0001193125-19-194879.txt : 20190716 0001193125-19-194879.hdr.sgml : 20190716 20190716171602 ACCESSION NUMBER: 0001193125-19-194879 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190716 DATE AS OF CHANGE: 20190716 EFFECTIVENESS DATE: 20190716 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VERINT SYSTEMS INC CENTRAL INDEX KEY: 0001166388 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 113200514 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-182755 FILM NUMBER: 19957715 BUSINESS ADDRESS: STREET 1: 175 BROADHOLLOW ROAD CITY: MELVILLE STATE: NY ZIP: 11747 BUSINESS PHONE: 6319629600 MAIL ADDRESS: STREET 1: 175 BROADHOLLOW ROAD CITY: MELVILLE STATE: NY ZIP: 11747 S-8 POS 1 d763705ds8pos.htm S-8 POS S-8 POS

As filed with the Securities and Exchange Commission on July 16, 2019

Registration No. 333-167618

Registration No. 333-169005

Registration No. 333-169768

Registration No. 333-171006

Registration No. 333-173421

Registration No. 333-173454

Registration No. 333-174820

Registration No. 333-182032

Registration No. 333-182755

Registration No. 333-189062

Registration No. 333-198575

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-167618

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-169005

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-169768

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-171006

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-173421

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-173454

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-174820

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-182032

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-182755

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-189062

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-198575

UNDER

THE SECURITIES ACT OF 1933

 

 

VERINT SYSTEMS INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   11-3200514
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. Employer
Identification No.)

175 Broadhollow Road, Melville, New York 11747

(Address of Principal Executive Offices) (Zip Code)

 

 

Witness Systems, Inc. Amended and Restated Stock Incentive Plan

Verint Systems Inc. Stock Incentive Compensation Plan

Verint Systems Inc. 2004 Stock Incentive Compensation Plan

Verint Systems Inc. 2010 Long-Term Stock Incentive Plan

Amended and Restated Comverse Technology, Inc. 2011 Stock Incentive Compensation Plan

Verint Systems Inc. 2002 Employee Stock Purchase Plan

(Full title of the plans)

 

 

Peter Fante, Esq.

Chief Administrative Officer

Verint Systems Inc.

175 Broadhollow Road

Melville, New York 11747

(631) 962-9600

 

 

With a copy to:

Bradley C. Brasser, Esq.

Jones Day

77 W Wacker

Chicago, Illinois 60601

(312) 782-3939

(Name, address and telephone number, including area code, of agent for service)

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   ☒    Accelerated filer   ☐
Non-accelerated filer   ☐    Smaller reporting company   ☐
     Emerging growth company   ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

 

 

 

EXPLANATORY NOTE

Verint Systems Inc., a Delaware corporation (the “Company”), is filing this Post-Effective Amendment to deregister any and all securities that remain unsold under the Company’s Registration Statements on Form S-8 (Nos. 333-167618; 333-169005; 333-169768; 333-171006; 333-173421; 333-173454; 333-174820; 333-182032; 333-182755; 333-189062; and 333-198575) (collectively, the “Registration Statements”), which relate to the: (i) Witness Systems, Inc. Amended and Restated Stock Incentive Plan; (ii) Verint Systems Inc. Stock Incentive Compensation Plan; (iii) Verint Systems Inc. 2004 Stock Incentive Compensation Plan; (iv) Verint Systems Inc. 2010 Long-Term Stock Incentive Plan; (v) Amended and Restated Comverse Technology, Inc. 2011 Stock Incentive Compensation Plan; and (vi) Verint Systems Inc. 2002 Employee Stock Purchase Plan (collectively, the “Plans”). The Registration Statements registered shares of common stock of the Company, par value $0.001 per share (“Common Stock”), to be offered and sold pursuant to the Plans.

The Company has terminated all offerings of Common Stock pursuant to the Registration Statements and no shares of Common Stock are available for issuance under the Plans. Accordingly, the Company hereby terminates the effectiveness of the Registration Statements and, pursuant to the undertakings contained in the Registration Statements to remove from registration by means of a post-effective amendment any shares of Common Stock that had been registered for issuance but remain unsold at the termination of the offering, the Company hereby removes from registration any remaining Common Stock that was registered for issuance pursuant to the Registration Statements and that remain unsold as of the date hereof. The Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such Common Stock.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing an amendment on Form S-8 and has duly caused this Post-Effective Amendment to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Melville, State of New York, as of the 16th day of July, 2019.

 

VERINT SYSTEMS INC.
By:  

/s/ Dan Bodner

  Name: Dan Bodner
  Title:   President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statements has been signed below by the following persons in the capacities indicated as of the 16th day of July, 2019.

 

Signature

   

Title

/s/ Dan Bodner

    Chief Executive Officer, and Chairman of the Board
Dan Bodner    (Principal Executive Officer)

/s/ Douglas Robinson

    Chief Financial Officer
Douglas Robinson    (Principal Financial Officer and Principal Accounting Officer)

/s/ John Egan

    Director
John Egan   

/s/ Stephen Gold

    Director
Stephen Gold   

/s/ Penelope Herscher

    Director
Penelope Herscher   

/s/ William Kurtz

    Director
William Kurtz   

/s/ Richard Nottenburg

    Director
Richard Nottenburg   

/s/ Howard Safir

    Director
Howard Safir   

/s/ Earl Shanks

    Director
Earl Shanks