SEC – ‘UPLOAD’ from 5/2/19 re: Verint Systems Inc – ‘TEXT-EXTRACT’

On:  Thursday, 5/2/19, at 11:05am ET   ·   Delayed-Release:  Filing ¶  –  Release Delayed to:  11/4/19   ·   Accession #:  0-19-7951

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Delayed-Release Comment or Other Letter from the SEC
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: LETTER      Comment or Other Letter from the SEC                 PDF    146K 
 2: TEXT-EXTRACT  Comment or Other Letter from the SEC (PDF Text)      4±    17K 

‘TEXT-EXTRACT’   —   Comment or Other Letter from the SEC (PDF Text)

                                     UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                                  WASHINGTON, D.C. 20549

DIVISION OF                                                           
CORPORATION FINANCE                                                             

                                                         May 1, 2019

By E-Mail                                                                   

Warren S. de Wied, Esq.                                                     
Fried, Frank, Harris, Shriver & Jacobson LLP                                
One New York Plaza                                                          
New York, NY 10004                                                          

Re:     Verint Systems Inc.                                 
         Preliminary Proxy Statement filed by Neuberger Berman
Investment                                                                      
                   Advisers LLC, Neuberger Berman Investment Advisers Holdings
LLC,                                                                            
               Neuberger Berman Group LLC, NBSH Acquisition LLC, Scott
Hoina,                                                                          
                 Benjamin Nahum, Amit Solomon, Beatriz V. Infante, Mark N.
Greene and                                                                      
Oded Weiss                              
Filed on April 24, 2019                     
File No. 001-34807                          

Dear Mr. de Wied:                                                           

       We have reviewed your filing and have the following comments. In some
of our                                                                          
comments, we may ask you to provide us with information so we may better    
understand your                                                                 
disclosure.                                                                 

     Please respond to this letter by amending your filing, by providing
the requested                                                                   
information, or by advising us when you will provide the requested response.
If you do not                                                                   
believe our comments apply to your facts and circumstances or do not believe
an amendment is                                                                 
appropriate, please tell us why in your response.                           

      After reviewing any amendment to your filing and the information you
provide in                                                                      
response to this comment, we may have additional comments.                  

Preliminary Proxy Statement                                                 

 1.      Please revise your proxy statement to provide the disclosure required
by Item 1(c) of                                                                 
Schedule 14A.                                               

Cover Letter                                                                

 2.      Your disclosure that your nominees "...are committed to acting in the
best interests of all                                                           
       stockholders" suggests that the current board has not acted or will
not act in the best                                                             
interests of Verint security holders. You must avoid issuing
statements that directly or                                                     
        indirectly impugn the character, integrity or personal reputation or
make charges of                                                                 
Warren S. de Wied, Esq.                                                       
Fried, Frank, Harris, Shriver & Jacobson LLP                                    
May 1, 2019                                                                     
Page 2                                                                          

     illegal, improper or immoral conduct without factual foundation. Please
provide a factual                                                               
   foundation for your disclosure. In this regard, note that the factual
foundation for such                                                             
assertion must be reasonable. Refer to Rule 14a-9.                

Reasons for this Solicitation, page 5                                           

3.     Each statement or assertion of opinion or belief must be clearly         
characterized as such,                                                          
and a reasonable factual basis must exist for each such opinion or
belief. Support for                                                             
opinions or beliefs should be self-evident, disclosed in the proxy
statement or provided to                                                        
the staff on a supplemental basis. Please provide support for the 
following disclosure:                                                           

   your assertion that NICE is Verint's "closest peer" (page 5);
       your disclosure that for fiscal years 2016, 2017 and 2018 company
management "has                                                                 
     failed to meet a variety of financial targets' set by the board
under the company's                                                             
executive bonus program (page 7);                         
       your belief that Verint's stock has underperformed as a result of
operating two                                                                   
business units (page 8);                                  
       your disclosure that Dr. Greene and Ms. Herscher "are both highly
regarded software                                                               
executives and public-company board members" (page 9);    
         your disclosure that "Mr. Egan told Neuberger Berman that the Board
was amenable                                                                    
        to adding Ms. Herscher because Verint needed a woman on the Board"
(page 10);                                                                      
        your stated opinion that "Verint's Lead Independent Director lacks
clearly disclosed                                                               
         key authorities to be effective in that vital oversight role" (page
10);                                                                            
       your disclosure that on an earnings call in March 2018 Mr. Bodner
indicated that                                                                  
   "Verint did not intend to separate CIS and CES..." (page 10);
      your disclosure that at a meeting on December 7, 2018 Mr. Bodner
stated that                                                                     
        "...Verint's customers do not want to transition to the cloud, and
that Verint had no                                                              
      intention to pursue a cloud-centric strategy for CES" (page 11);

4.     We note your disclosure that only one of the company's independent       
directors has served                                                            
      as a senior executive of a software company. We note that Dr. Nottenburg
served as                                                                       
   president and CEO of Sonus Networks and that Mr. Egan appears to have
served in                                                                       
senior roles at EMC Corporation. Please revise or advise.         

5.     Your characterization of the topic for the meeting in March 2018         
described on page 10                                                            
      suggests that the you and the company agreed that the company had issues
of                                                                              
      "underperformance, complex operating structure, and a lack of a detailed
cloud strategy."                                                                
      Please revise, if true, to clarify that this was your view of the issues
facing the company                                                              
at that time.                                                     
Warren S. de Wied, Esq.                                                       
Fried, Frank, Harris, Shriver & Jacobson LLP                                    
May 1, 2019                                                                     
Page 3                                                                          

Background to the Solicitation, page 9                                          

6.     We note that the company has had female members of the board prior to    
Ms. Herscher.                                                                   
Thus, revise your disclosure on page 10.                          

7.     Your disclosure in the first March 15, 2019 suggests that Mr. Egan       
decided to reject your                                                          
    potential nominees on his own, without input or discussions with other
directors. Please                                                               
   revise to clarify whether you believe this to be the case and, if so,
please provide us                                                               
support for such disclosure.                                      

8.     Please provide us support for your disclosure of the reasons presented   
by Mr. Schassler in                                                             
 connection with his decision to withdraw from consideration for the
Verint board.                                                                   

Proposal 1: Election of Directors, page 19                                      

9.     Please revise the disclosure regarding Dr. Greene to clarify his         
business experience                                                             
  during the past five years. Your current disclosure is unclear about
where he has worked                                                             
during the past five years.                                       

10.    On a related note, please provide us support for your statement that Dr. 
Greene                                                                          
  "possesses broad access to  and acts as a trusted advisor to- senior
financial services                                                              
executives worldwide."                                            

Additional Proxy Information, page 28                                           

11.    Please revise the disclosure under the caption "Revocation of Proxies"   
to clarify that a                                                               
later-dated company proxy would also serve as a revocation of a   
previously-submitted                                                            
proxy.                                                            

Form of Proxy Card                                                              

12.    Please revise the form of proxy to clearly identify it as being          
preliminary. Refer to Rule                                                      
14a-6(e)(1) of Regulation 14A.                                    

      We remind you that the filing persons are responsible for the accuracy
and adequacy of                                                                 
their disclosures, notwithstanding any review, comments, action or absence of   
action by the staff.                                                            

Please direct any questions to me at (202) 551-3619.              

                                                  Sincerely,

                                                     /s/ Daniel F.
Duchovny                                                                        
                                                          Daniel F. Duchovny
                                                       Special Counsel
                                                         Office of Mergers
and Acquisitions                                                                

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘UPLOAD’ Filing		Date		Other Filings
Release Delayed to:		11/4/19		UPLOAD
Filed on:		5/2/19		UPLOAD
		5/1/19		UPLOAD
		4/24/19		PREN14A,  UPLOAD
		3/15/19		UPLOAD
		12/7/18		UPLOAD
				List all Filings

1 Previous Filing that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/24/19  Neuberger Berman Inv Advisers LLC PREN14A     4/24/19    2:1M   Verint Systems Inc.               Fried Fr… Jacobson/NY/FA