Witness Systems Announces Date of Special Meeting of Stockholders
05 Aprile 2007 - 10:57PM
Business Wire
Witness Systems, Inc. (NASDAQ: WITS), a leading global provider of
workforce optimization software and services, today announced that
it has scheduled a special meeting of its stockholders for Tuesday,
May 1, 2007 at 2:00 p.m. local time at the offices of Wilmer Cutler
Pickering Hale and Dorr LLP, located at 399 Park Avenue, New York,
New York 10022, for the purpose of considering and voting on the
adoption of the Agreement and Plan of Merger dated as of February
11, 2007 among Verint Systems Inc., White Acquisition Corporation,
a wholly owned subsidiary of Verint, and Witness Systems, Inc. as
such agreement may be amended from time to time. All Witness
Systems stockholders of record at the close of business on April 5,
2007 will be entitled to notice of, and to vote at, the special
meeting and any adjournment or postponement of the special meeting.
Witness Systems expects that the merger will close promptly
following the special meeting of stockholders. At present, the
merger remains subject to the satisfaction or waiver of a number of
conditions, including the adoption of the merger agreement by
Witness Systems stockholders, receipt of regulatory approval in the
United Kingdom and other customary closing conditions. About
Witness Systems Witness Systems (NASDAQ: WITS) is the worldwide
leader in software and services that help businesses capture
customer intelligence and optimize their workforce performance. The
company�s Impact 360��solution features quality monitoring,
compliance and IP recording, workforce management, performance
management, eLearning and customer feedback. Primarily deployed in
contact centers � as well as the remote, branch and back offices of
global organizations � the workforce optimization solution
captures, analyzes and enables users to share and act on
cross-functional information across the enterprise. With Impact
360, organizations can improve interactions and the underlying
back-office processes that enhance the customer experience and
build customer loyalty. For more information, visit us at
www.witness.com. Cautionary Note Regarding Forward-looking
Statements: Information in this release that involves expectations,
plans, intentions or strategies regarding the future are
forward-looking statements that are not facts and involve a number
of risks and uncertainties. They are identified by words such as
�will,� �anticipates,� �expects,� �intends,� �plans,� �believes,�
�estimates,� �targeted� and similar expressions and statements
about present trends and conditions that may extend into the
future. These statements are based upon information available to
Witness Systems as of the date of this release, and the company
assumes no obligation to update any such forward-looking statement.
Forward-looking statements believed true when made may ultimately
prove to be incorrect. These statements are not guarantees of
future performance and are subject to risks, uncertainties and
other factors, some of which are beyond our control and may cause
actual results to differ materially from our current expectations.
Some of the factors that could cause actual future results to
differ materially from current expectations include the need to
obtain U.K. regulatory approval and approval of Witness Systems�
stockholders and satisfy other conditions to the parties�
obligations under the merger agreement to complete the proposed
merger; the completion of the debt and equity financings planned by
Verint (or other financing arrangements sufficient to provide the
funding required by Verint to complete the Merger); as well as
other risks identified in the Witness Systems� Form 10-K for the
year ended December 31, 2006 as filed with the Securities and
Exchange Commission. Witness, Impact 360, Improve Everything and
the Witness Systems logo are the trademarks (registered or
otherwise) of Witness Systems, Inc. protected by laws of the U.S.
and other countries. All other trademarks mentioned in this
document are the property of their respective owners. IMPORTANT
ADDITIONAL INFORMATION FILED WITH THE SEC Witness Systems is filing
a definitive proxy statement with the SEC in connection with the
proposed merger concurrently with the release of this press release
and plans to mail the definitive proxy statement to its
stockholders of record on April 6, 2007. The definitive proxy
statement contains important information about Witness Systems,
Verint, the merger and related matters. Investors and security
holders are urged to read the definitive proxy statement carefully.
Investors and security holders may obtain free copies of the
definitive proxy statement and other documents filed with the SEC
by Witness Systems and Verint through the web site maintained by
the SEC at www.sec.gov. Free copies of the definitive proxy
statement may also be obtained from Witness Systems and free copies
of each company�s other filings with the SEC may also be obtained
from the respective companies. Free copies of Witness Systems
filings may be obtained by directing a request to Investor
Relations via the web at www.washington.com (Investors �
Information Requests) or by sending a written request to Investor
Relations, Witness Systems, Inc., 300 Colonial Center Parkway,
Roswell, GA 30076. Free copies of Verint�s filings may be obtained
by directing a request to Verint. You can request this information
via the web at www.Verint.com (Investor Relations � Information
Request) or by sending a written request to Investor Relations,
Verint Systems, Inc., 330 South Service Road, Melville, NY 11747.
In addition, investors and security holders may access copies of
the documents filed with the SEC by Witness Systems on its website
at www.witness.com, and investors and security holders may access
copies of the documents filed with the SEC by Verint on its website
at www.verint.com, when they become available. Notwithstanding the
forgoing, as publicly announced by Verint, prior to Verint�s
initial public offering in May 2002, Verint was a wholly owned
subsidiary of Comverse, and, as a result, during that period
certain Verint employees received from Comverse options to purchase
Comverse common stock. As previously announced on March 14, 2006,
the board of directors of Comverse has created a special committee
to review matters relating to Comverse�s stock option grants.
Because Verint is a consolidated subsidiary of Comverse, under
applicable accounting rules, any compensation expense related to
the granting of these options to Verint employees was required to
be recorded on Verint�s financial statements. As a result of the
ongoing review by the Comverse special committee, including its
expanded investigation into other accounting matters, Verint has
not filed its Annual Report on Form 10-K for the fiscal year ended
January 31, 2006 or its Quarterly Reports on Form 10-Q for the
first three quarters of fiscal year ended January 31, 2007 and
believes that it is likely that it will continue to have to delay
the filing of its Annual Report on Form 10-K for the fiscal year
ended January 31, 2007 and future quarterly reports for some time.
Furthermore, based on the Comverse special committee�s preliminary
conclusions, Verint has publicly announced that it has concluded
that its historical financial statements for each of the fiscal
years ended January 31, 2005, 2004, 2003, 2002 and 2001 and for the
first three quarters of the fiscal year ended January 31, 2006, and
any related reports of its independent registered public accounting
firm, should no longer be relied upon. Therefore, the financial
statements contained in Verint�s SEC reports for those periods
should not be relied upon. Witness Systems and its directors and
executive officers may be deemed to be participants in the
solicitation of proxies from Witness Systems stockholders with
respect to the transactions contemplated by the merger agreement.
Information regarding the directors and executive officers of
Witness Systems will be contained in the company�s Annual Report on
Form 10-K for the year ended December 31, 2006, which is filed with
the SEC, and its proxy statement related to the acquisition by
Verint, which is being filed concurrently with this press release.
As of March 30, 2007, the individuals who were then directors and
executive officers of Witness Systems (other than Mr. David Gould,
who is no longer a director or executive officer of the company)
beneficially owned (as calculated in accordance with SEC Rule
13d-3) approximately 1,620,045 shares, or approximately 4.7%, of
Witness Systems� common stock. You can obtain free copies of these
documents from Witness Systems using the contact information set
forth above. Additional information regarding interests of such
participants is included in the definitive proxy statement that is
being filed with the SEC concurrently with this release in
connection with the merger agreement and will be available free of
charge as indicated above.
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