-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Rlvt714hd1Asha4JnwZg/rE00wxMpMRV63WwyoZop5soIaDSAFz4H/KOHXBA8zIv H7MaFy4OhF3UrcXoB+Z5eQ== 0000909518-07-000533.txt : 20070530 0000909518-07-000533.hdr.sgml : 20070530 20070530165636 ACCESSION NUMBER: 0000909518-07-000533 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070525 FILED AS OF DATE: 20070530 DATE AS OF CHANGE: 20070530 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: VERINT SYSTEMS INC CENTRAL INDEX KEY: 0001166388 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 113200514 FISCAL YEAR END: 0131 BUSINESS ADDRESS: STREET 1: 330 SOUTH SERVICE ROAD CITY: MELVILLE STATE: NY ZIP: 11747 BUSINESS PHONE: 6319629600 MAIL ADDRESS: STREET 1: 330 SOUTH SERVICE ROAD CITY: MELVILLE STATE: NY ZIP: 11747 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: COMVERSE TECHNOLOGY INC/NY/ CENTRAL INDEX KEY: 0000803014 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] STATE OF INCORPORATION: NY FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-49790 FILM NUMBER: 07888091 BUSINESS ADDRESS: STREET 1: 810 SEVENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-739-1000 MAIL ADDRESS: STREET 1: 810 SEVENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 4 1 comverse_form4ex.xml X0202 4 2007-05-25 0 0001166388 VERINT SYSTEMS INC VRNT.PK 0000803014 COMVERSE TECHNOLOGY INC/NY/ 810 SEVENTH AVENUE NEW YORK NY 10019 0 0 1 0 Series A Convertible Perpetual Preferred Stock 32.66 2007-05-25 4 P 0 293000 1000 A Common Stock 8971220 293000 D Due to the limitation on the amount of characters used, please see Exhibit 99.1 - Explanation of Responses. Due to the limitation on the amount of characters used, please see Exhibit 99.1 - Explanation of Responses. /s/ Paul L. Robinson, COO, EVP and Gen. Csl. of Comverse Technology, Inc. 2007-05-30 EX-99 2 mm05-3007_form4e991.txt EXPLANATION OF RESPONSES EXHIBIT 99.1 ------------ Explanation of Responses: (1) Assumes conversion on the date of this report. However, the Series A Convertible Perpetual Preferred Stock will not have conversion rights or voting rights until the underlying shares of Verint Common Stock are authorized by a majority vote of Verint's stockholders. Following authorization of the underlying shares, each share of Series A Convertible Perpetual Preferred Stock will be convertible at the option of the holder thereof into a number of shares of Verint Common Stock equal to the liquidation preference then in effect divided by the conversion price then in effect, which will initially be $32.66, subject to adjustment. The liquidation preference is an amount equal to the issue price of $1,000 per share of Series A Convertible Perpetual Preferred Stock plus the sum of all accrued and unpaid dividends, whether or not declared. Following authorization of the underlying shares, each share of Series A Convertible Perpetual 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 Convertible Perpetual Preferred Stock is initially convertible based on a conversion rate equal to the issue price of $1,000 per share of Series A Convertible Perpetual Preferred Stock divided by $32.66, the conversion price in effect on May 25, 2007, the issue date. The initial conversion rate, which is subject to adjustment, is 30.6185 shares of Common Stock for each share of Series A Convertible Perpetual Preferred Stock. Dividends accrued on the Series A Convertible Perpetual Preferred Stock, that may range from 3.875% to 5.625%, may be paid by Verint, under certain circumstances, in shares of Common Stock. Common Stock issued in payment or partial payment of a dividend will 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. (2) The Series A Convertible Perpetual Preferred Stock has no expiration date. -----END PRIVACY-ENHANCED MESSAGE-----