Form 4: Verint Director Gold's Shares Converted in Merger

Verint Systems Inc. Director Stephen J. Gold's common stock and restricted stock units were converted into cash at $20.50 per share following the merger with Calabrio, Inc.

Summary

• Stephen J. Gold, a Director of Verint Systems Inc., reported changes in beneficial ownership due to a merger event.
• Verint Systems Inc. merged with Viking Merger Sub, Inc., a subsidiary of Calabrio, Inc., with Verint surviving as a wholly-owned subsidiary of Calabrio, Inc.
• Each share of Verint common stock outstanding immediately prior to the merger was automatically canceled and converted into the right to receive $20.50 in cash without interest.
• Vested restricted stock units (RSUs) held by Mr. Gold also became fully vested and entitled to the $20.50 per share merger consideration.
• Mr. Gold disposed of 28,473 shares of common stock and 8,980 shares of common stock (resulting from RSU vesting) at a price of $0, reflecting their conversion to cash.
• He acquired 8,980 shares of common stock upon the vesting of Restricted Stock Units, which were immediately disposed of as part of the merger.
• Following these transactions, Mr. Gold beneficially owns 0 shares of Verint common stock.

Sentiment

Score: 7

Explanation: The filing reports the completion of a merger where Verint shareholders received a fixed cash consideration of $20.50 per share. This is a definitive event, providing liquidity to shareholders. For the reporting person, it signifies the conversion of their equity into cash.

Positives

• Shareholders received a definitive cash consideration of $20.50 per share for their Verint common stock and vested restricted stock units.

Negatives

• Verint Systems Inc. is no longer a publicly traded company, having become a wholly-owned subsidiary of Calabrio, Inc.

Future Outlook

NA

Industry Context

The merger signifies a consolidation within the customer engagement and analytics software industry. Verint, a prominent player in this space, is being acquired by Calabrio, Inc., which also focuses on customer experience intelligence. This transaction could lead to a more integrated and potentially stronger combined entity in the market.

Corporate Governance

Stakeholder Impact

• Shareholders: Received $20.50 per share in cash, losing their equity stake in a publicly traded company.
• Management: Director Stephen J. Gold's equity holdings were converted to cash as part of the merger.

Key Dates

Recommendation

The company has been acquired and its shares converted to cash at a fixed price of $20.50 per share. There is no longer a public market for Verint Systems Inc. common stock, making a 'sell' recommendation appropriate for any remaining shares that might be held, as they will be converted to cash.

Keywords

Verint Systems, VRNT, Stephen J. Gold, Form 4, SEC filing, merger, acquisition, beneficial ownership, restricted stock units, RSU, Calabrio, Inc.