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Verint parent company prepares for spinoff

The majority owner of Verint Systems Inc. said

The majority owner of Verint Systems Inc. said Monday it has taken new steps to streamline its corporate structure. Photo Credit: Handout


The majority owner of Melville-based Verint Systems Inc. said Monday it has taken new steps to streamline its corporate structure, enabling it to focus its business model on Verint alone, while spinning off a separate subsidiary.


Verint's software allows businesses and government agencies to sift through vast amounts of data from telephone calls and surveillance cameras and provide insight on potential problems.


Comverse Technology Inc., or CTI, owner of 53 percent of the outstanding shares of Verint, said it is making changes to the makeup of Verint's board of directors.


Three CTI executives, who had been on the Verint board, have resigned and were replaced by members of the parent company's board of directors.


None of the resignations "was the result of any disagreement with Verint or its operations, policies or practices," Verint said in a Monday filing with the Securities and Exchange Commission.


CTI is now structured as a holding company. Its other major component, other than Verint, is a wholly owned subsidiary, Comverse Inc. -- which is expected to be spun off later this year into a stand-alone, publicly traded enterprise. In that spinoff, CTI said, its shareholders will receive distributions of the new company's stock.


Comverse Inc. makes software for telecom service providers, enabling them to merge billing and customer management operations.


"This change allows the management team and myself to focus on the important tasks of managing the operations, as we prepare for the previously announced spinoff," CTI board chairman and chief executive Charles Burdick said in a prepared statement.


The three former Verint directors are Burdick; CTI senior vice president John Bunyan, and CTI vice president Paul D. Baker.


Their replacements are CTI directors Augustus K. Oliver, Theodore Schell and Mark Terrell. Oliver was appointed chairman of the Verint board.


Oliver, in a prepared statement, said the corporate changes are intended to "maximize the value of CTI's equity interest in Verint for the benefit of the shareholders of both companies." Its financial advisers in the process are Goldman Sachs & Co. and Rothschild Inc., he said.


Both Comverse Inc. and CTI are based in Manhattan.


CTI has made major steps in emerging from a years-long scandal centered on alleged options backdating by a former chief executive, Jacob Alexander. It has a total of 5,900 employees, 3,100 of whom work for Verint.


The remainder of Verint's shares, after CTI's 53 percent, are publicly traded. When Comverse is spun off, "CTI shareholders at the time of the distribution would continue to hold their equity in CTI as well as own 100 percent of the equity of Comverse," the parent company said.


Among Verint's clients is the Port Authority, which in September said it would install Verint's audio and video surveillance system, as an anti-crime and antiterrorism tool, at its planned World Trade Center transportation hub. Verint's software will analyze massive streams of sound and images from doorways, platforms and key offices such as the electrical and telecommunications rooms.


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