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 (Date of earliest event reported): October 10, 2010
VERINT SYSTEMS INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-34807
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11-3200514
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(State or other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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330 South Service Road, Melville, New York
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11747
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code:
(631) 962-9600
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None
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(Former name or former address if changed since last report.)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
(b)
Resignation of Director.
Effective October 10, 2010, Stephen Swad resigned from the board of directors of Verint Systems Inc. (Verint,
we, us, and our). Mr. Swads resignation was not the result of any disagreement with any of Verints operations,
practices or policies.
(d)
Appointment of New Director.
Effective October 12, 2010, Charles J. Burdick was elected to the board of directors of Verint. Mr. Burdick is
the chairman of the board of directors of Comverse Technology, Inc. (Comverse). Comverse is our majority stockholder
and, by virtue of its majority ownership stake, Comverse has the ability, acting alone, to remove existing directors
and/or to elect new directors to our board of directors in order to fill vacancies. For more information about
Comverses ownership of a majority of our common stock and its control of our board of directors and a description of
various agreements between Verint and Comverse, please see our Annual Report on Form 10-K for the year ended January
31, 2010, filed with the Securities and Exchange Commission on May 19, 2010 (the January 31, 2010 Form 10-K).
Charles J. Burdick, age 59, has served as a member of Comverses board of directors since December 2006 and as
chairman of its board since March 2008. Mr. Burdick has extensive background in telecommunications and media, with over
25 years experience in the industry. Until July 2005, he was Chief Executive Officer of HIT Entertainment Plc, a
publicly listed provider of pre-school childrens entertainment. From 1996 to 2004, Mr. Burdick worked for Telewest
Communications, the second largest cable television company in the United Kingdom, serving as Chief Financial Officer
and Chief Executive Officer. In these roles, Mr. Burdick oversaw the financial and operational restructuring of
Telewest and was responsible for leading and financing the acquisitions of a number of cable companies. Mr. Burdick has
also held a series of financial positions with TimeWarner, US WEST and MediaOne, specializing in corporate finance,
mergers and acquisitions, and international treasury. Mr. Burdick currently serves as an independent non-executive
director and Chairman of the Compensation Committee of CTC Media, a leading independent media company in Russia and as
an independent non-executive director of Transcom WorldWide S.A., a Luxembourg based global provider of outsourced
customer and credit management services. Mr. Burdick holds a M.B.A. from the University of California, Los Angeles and
a B.A. in Economics from the University of California, Santa Barbara. Mr. Burdick is an independent director of
Comverse.
Mr. Burdick will receive compensation for his services pursuant to Verints director compensation policies set
forth in our January 31, 2010 Form 10-K. Mr. Burdick will
also become a party to an Indemnification Agreement with Verint on
the same basis as Verints other directors, the terms of which are
described in our January 31, 2010 Form 10-K.
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