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 DATE OF REPORT September 15, 2005 (Date of Earliest Event Reported) VERINT SYSTEMS INC. ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Commission File No. 0-15502 Delaware 11-3200514 -------------------------------------------------------------------------------- (State of Incorporation) (I.R.S. Employer Identification No.) 330 South Service Road, Melville, New York 11747 (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)) Item 1.01 Entry into a Material Definitive Agreement On September 15, 2005, the Compensation Committee of the Board of Directors of Verint Systems Inc. (the "Company") approved an increase in the annual base salaries for the Company's executive officers, Dan Bodner (President and Chief Executive Officer) and Igal Nissim (Vice President and Chief Financial Officer), for the year ended January 31, 2006 ("Fiscal 2005"). For Fiscal 2005, Mr. Bodner's base salary will be increased from $400,000 to $440,000. For Fiscal 2005, Mr. Nissim's base salary will be increased from NIS 75,000 per month to NIS 78,000 per month. These salary increases are retroactive to the beginning of Fiscal 2005 (February 1, 2005). There are no employment agreements between the Company and Mr. Bodner or Mr. Nissim. 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. By: /s/ Igal Nissim ------------------------------ Name: Igal Nissim Title: Chief Financial Officer Dated: September 16, 2005