Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 2.75M
2: EX-4.4 Instrument Defining the Rights of Security Holders HTML 59K
4: EX-10.10 Material Contract HTML 142K
3: EX-10.6 Material Contract HTML 80K
5: EX-21.1 Subsidiaries List HTML 68K
6: EX-23.1 Consent of Experts or Counsel HTML 51K
7: EX-31.1 Certification -- §302 - SOA'02 HTML 58K
8: EX-31.2 Certification -- §302 - SOA'02 HTML 58K
9: EX-32.1 Certification -- §906 - SOA'02 HTML 54K
10: EX-32.2 Certification -- §906 - SOA'02 HTML 54K
163: R1 Document and Entity Information HTML 115K
69: R2 Consolidated Balance Sheets HTML 168K
51: R3 Consolidated Balance Sheets (Parenthetical) HTML 74K
104: R4 Consolidated Statements of Operations HTML 146K
167: R5 Consolidated Statements of Comprehensive Loss HTML 87K
72: R6 Consolidated Statements of Stockholders' Equity HTML 115K
54: R7 Consolidated Statements of Cash Flows HTML 172K
105: R8 Summary of Significant Accounting Policies HTML 149K
161: R9 Revenue Recognition Revenue Recognition HTML 214K
35: R10 Net Income (Loss) Per Common Share Attributable to HTML 100K
Verint Systems Inc.
90: R11 Cash, Cash Equivalents, and Short-Term Investments HTML 113K
Cash, Cash Equivalents, and Short-Term Investments
144: R12 Business Combinations and Divestitures HTML 192K
125: R13 Intangible Assets and Goodwill HTML 167K
34: R14 Long-Term Debt HTML 142K
87: R15 Supplemental Consolidated Financial Statement HTML 175K
Information
143: R16 Stockholders' Equity HTML 142K
121: R17 Research and Development, Net HTML 74K
31: R18 Income Taxes HTML 235K
92: R19 Fair Value Measurements HTML 159K
158: R20 Derivative Financial Instruments HTML 143K
99: R21 Stock-Based Compensation and Other Benefit Plans HTML 184K
41: R22 Leases Leases HTML 126K
58: R23 Commitments and Contingencies HTML 68K
155: R24 Segment, Geographic, and Significant Customer HTML 151K
Information
98: R25 Selected Quarterly Financial Information HTML 125K
(Unaudited) Selected Quarterly Financial
Information (Unaudited)
38: R26 Subsequent Events Subsequent Events HTML 57K
56: R27 Summary of Significant Accounting Policies HTML 249K
(Policies)
160: R28 Revenue Recognition Revenue Recognition - HTML 83K
Significant Accounting Policy (Policies)
95: R29 Summary of Significant Accounting Policies Summary HTML 70K
of Significant Accounting Policies (Tables)
126: R30 Revenue Recognition Revenue Recognition (Tables) HTML 170K
149: R31 Net Income (Loss) Per Common Share Attributable to HTML 99K
Verint Systems Inc. (Tables)
83: R32 Cash, Cash Equivalents, and Short-Term Investments HTML 110K
Cash, Cash Equivalents, and Short-Term Investments
(Tables)
28: R33 Business Combinations and Divestitures (Tables) HTML 150K
129: R34 Intangible Assets and Goodwill (Tables) HTML 168K
150: R35 Long-Term Debt (Tables) HTML 117K
86: R36 Supplemental Consolidated Financial Statement HTML 186K
Information (Tables)
29: R37 Stockholders' Equity (Tables) HTML 133K
130: R38 Research and Development, Net Research and HTML 70K
Development, Net (Tables)
147: R39 Income Taxes Income Taxes (Tables) HTML 234K
102: R40 Fair Value Measurements (Tables) HTML 149K
164: R41 Derivative Financial Instruments (Tables) HTML 134K
70: R42 Stock-Based Compensation and Other Benefit Plans HTML 160K
(Tables)
52: R43 Leases Leases (Tables) HTML 130K
103: R44 Segment, Geographic, and Significant Customer HTML 147K
Information (Tables)
166: R45 Selected Quarterly Financial Information HTML 122K
(Unaudited) Selected Quarterly Financial
Information (Unaudited) (Tables)
71: R46 Summary of Significant Accounting Policies Summary HTML 66K
of Significant Accounting Policies - Description
of Business (Details)
53: R47 Summary of Significant Accounting Policies - HTML 58K
Consolidation (Details)
106: R48 Summary of Significant Accounting Policies Summary HTML 58K
of Significant Accounting Policies - Investments
(Details)
162: R49 Summary of Significant Accounting Policies Summary HTML 55K
of Significant Accounting Policies -
Concentrations of Credit Risk (Details)
134: R50 Summary of Significant Accounting Policies Summary HTML 61K
of Significant Accounting Policies - Allowance for
Doubtful Accounts (Details)
116: R51 Summary of Significant Accounting Policies Summary HTML 69K
of Significant Accounting Policies - Useful Lives;
Impairments (Details)
25: R52 Summary of Significant Accounting Policies Summary HTML 52K
of Significant Accounting Policies - Segment
Reporting (Details)
82: R53 Summary of Significant Accounting Policies Summary HTML 57K
of Significant Accounting Policies - Capitalized
Software Development (Details)
133: R54 Summary of Significant Accounting Policies Summary HTML 55K
of Significant Accounting Policies - Foreign
Currency Gains and Losses (Details)
113: R55 Summary of Significant Accounting Policies Summary HTML 55K
of Significant Accounting Policies - Net Income
(Loss) Per Share (Details)
24: R56 Summary of Significant Accounting Policies Summary HTML 61K
of Significant Accounting Policies - Leases
(Details)
79: R57 Revenue Recognition Revenue Recognition - Policy HTML 52K
Information (Details)
136: R58 Revenue Recognition Revenue Recognition - Warranty HTML 64K
Period (Details)
112: R59 Revenue Recognition Revenue Recognition - HTML 113K
Disaggregation of Revenue (Details)
49: R60 Revenue Recognition Revenue Recognition - Contract HTML 67K
Balances (Details)
65: R61 Revenue Recognition Revenue Recognition - HTML 56K
Concentration of Credit Risk (Details)
170: R62 Revenue Recognition Revenue Recognition - Contract HTML 58K
Asset and Liability Rollforward (Details)
109: R63 Revenue Recognition Revenue Recognition - HTML 67K
Remaining Performance Obligations (Details)
48: R64 Revenue Recognition Revenue Recognition - Costs to HTML 68K
Obtain and Fulfill Contracts (Details)
64: R65 Net Income (Loss) Per Common Share Attributable to HTML 100K
Verint Systems Inc. Net Income (Loss) Per Common
Share Attributable to Verint Systems Inc. -
Calculation (Details)
169: R66 Net Income (Loss) Per Common Share Attributable to HTML 62K
Verint Systems Inc. Net Income (Loss) Per Common
Share Attributable to Verint Systems Inc. -
Antidilutive Securities (Details)
108: R67 Net Income (Loss) Per Common Share Attributable to HTML 62K
Verint Systems Inc. Net Income (Loss) Per Common
Share Attributable to Verint Systems Inc. - Other
Details (Details)
45: R68 Cash, Cash Equivalents, and Short-Term Investments HTML 81K
Cash, Cash Equivalents, and Short-Term Investments
(Details)
67: R69 Business Combinations and Divestitures Business HTML 87K
Combinations - Year Ended January 31, 2020
(Details)
76: R70 Business Combinations and Divestitures Business HTML 98K
Combinations - Year Ended January 31, 2020 -
Purchase Price Allocations (Details)
17: R71 Business Combinations and Divestitures Business HTML 71K
Combinations - Year Ended January 31, 2020 -
Intangible Assets Useful Lives (Details)
118: R72 Business Combinations and Divestitures Business HTML 115K
Combinations - Year Ended January 31, 2019 -
Purchase Price Allocations (Details)
139: R73 Business Combinations and Divestitures Business HTML 78K
Combinations - Year Ended January 13, 2019 -
Intangible Assets Useful Lives (Details)
77: R74 Business Combinations and Divestitures Business HTML 104K
Combinations - Year Ended January 31, 2019 -
Foresee (Details)
18: R75 Business Combinations and Divestitures Business HTML 85K
Combinations - Year Ended January 31, 2019 - Other
Acquisitions (Details)
119: R76 Business Combinations and Divestitures Business HTML 97K
Combinations - Year Ended January 31, 2018 -
Purchase Price Allocations (Details)
140: R77 Business Combinations and Divestitures Business HTML 70K
Combinations - Year Ended January 31, 2018 -
Intangible Assets Useful Lives (Details)
74: R78 Business Combinations and Divestitures Business HTML 80K
Combinations - Year Ended January 31, 2018 -
Summary (Details)
22: R79 Business Combinations and Divestitures Business HTML 89K
Combinations - Other Business Combination
Information (Details)
75: R80 Business Combinations and Divestitures Business HTML 58K
Combinations - Divestitures (Details)
16: R81 Intangible Assets and Goodwill - Intangible Assets HTML 76K
(Details)
117: R82 Intangible Assets and Goodwill Intangible Assets HTML 58K
and Goodwill - Intangible Assets by Reportable
Segment (Details)
138: R83 Intangible Assets and Goodwill Intangible Assets HTML 58K
and Goodwill - Amortization and Impairment
(Details)
78: R84 Intangible Assets and Goodwill Intangible Assets HTML 68K
and Goodwill - Future Amortization of Intangible
Assets (Details)
19: R85 Intangible Assets and Goodwill - Goodwill HTML 80K
(Details)
120: R86 Long-Term Debt - Summary (Details) HTML 88K
141: R87 Long-Term Debt - 1.50% Convertible Senior Notes HTML 104K
(Details)
73: R88 Long-Term Debt - Note Hedges and Warrants HTML 66K
(Details)
20: R89 Long-Term Debt Long-Term Debt - Prior Credit HTML 70K
Agreement - Summary (Details)
50: R90 Long-Term Debt Long-Term Debt - 2017 Credit HTML 81K
Agreement - Summary (Details)
66: R91 Long-Term Debt Long-Term Debt - 2017 Credit HTML 74K
Agreement - Interest Rate Details (Details)
171: R92 Long-Term Debt Long-Term Debt - Loss on Partial HTML 57K
Early Retirement of 2017 Term Loans (Details)
110: R93 Long-Term Debt Long-Term Debt - Interest Rates HTML 58K
(Details)
47: R94 Long-Term Debt Long-Term Debt - Debt Covenant HTML 54K
(Details)
63: R95 Long-Term Debt Long Term Debt - Subsequent Events HTML 56K
(Details)
168: R96 Long-Term Debt Long-Term Debt - Loss on Early HTML 70K
Retirement of 2014 Term Loans (Details)
107: R97 Long-Term Debt Long-Term Debt - 2017 Credit HTML 60K
Agreement Issuance Costs (Details)
46: R98 Long-Term Debt - Future Amortization (Details) HTML 76K
68: R99 Long-Term Debt Long-Term Debt - Interest Expense HTML 74K
(Details)
89: R100 Supplemental Consolidated Financial Statement HTML 199K
Information (Details)
36: R101 Stockholders' Equity Stockholders' Equity - HTML 54K
Dividends on Common Stock (Details)
124: R102 Stockholders' Equity Stockholders' Equity - Share HTML 63K
Repurchase Program (Details)
145: R103 Stockholders' Equity - Treasury Stock (Details) HTML 64K
88: R104 Stockholders' Equity Stockholders' Equity - HTML 82K
Schedule of Accumulated Other Comprehensive Income
(Loss) (Details)
33: R105 Stockholders' Equity Stockholders' Equity - HTML 82K
Amounts Reclassified Out of Accumulated Other
Comprehensive Income (Loss) (Details)
122: R106 Research and Development, Net Research and HTML 56K
Development, Net - R&D Expenses and Grants
(Details)
142: R107 Research and Development, Net Research and HTML 66K
Development, Net - Capitalized Software
Development Costs (Details)
91: R108 Income Taxes Income Taxes - Income (Loss) Before HTML 59K
Taxes (Details)
32: R109 Income Taxes Income Taxes - Provision for Income HTML 82K
Taxes (Details)
42: R110 Income Taxes Income Taxes - Effective Tax Rate HTML 96K
Reconciliation (Details)
61: R111 Income Taxes Income Taxes - U.S. Tax Rates HTML 57K
(Details)
152: R112 Income Taxes Income Taxes - Special Tax Rates HTML 67K
(Details)
93: R113 Income Taxes Income Taxes - Deferred Income Taxes HTML 109K
(Details)
43: R114 Income Taxes Income Taxes - Deferred Income Tax HTML 59K
Information (Details)
62: R115 Income Taxes Income Taxes - Carryforwards HTML 67K
(Details)
153: R116 Income Taxes Income Taxes - Foreign Withholding HTML 53K
Taxes (Details)
94: R117 Income Taxes Income Taxes - Valuation Allowances HTML 72K
(Details)
44: R118 Income Taxes Income Taxes - Unrecognized Tax HTML 73K
Benefits (Details)
60: R119 Income Taxes Income Taxes - Unrecognized Tax HTML 62K
Benefits - Information (Details)
148: R120 Fair Value Measurements - Fair Value Table HTML 94K
(Details)
127: R121 Fair Value Measurements Fair Value Measurements - HTML 52K
Sale of Insignificant Subsidiary (Details)
27: R122 Fair Value Measurements - Contingent Consideration HTML 78K
Table (Details)
84: R123 Fair Value Measurements Fair Value Measurements - HTML 69K
Option to Acquire Noncontrolling Interests
(Details)
151: R124 Fair Value Measurements - Other Fair Value HTML 64K
Disclosures (Details)
128: R125 Fair Value Measurements Fair Value Measurements - HTML 53K
Assets and Liabilities Not Measured at Fv on
(Details)
30: R126 Derivative Financial Instruments - Assets and HTML 81K
Liabilities (Details)
85: R127 Derivative Financial Instruments Derivative HTML 76K
Financial Instruments - Interest Rate Swap
Agreements (Details)
146: R128 Derivative Financial Instruments - Gains and HTML 97K
Losses (Details)
131: R129 Stock-Based Compensation and Other Benefit Plans HTML 59K
Stock-Based Compensation and Other Benefit Plans -
2017 Long-Term Stock Incentive Plan (Details)
100: R130 Stock-Based Compensation and Other Benefit Plans HTML 69K
Stock-Based Compensation and Other Benefit Plans -
Stock-Based Compensation - by Line Item (Details)
157: R131 Stock-Based Compensation and Other Benefit Plans - HTML 71K
Stock-Based Compensation - by Classification
(Details)
59: R132 Stock-Based Compensation and Other Benefit Plans HTML 92K
Stock-Based Compensation and Other Benefit Plans -
Restricted Stock Units (Details)
40: R133 Stock-Based Compensation and Other Benefit Plans HTML 64K
Stock-Based Compensation and Other Benefit Plans -
Performance Restricted Stock Units (Details)
97: R134 Stock-Based Compensation and Other Benefit Plans HTML 97K
Stock-Based Compensation and Other Benefit Plans -
Stock Bonus Program (Details)
156: R135 Stock-Based Compensation and Other Benefit Plans HTML 84K
Stock-Based Compensation and Other Benefit Plans -
Bonus Share Program (Details)
55: R136 Stock-Based Compensation and Other Benefit Plans HTML 68K
Stock-Based Compensation and Other Benefit Plans -
Other Benefit Plans (Details)
39: R137 Leases Leases - Additional Information (Details) HTML 64K
96: R138 Leases Leases - Component of Lease Expense HTML 70K
(Details)
159: R139 Leases Leases - Supplemental Cash Flow Information HTML 74K
Related to Leases (Details)
115: R140 Leases Leases - Maturities of Lease Liabilities HTML 91K
(Details)
135: R141 Leases Leases - Supplemental Balance Sheet Info HTML 71K
(Details)
81: R142 Leases Leases - Operating and Capital Lease Future HTML 105K
Minimum Lease Pmts as of January 31, 2020
(Details)
26: R143 Commitments and Contingencies - Purchase HTML 57K
Obligations and Off-Balance Sheet Risk (Details)
114: R144 Commitments and Contingencies Commitments and HTML 54K
Contingencies - Legal Proceedings (Details)
132: R145 Segment, Geographic, and Significant Customer HTML 53K
Information Segment, Geographic, and Significant
Customer Information - Reportable Operating
Segments (Details)
80: R146 Segment, Geographic, and Significant Customer HTML 79K
Information - Segment Revenue and Segment
Contribution (Details)
23: R147 Segment, Geographic, and Significant Customer HTML 76K
Information Segment, Geographic, and Significant
Customer Information - Reconciliation of Segment
Contribution to Operating Income (Details)
111: R148 Segment, Geographic, and Significant Customer HTML 84K
Information Segment, Geographic, and Significant
Customer Information - Revenue and Long-Lived
Assets by Geography (Details)
137: R149 Segment, Geographic, and Significant Customer HTML 54K
Information Segment, Geographic, and Significant
Customer Information - Major Customers (Details)
165: R150 Selected Quarterly Financial Information HTML 88K
(Unaudited) Selected Quarterly Financial
Information (Unaudited) - Quarterly Data (Details)
101: R151 Subsequent Events Subsequent Events - Borrowings HTML 56K
on Revolving Credit Facility (Details)
154: XML IDEA XML File -- Filing Summary XML 341K
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37: EXCEL IDEA Workbook of Financial Reports XLSX 213K
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‘EX-4.4’ — Instrument Defining the Rights of Security Holders
This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]
EXHIBIT 4.4
DESCRIPTION OF COMMON STOCK
The following summary of our common stock is based on and qualified by our Amended and Restated Certificate of Incorporation ("Certificate of Incorporation") and Amended and Restated By-laws ("By-laws"),
copies of which have been filed by us with the Securities and Exchange Commission. For a complete description of our common stock, you should refer to our Certificate of Incorporation, our By-laws and applicable provisions of the Delaware General Corporation Law, Title 8, Chapter 1. As used in this "Description of Common Stock," the terms “Verint,” “we,” “us” and “our” refer only to Verint Systems Inc. and not to any of our subsidiaries. Authorized Capital Stock
Our authorized capital stock consists of 120,000,000 shares of common stock, par value $0.001 per share ("Common Stock"),
and 2,207,000 shares of preferred stock, par value $0.001 per share ("Preferred Stock").
Liquidation
In the event of our liquidation, dissolution or winding up, holders of shares of our Common Stock are entitled to share ratably in all assets remaining after the payment of all debts and other liabilities and the liquidation preferences of any outstanding shares of Preferred Stock.
Dividends
Subject to preferences that may be applicable to any outstanding shares of Preferred Stock, holders of shares of our Common Stock are entitled to receive ratably such dividends, if any, as our board of directors may declare on the Common Stock out of funds legally available for that purpose.
Our credit agreement contains a restrictive covenant which limits our ability
to pay cash dividends or other distributions on our Common Stock.
Voting Rights
Holders of shares of our Common Stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. A majority of the votes cast at a meeting of the stockholders by the holders of shares entitled to vote is required for any action by the stockholders (a) except as otherwise provided by law or our Certificate of Incorporation and (b) except that directors are to be elected by a plurality of the votes cast at elections. Holders of shares of our Common Stock do not have cumulative voting rights in the election of directors. Other Rights and Preferences
Our Common Stock has no sinking fund or
redemption provisions or preemptive, conversion or exchange rights.
Liquidation
In the event of our liquidation, dissolution or winding up, holders of shares of our Common Stock are entitled to share ratably in all assets remaining after the payment of all debts and other liabilities and the liquidation preferences of any outstanding shares of Preferred Stock.
Listing
Our Common Stock is traded on The Nasdaq Global Select Stock Market under the trading symbol "VRNT."
Future Issuance of Preferred Stock
Our board of directors may, without further action by our stockholders, from time to time, direct
the issuance of shares of Preferred Stock in one or more series and may, at the time of issuance, determine the rights, preferences and limitations of each series. Satisfaction of any dividend preferences of outstanding shares of Preferred Stock would reduce the amount of funds available for the payment of dividends on shares of Common Stock. Holders of shares of Preferred Stock may be entitled to receive a preference payment in the event of our liquidation, dissolution or winding-up before any payment is made to the holders of shares of Common Stock. Under certain circumstances, the issuance of shares of Preferred Stock may render more difficult or tend to discourage a merger, tender offer or proxy contest, the assumption of control by a holder of a large block of our securities or the removal of incumbent management. Our board of directors, without stockholder approval, may issue shares of Preferred Stock with voting and conversion rights that could adversely affect
the holders of shares of Common Stock.
Our Certificate of Incorporation and By-laws contain certain provisions that could make it more difficult for a third party to acquire us by means of a tender offer, a proxy contest or otherwise. Advance Notice Procedures
Our By-laws
establish advance notice procedures for stockholders to make nominations of candidates for election as directors, or bring other business before a meeting of our stockholders. These procedures provide that only persons who are nominated by or at the direction of our board of directors or by a stockholder who has given timely notice in proper written form to our secretary prior to the annual or special meeting at which directors are to be elected will be eligible for election as directors. These procedures also require that, in order to raise matters at an annual meeting, those matters be raised before the meeting pursuant to the notice of meeting we deliver or by, or at the direction of, our board of directors or by a stockholder who is entitled to vote at the meeting and who has given timely notice in proper written form to our secretary of his intention to raise those matters at the annual meeting. If our chairman or other officer presiding at a meeting determines
that a person was not nominated, or other business was not brought before the meeting, in accordance with the notice procedure, that person will not be eligible for election as a director, or that business will not be conducted at the meeting. Authorized but Unissued Shares
The authorized but unissued shares of our Common Stock are available for future issuance without stockholder approval. We may use these additional shares for a variety of corporate purposes, including future public offerings to raise additional capital, corporate acquisitions, and employee benefit plans. The existence of authorized but unissued shares of our Common Stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.
Transfer Agent and Registrar
The
transfer agent and registrar for our common stock is Broadridge Corporate Issuer Solutions. Its address is P.O. Box 1342, Brentwood, NY 11717 and its telephone number at this location is 877-830-4936.
