On March 12, Verint Systems Inc. (the “Company”) issued a press release announcing that the Federal Trade Commission has granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, with respect to the previously announced Agreement and Plan of Merger (the “Merger Agreement”) with Witness Systems, Inc., a Delaware corporation.

The transaction remains subject to certain conditions, including approval of the merger by the Office of Fair Trading in the U.K. and the stockholders of Witness Systems, Inc. on the terms set forth in the Merger Agreement, as well as the satisfaction of other customary closing conditions.

A copy of the press release issued by the Company announcing the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, as amended, is filed as an exhibit hereto and is incorporated herein by reference.

(d) Exhibits.

The following exhibit is furnished herewith:

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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.

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