8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 15, 2008

VERINT SYSTEMS INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	0-49790	11-3200514
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

330 South Service Road, Melville, New York	11747
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (631) 962-9600

None

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box 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.):

¨ 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 7.01 Regulation FD Disclosure.

Explanatory Note

A copy of a letter sent to all employees of Verint Systems Inc. (“Verint”) is attached hereto and amends a letter sent to employees yesterday. Such letter is furnished herewith as Exhibit 99.1 and is incorporated in this Item 7.01 by reference.

The information in this report shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Letter to Employees dated February 15, 2008

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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.
Date: February 15, 2008
	By:	/s/ Peter Fante
	Name:	Peter Fante
	Title:	Chief Legal Officer

EX-99.1

Exhibit 99.1

Dear Verint Colleagues,

I would like to take this opportunity to congratulate you on a very successful year and to highlight some of our significant 2007 achievements.

In the workforce optimization area of our business, we became the world’s leading provider of analytics-driven enterprise workforce optimization solutions for contact centers, branches and back-offices through our combination with Witness Systems. The combination was very well received by our customers, partners, industry analysts and the market overall. Since closing the transaction in May, we experienced very strong momentum in our workforce optimization business, finishing the year with record bookings.

Behind our success was a swift, comprehensive integration that leveraged the leadership and technology strengths of each organization. In December, only six months after completing the business combination, we achieved a significant milestone with the launch of our next generation Impact 360 suite, the world’s most unified workforce optimization solution, further extending our market leadership. Earlier this month, I attended our 2008 sales kickoff where I experienced first hand the tremendous excitement felt by our sales organization as the new market leader with the industry’s broadest portfolio of workforce optimization solutions. Since closing the transaction, our sales force has been very successful in winning new business around the world, including displacing other vendors in the market.

As demonstrated by our strong momentum in 2007 and record Q4 bookings in the Americas and EMEA, as well as nearly record bookings in APAC, the integration is largely behind us and we are now laser focused on leveraging our new market leadership, large installed base of contact center customers and a very broad set of strategic/OEM partners. I would like to thank the employees in our workforce optimization business for their hard work during 2007, including the product development team responsible for unifying our portfolio so quickly after closing, the sales and marketing teams for effectively communicating to customers and partners the benefits of our expanded offering and the strength of our technology/patent portfolio, and the customer service team for their absolute commitment to customer satisfaction and support.

In the security areas of our business, we continued to lead the market with innovative solutions for both networked video and communications interception. In video, we expanded our Nextiva IP video portfolio, extended our market reach through new strategic partnerships with EMC and Dell and won

new customers in airports, seaports, retailers, transit authorities and banks around the world. Last week in our 2008 video sales kickoff meeting, one of our newest partners said, “We searched across the industry and Verint has, by far, the most complete IP Video solution.”

In communications interception, we maintained our market leadership and are providing solutions to law enforcement, government agencies and telecom operators in 100 countries around the world. In 2007, we added 40 new customers to our growing base and introduced new data retention solutions for telecom service provider compliance and highly sophisticated data fusion solutions for government and law enforcement agencies. I would like to thank all the employees of our security business for their continued commitment to product innovation, customer satisfaction and sales focus, which are the cornerstones of our ongoing market leadership.

Verint has quickly become a top 30 U.S. enterprise software company with 2,500 employees, offices in 18 countries and more than 10,000 customers around the world. To support our growth and scale the company for the future, we initiated a wide range of important projects during 2007 — to optimize our IT infrastructure, improve our operational processes and expand our recruitment and employee recognition programs. I would like to thank our global support organization, including human resources, IT, legal, operations and finance, for their significant efforts in building Verint’s infrastructure for long-term growth, including their contributions to the Witness integration.

We finished 2007 very strong. Unfortunately, at this time, we are unable to share with you our full fourth quarter or 2007 financial results. However, we are working diligently to complete the accounting work necessary to once again become current in our financial filings and seek relisting on the NASDAQ as soon as possible.

I would like to thank you again for your ongoing effort and commitment and wish everyone a great 2008.

Regards,

Dan