This
Amendment No. 1 (this “Amendment”) amends the Schedule 13D filed by Comverse
Technology, Inc., a New York corporation (the “Reporting Person”) with the
Securities and Exchange Commission (the “Commission”) on June 1, 2007 (the
“Schedule 13D”), and is being filed by the Reporting Person with respect to the
common stock, par value $0.001 per share (the “Common Stock”) of Verint Systems
Inc., a Delaware corporation (the “Issuer”). Capitalized terms used
herein but not defined shall have the meaning attributed to them in the Schedule
13D.
Item 2(b)
– (f) is supplemented as follows:
(b) –
(c) The
name, residence or business address, present principal occupation or employment
of each director and executive officer of the Reporting Person is set forth on
Schedule A hereto, and is incorporated herein by reference.
(d) Neither
the Reporting Person, nor to the best knowledge of the Reporting Person, any of
the persons identified on Schedule A hereto has, during the last five years,
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) Neither
the Reporting Person, nor to the best knowledge of the Reporting Person, any of
the persons identified on Schedule A hereto has, during the last five years,
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
(f) The
citizenship of each of the persons identified on Schedule A hereto is set forth
in Schedule A hereto and is incorporated herein by reference.
Item
4.
|
Purpose
of Transaction.
|
Item 4 is
supplemented as follows:
The
Reporting Person is party to a Registration Rights Agreement with the Issuer,
dated as of January 31, 2002 (the “Registration Rights Agreement”), pursuant to
which the Reporting Person may make a written request (a “Demand”) that the
Issuer prepare and file with the Commission a Registration Statement on Form S-1
so as to permit the public offering and sale of shares of Common Stock owned by
the Reporting Person at the time that the Registration Rights Agreement was
signed by the parties thereto or acquired by the Reporting Person from time to
time thereafter (“Registrable Securities”). The Registration Rights
Agreement also provides the Reporting Person with “piggyback” registration
rights with respect to certain public offerings initiated by the Issuer or other
stockholders.
The
Reporting Person and the Issuer entered into a Letter Agreement, dated July 16,
2010 (the “Letter Agreement”), pursuant to which the Reporting Person, effective
July 15, 2010, made a Demand, proposing to have up to 2,800,000 Registrable
Securities registered and to effect the
disposition
thereof
in an underwritten offering. Pursuant to the Letter Agreement, the
Reporting Person reserved the right to adjust the number of Registrable
Securities for inclusion in the offering to take into account any changes in the
Issuer’s capitalization and, because the Issuer is pursuing an amendment to its
credit agreement and an increase in its revolving loan facility thereunder, the
Issuer agreed not to exercise its right pursuant to the Registration Rights
Agreement to delay the Demand registration and not to exercise its “piggyback”
registration rights with respect to the contemplated offering without the
Reporting Person’s prior written consent provided that the contemplated offering
is consummated within thirty calendar days following the declaration of
effectiveness of the Registration Statement. Under the terms of the
Registration Rights Agreement, the Reporting Person may withdraw the Demand at
any time before the Registration Statement becomes effective. The
parties further agreed, among other things, that if the proposed amendment to
the Issuer’s credit agreement and the proposed increase in the revolving loan
facility thereunder are not consummated on or before August 15, 2010, the Letter
Agreement will be null and void and without any effect.
Although
the Reporting Person may sell up to 2,800,000 shares of Common Stock pursuant to
the Demand described above, it intends to continue to retain beneficial
ownership of equity securities of the Issuer that represent a majority of the
voting power of the Issuer with respect to the election of
directors.
A copy of
the Registration Rights Agreement was filed by the Issuer as Exhibit 10.4 to the
Registration Statement on Form S-1/A (Registration No. 333-82300) with the
Commission on March 22, 2002 and is filed as Exhibit 1 to this Amendment, and a
copy of the Letter Agreement is filed as Exhibit 2 to this
Amendment. The Registration Rights Agreement and the Letter Agreement
are incorporated herein by reference. The descriptions herein of such
agreements are qualified in their respective entireties by reference to such
agreements.
Item
5
|
Interests
in the Securities of the
Purchaser.
|
Item 5 is
supplemented as follows:
(a) and
(b) The
responses of the Reporting Person to Rows (7) through (13) of the cover pages of
this Amendment are incorporated herein by reference. As of the date
of this Amendment, the Reporting Person holds 18,589,023 shares of Common Stock
and 293,000 shares of Series A Preferred Stock.
The Series A Preferred Stock does not
have voting rights or conversion rights until the issuance of the shares of
Common Stock that would be issuable upon conversion of the Series A Preferred
Stock is approved by the holders of a majority of the outstanding Common Stock
(the “Approval Time”). Following the Approval Time, each share of
Series A Preferred Stock will be convertible, at the option of the holder, into
a number of shares of Common Stock equal to the liquidation preference then in
effect divided by the conversion price then in effect, which was initially set
at $32.66, subject to adjustment. The liquidation preference is an
amount equal to the issue price of $1,000 per share of Series A Preferred Stock
plus the sum of all accrued and unpaid dividends, whether or not
declared. The initial conversion rate, which is subject to
adjustment, was 30.6185 shares of Common Stock for each share of Series A
Preferred Stock. In addition, following the Approval Time, each share
of Series A Preferred Stock will entitle its
holder to
the number of votes equal to the number of shares of Common Stock into which
such share of Series A Preferred Stock is initially convertible based on a
conversion rate equal to the issue price of $1,000 per share of Series A
Preferred Stock divided by $32.66, the conversion price in effect on the issue
date.
In addition, cash dividends are
cumulative and are accrued quarterly on the Series A Preferred Stock at a
specified dividend rate on the liquidation preference at such
time. Dividends are paid only if declared by the Issuer’s board of
directors. Initially, the specified annual dividend rate was
4.25%. Effective February 1, 2008, the dividend rate on the Series A
Preferred Stock was reset to 3.875%. The rate is now only subject to
future change in the event that the Issuer is unable to obtain approval of the
issuance of shares of Common Stock underlying the Series A Preferred Stock upon
conversion. The Issuer is currently prohibited from paying cash
dividends on the Series A Preferred Stock under the terms of a covenant in the
Issuer’s credit agreement. The Issuer may, in its absolute
discretion, pay such dividends in shares of Common Stock. The Common
Stock issued in payment or partial payment of a dividend, when and if declared,
would be valued for such purpose at 95% of the average of the daily volume
weighted average stock price for each of the five consecutive trading days
ending on the second trading day immediately prior to the record date for such
dividend. Through the date of this Amendment, no dividends have been
declared or paid on the Series A Preferred Stock. Through April 30,
2010, cumulative, undeclared dividends on the Series A Preferred Stock were
$36.0 million.
On the date of this Amendment, the
18,589,023 shares of Common Stock held by the Reporting Person represent a
beneficial ownership of approximately 56.3% of the outstanding Common Stock
(which percentage is calculated based upon 33,042,345 shares of Common Stock
outstanding as of June 30, 2010, as reported in the Issuer’s Registration
Statement on Form S-8 filed with the Commission on July 7, 2010). If,
on the date of this Statement, the Series A Preferred Stock were convertible
into Common Stock, the Reporting Person would have beneficially owned 28,661,989
shares of Common Stock representing approximately 66.5% of the Common Stock
(which percentage is calculated based upon 43,115,311 shares of Common Stock
outstanding, representing the number of shares of Common Stock outstanding as of
June 30, 2010, as reported in the Issuer’s Registration Statement on Form S-8
filed with the Commission on July 7, 2010, and the shares of Common Stock
issuable to the Reporting Person assuming conversion of the Series A Preferred
Stock). The Reporting Person has the sole voting power and sole
dispositive power with respect to all of the shares of Common Stock beneficially
owned by it.
Except as
described above, neither the Reporting Person nor, to the best knowledge of the
Reporting Person, any of the persons listed on Schedule A hereto beneficially
owns any shares of Common Stock.
(c) Neither
the Reporting Person nor, to the best of knowledge of the Reporting Person, any
of the persons listed on Schedule A hereto has effected any transactions in
shares of Common Stock in the past sixty days.
(d) Not
applicable.
(e) Not
applicable.
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer.
|
Item 6 is
supplemented as follows:
The
information set forth in Item 4 of this Amendment in respect of the Registration
Rights Agreement and the Letter Agreement is incorporated herein by
reference. The descriptions of such agreements are qualified in their
respective entireties by reference to such agreements.
Except as
disclosed in this Amendment, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named in
Item 2 (as it relates to any of the persons listed on Schedule A hereto, to the
best knowledge of the Reporting Person) and between such persons and any other
person with respect to any of the securities of the Issuer, including, but not
limited to, transfer or voting of any of the securities, finder’s fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of
proxies.
Item
7
|
Material
to be Filed as Exhibits.
|
Exhibit No.
|
Description
|
|
|
1
|
Registration
Rights Agreement, dated as of January 31, 2002, by and between Comverse
Infosys, Inc. and Comverse Technology, Inc. (incorporated by reference to
the Issuer’s Registration Statement on Form S-1/A (Registration No.
333-82300) filed with the Securities and Exchange Commission on March 22,
2002).
|
|
|
2
|
Letter
Agreement, dated July 16, 2010, from Comverse Technology, Inc. to Verint
Systems Inc.
|
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Dated:
July 19, 2010
|
|
|
|
|
|
|
|
|
COMVERSE
TECHNOLOGY, INC.
|
|
|
|
|
|
|
|
By:
|
/s/ Shefali
A. Shah
|
|
|
|
Name:
|
Shefali
A. Shah
|
|
|
|
Title:
|
Senior
Vice President, General Counsel and Corporate Secretary
|
|
|
|
|
|
|