Witness (NASDAQ:WITS)
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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.