a
Provision of the Code of Ethics.
On March
19, 2009, the Board approved an amended and restated Code of Conduct (the
“Code”). The Code applies to all officers, directors and employees of
the Company and replaces the Employee Code of Conduct and Ethics. The
prior code was amended and restated to, among other things, reference additional
Company polices, include certain hypothetical situations, enhance Company
personnel’s understanding of the Company’s standards of ethical business
practices and promote awareness of ethical issues that may be encountered in
carrying out an employee’s or director’s responsibilities to the
Company. The amended Code (i) expands and clarifies the discussion of
certain compliance topics, including, but not limited to: (A) maintenance of a
fair and healthy work environment, (B) protection and use of the Company’s
intellectual property and other corporate assets and information, (C) avoidance
of conflicts of interest and policies regarding gifts and entertainment, (D)
financial reporting practices and obligations, (E) treatment of confidential and
proprietary information, including customer and personal information, (F)
external communications, (G) sales practices, and (H) insider trading
restrictions and compliance with other applicable governmental laws, rules and
regulations; and (ii) expands and clarifies procedures related to internal
reporting of violations of the Code. The amendments also include
technical, administrative or other non-substantive changes to the prior
code.
The
summary of the amendments to the prior code is qualified in its entirety by
reference to the amended Code, which is filed as Exhibit 14.1 to this Current
Report on Form 8-K and is incorporated herein by reference. The Code will also
be posted on the corporate governance page of the Company's website at
www.verint.com. The Code of Conduct and Ethics for Senior Officers
was not amended and remains in effect. A copy of the Code of Conduct
and Ethics for Senior Officers is also posted on the Company’s website. The
contents of Verint’s website are not incorporated by reference in this report or
made a part hereof for any purpose.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
The
following exhibit is furnished herewith:
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14.1
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Verint
Code of Conduct dated March
2009
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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.
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Verint
Systems Inc. |
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| Date: March 24,
2009 |
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By:
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/s/ Peter
Fante |
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Name: |
Peter
Fante |
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Title: |
Chief
Legal Officer
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EXHIBIT
INDEX
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14.1
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Verint
Code of Conduct dated March
2009
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