Attached files
file | filename |
---|---|
8-K - FORM 8-K - VERINT SYSTEMS INC | c03572e8vk.htm |
[COMVERSE TECHNOLOGY, INC. LETTERHEAD]
Verint Systems Inc.
330 South Service Road
Melville, New York 11747
330 South Service Road
Melville, New York 11747
July 16, 2010
Re: Contemplated Public Offering
Ladies and Gentlemen:
Reference is made to the Registration Rights Agreement (Agreement), dated as of January 31, 2002,
by and between Verint Systems Inc., a Delaware corporation (the Company), and Comverse
Technology, Inc., a New York corporation (Comverse). Capitalized terms not otherwise defined
herein shall have the meaning ascribed thereto in the Agreement.
Comverse, effective July 15, 2010, made a Demand, pursuant to Section 2.1(a) of the Agreement, that
the Company prepare and file with the Commission a Registration Statement on Form S-1 so as to
permit the public offering and sale of Registrable Securities. Comverse proposes to have up to
2,800,000 Registrable Securities registered and to effect the disposition thereof in an
underwritten offering. The parties have agreed that Comverse will have the right to appoint the
left bookrunner for the offering and Verint will have the right to appoint a right bookrunner.
In addition, Verint will have the right to appoint up to two co-managers, it being understood that
Verint will consult with Comverse and the left bookrunner in connection with the appointment of
such co-managers. Comverse reserves the right to adjust the number of Registrable Shares for
inclusion in the offering to take into account any changes in the capitalization of the Company.
This letter also confirms our understanding and agreement with respect to the single public
offering contemplated hereby that (i) the Company has elected not to exercise its right to delay
the Demand Registration contemplated hereby pursuant to Section 2.1(c) of the Agreement and (ii)
the Company will not exercise its piggyback registration rights with respect to the offering
contemplated hereby without the prior written consent of Comverse provided that the offering
contemplated hereby is consummated within thirty calendar days following the declaration of the
effectiveness of the registration statement. The parties hereto agree, subject to the withdrawal
right set forth in Section 2.1(e) of the Agreement and reasonable delay resulting from adverse
market conditions or the
inability of the Company to hold a shareholders meeting due solely to delays, if any, resulting
from the SEC review and comment process on the proxy statement, to use commercially reasonable
efforts to cause the Registration Statement contemplated hereby to be declared effective as soon as
reasonably practicable after the filing thereof with the Securities and Exchange Commission.
This letter will become null, void and without any effect in the event that the proposed credit
agreement amendment (the Amendment) and proposed increase in the Companys revolving loan
facility (the Revolver Increase) are not consummated on or before August 15, 2010 on
substantially the terms and in the form presented to the Board of Directors of the Company on July
15, 2010. For the avoidance of doubt, if the Amendment and the Revolver Increase are not
consummated on or before August 15, 2010, any election, agreement or waiver of rights hereunder by
the Company will be null and void.
Please confirm your agreement with the foregoing by signing a copy of this letter where indicated
below and returning it to us.
Very truly yours, |
||||
/s/ Andre Dahan | ||||
Andre Dahan | ||||
President and Chief Executive Officer | ||||
Acknowledged and Agreed:
VERINT SYSTEMS INC.
By:/s/ Peter Fante
Name: Peter Fante
Title: Chief Legal Officer
Title: Chief Legal Officer