The information contained in Section 8.01 below is incorporated herein.

On December 6, 2007, the Board of Directors of Verint Systems Inc. (the “Company”) granted time-based restricted awards representing an aggregate of approximately 500,000 shares of the Company’s common stock to approximately 150 employees in the United States and elsewhere throughout the world. The grants were made under the Witness Systems, Inc. Amended & Restated Stock Incentive Plan, as amended, (which the Company assumed in connection with acquisition of Witness Systems, Inc. (“Witness”) on May 25, 2007) to certain current Company employees who were employees of Witness at the time of the acquisition. The grants were made in transactions exempt from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), to (i) grantees who were accredited investors in reliance on Regulation D promulgated under the 1933 Act and (ii) all other grantees in reliance on the application of the no-sale theory.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.