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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 February 11, 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
The Compensation Committee of the Board of Directors (the "Committee") of
Verint Systems Inc. (the "Company") established performance goals ("Performance
Goals") for the year ended January 31, 2005 ("Fiscal 2004") and the bonus amount
to be earned for achieving the Performance Goals (the "Targeted Bonus") for the
Company's executives (the "Executives"), Dan Bodner (President and Chief
Executive Officer) and Igal Nissim (Chief Financial Officer).
The actual cash bonus amount payable to an Executive ranges from 0 percent
to a maximum of 200 percent of the established Targeted Bonus and depends on
whether performance met, exceeded or fell short of the established Performance
Goals for the period. One half of the Executives' Targeted Bonus is based upon
the Company's pro-forma net income for Fiscal 2004 and the other half is based
upon the Company's revenue for the same period. The Targeted Bonus amount for
Fiscal 2004 performance for Mr. Bodner is $275,000 and for Mr. Nissim is
$135,000.
On February 11, 2005, the Committee established Performance Goals and
related Targeted Bonus for the year ended January 31, 2006 ("Fiscal 2005") for
both of the Executives. The actual cash bonus amount payable to an Executive
will range from 0 percent to a maximum of 200 percent of the established
Targeted Bonus and depends on whether performance meets, exceeds or falls short
of the established Performance Goals for the period. One half of the Executives'
Targeted Bonus is based upon the Company's pro-forma net income for Fiscal 2005
and one half is based upon the Company's revenue for the same period. The
Targeted Bonus amount for Fiscal 2005 performance for Mr. Bodner is $300,000 and
for Mr. Nissim is $150,000.
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: February 15, 2005