<PAGE>
As filed with the Securities and Exchange Commission on June 16, 1995
Registration No. 33-_____
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
COMVERSE TECHNOLOGY, INC.
-------------------------
(Exact name of Registrant as specified in its charter)
New York 13-3238402
-------- ----------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
170 Crossways Park Drive
Woodbury, New York 11791
(516) 921-0470
--------------
(Address including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
Kobi Alexander
Chairman of the Board and Chief Executive Officer
Comverse Technology, Inc.
170 Crossways Park Drive
Woodbury, New York 11797
(516) 921-0470
--------------
(Name, address, including zip code, and telephone number,
including are code, of agent for service)
_______________________
Copies to:
William F. Sorin, Esq.
823 Park Avenue
New York, New York 10021
_______________________
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement.
_______________________
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
________________________________________________________________________________
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------
Proposed Proposed
Maximum Maximum Amount
Title of Each Amount Offering Aggregate of Regis-
Class of Securities to be Price Offering tration
to be Registered Registered Per Share Price Fee
- --------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par
value $.10 per share 10,696 $14-3/4* $157,766 $100
</TABLE>
========================================================================
* Estimated solely for the purpose of calculating the registration fee pursuant
to Rule 457(c), based upon the closing price reported on the NASDAQ National
Market System on June 14, 1995.
_______________________
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
_______________________
- ii -
<PAGE>
PROSPECTUS
----------
10,696 SHARES
COMVERSE TECHNOLOGY, INC.
COMMON STOCK
__________________
This Prospectus relates to an aggregate of 10,696 shares of Common Stock,
par value $.10 per share ("Common Stock"), of Comverse Technology, Inc.
("Comverse" or the "Company"), issued by Comverse to the persons hereinafter
identified as the "Selling Shareholders" in connection with the exercise of
option rights to acquire shares of Applied Silicon Inc. Canada, a majority-
owned subsidiary of Comverse ("ASIC"). The Common Stock may be offered from
time to time for resale by the Selling Shareholders in their discretion and
for their own account. It is anticipated that the Selling Shareholders will
offer such shares at the prevailing prices in the over-the-counter market as
at the date of each such sale. All expenses of registration incurred in
connection with this offering are being borne by the Company, but all selling
and other expenses incurred by the Selling Shareholders will be borne by them.
See "Selling Shareholders" and "Plan of Distribution." None of the shares
offered pursuant to this Prospectus have been registered prior to the filing
of the Registration Statement of which this Prospectus is a part.
The Selling Shareholders and any broker-dealers executing sale orders on
behalf of the Selling Shareholders may be deemed to be "underwriters" within
the meaning of the Securities Act of 1933, as amended (the "Securities Act"),
and commissions received by such broker-dealers may be deemed to be
underwriting compensation under the Securities Act.
The Common Stock is traded in the over-the-counter market and is
regularly quoted on the NASDAQ National Market System with the trading symbol
CMVT. On June 14, 1995 the closing price of the Common Stock as reported by
the NASDAQ National Market System was $14-3/4 per share.
_____________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
_____________________
The date of this Prospectus is June ____, 1995.
_____________________
No person is authorized to give any information or to make any
representations, other than those contained in this Prospectus, in connection
with the offering described herein and, if given or made, such information or
representations must not be relied upon as having been authorized by the
Company or the Selling Shareholders. Neither the delivery of this Prospectus
nor any sale made hereunder shall, under any circumstances, create an
implication that the information contained herein is correct as of any time
subsequent to the date hereof. Statements made in this Prospectus, unless the
context indicates otherwise, are made as of the date hereof.
This Prospectus does not constitute an offer to sell or a solicitation of
an offer to buy any securities offered hereby in any state to any person to
whom such offer or solicitation may not lawfully be made.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational reporting requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and, in
accordance therewith, files reports, proxy or information statements and other
information with the Securities and Exchange Commission (the "Commission").
Such reports, proxy or information statements and other information filed by
the Company can be inspected and copied at public reference facilities of the
Commission located at 450 Fifth Street, N.W., Washington, D.C. 20549 and at
the Commission's regional offices located at 7 World Trade Center, 13th Floor,
New York, New York 10048 and at 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Copies of such material may also be obtained from the Public
Reference Section of the Commission, 450 Fifth Street, N.W., Washington D.C.
20549, at prescribed rates.
Information, as of particular dates, concerning the directors and
officers of the Company, their remuneration, options granted to them under the
stock option plans of the Company, the principal shareholders of the Company
and any material interest of such persons in transactions with the Company are
and will be disclosed in the proxy statements and annual reports of the
Company filed with the Commission.
DOCUMENTS INCORPORATED BY REFERENCE
The Company hereby incorporates by reference into this Prospectus the
following documents filed with the Commission:
1. The Company's Annual Report on Form 10-K for the year ended December
31, 1994, as amended;
2. The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1995; and
3. The description of the Company's Common Stock contained in its
registration statement on Form 8-A filed with the Commission on March
17, 1987, as amended.
All documents filed by the Company after the date of this Prospectus
pursuant to Sections l3(a), l3(c), l4 and l5(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Prospectus and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed
to be incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom a copy of
this Prospectus has been delivered, upon written or oral request of such
person, a copy of any or all of the documents referred to above which have
been or may be incorporated by reference in this Prospectus (other than
exhibits to such documents). The Company will also promptly furnish on
written request, without charge, a copy of its most recent Annual Report to
Shareholders. Requests for copies of any such document should be directed to
the Secretary of the Company, by mail addressed to Comverse Technology, Inc.,
170 Crossways Park Drive, Woodbury, New York 11797, or by telephone at (516)
677-7200.
- 2 -
<PAGE>
THE COMPANY
Comverse Technology, Inc., together with its subsidiaries, is in the
business primarily of developing, manufacturing and marketing high performance
computer systems designed to serve a range of multi-media message management,
communications processing and related applications for business and government
users.
Comverse was incorporated in the State of New York in October 1984. Its
principal executive offices are located at 170 Crossways Park Drive, Woodbury,
New York 11797, and its telephone number is (516) 677-7200.
SELLING SHAREHOLDERS
The shares of Common Stock covered by this Prospectus were issued to the
Selling Shareholders by Comverse in exchange for shares of ASIC acquired by
Comverse upon the exercise of options rights contained in the agreement under
which it originally acquired a majority interest in ASIC in April 1992. The
beneficial owners of the shares, Eli T. Fathi and Jean Caseault, are officers,
employees and minority shareholders of ASIC.
The following table identifies each of the Selling Shareholders and sets
forth the number of shares of Common Stock held by each Selling Shareholder,
the resale of which is covered by this Prospectus. To the knowledge of
Comverse, as of the date of this Prospectus, none of the Selling Shareholders
beneficially owns any additional shares of Common Stock. The beneficial
ownership of Common Stock by each of the Selling Shareholders comprises less
than one percent of the Common Stock issued and outstanding at the date of
this Prospectus.
Name of
Selling Shareholder Number of Shares
------------------- ----------------
Eli Fathi Enterprises Inc. 9,626
Jean Caseault 1,070
PLAN OF DISTRIBUTION
The shares of Common Stock covered by this Prospectus may be sold from
time to time by the Selling Shareholders in one or more transactions on the
NASDAQ National Market System or otherwise at market prices then prevailing,
at prices related to the then current market prices or in privately negotiated
transactions. The shares may be sold in whole or in part through (a) ordinary
brokerage transactions and transactions in which the broker solicits
purchasers; (b) purchases by a broker or dealer as principal and resale by
such broker or dealer for its account pursuant to this Prospectus; and (c) a
block trade in which the broker or dealer so engaged will attempt to sell the
shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction. Any brokers or dealers participating
in such transactions may receive commissions from the Selling Shareholders
and, if they act as agent for the purchaser of the shares or resell the shares
acquired as a principal, from the purchasers of the shares. It is anticipated
that the brokers and dealers participating in the sales of the shares will
receive the usual and customary selling commissions and discounts. The
Selling Shareholders and any brokers or dealers that participate in the
distribution of the shares may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with such distribution.
Comverse will pay substantially all of the expenses incident to the offering
and sale of the shares contemplated hereby, other than fees and disbursements
of any special counsel for the Selling Shareholders, and will not receive any
proceeds from the ale of such shares.
- 3 -
<PAGE>
LEGAL MATTERS
Legal matters in connection with the Common Stock offered hereby are
being passed upon for the Company by William F. Sorin, attorney-at-law, 823
Park Avenue, New York, New York 10021. Mr. Sorin is an officer and director
of the Company and the beneficial owner of 25,000 shares of Common Stock
issuable upon exercise of stock options.
EXPERTS
The consolidated financial statements of Comverse and its subsidiaries
included in Comverse's Annual Report on Form 10-K for the year ended December
31, 1994, which has been incorporated herein by reference, have been audited
by Deloitte & Touche L.L.P., independent certified public accountants, whose
reports are also incorporated by reference herein. Such financial statements
are incorporated herein by reference in reliance upon such reports given upon
the authority of such firm as experts in accounting and auditing.
- 4 -
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated expenses in connection
with the offering of the shares of Common Stock registered hereby. All of the
following expenses will be paid by Comverse.
<TABLE>
<S> <C>
Accounting fees and expenses $ 250.00
Legal fees and expenses $ 500.00
Printing expenses $ 300.00
Miscellaneous $ 500.00
---------
Total $1,550.00
</TABLE>
Item 15. Indemnification of Directors and Officers.
-----------------------------------------
The Company has included in its Certificate of Incorporation,
pursuant to Section 402(b) of the Business Corporation Law of the State of New
York, a provision that no director of the Company shall be personally liable
to the Company or its shareholders in damages for any breach of duty as a
director, provided that such provision shall not be construed to eliminate or
limit the liability of any director if a judgment or other final adjudication
adverse to him establishes that his acts or omissions were in bad faith or
involved intentional misconduct or a knowing violation of law, that he
personally gained in fact a financial profit or other advantage to which he
was not legally entitled or that his acts violated Section 719 of the Business
Corporation Law.
The By-Laws of the Company further provide that the Company shall
indemnify its directors and officers, and shall advance their expenses in the
defense of any action for which indemnification is sought, to the full extent
permitted by the Business Corporation Law and when authorized by resolution of
the shareholders or directors of the Company or any agreement providing for
such indemnification or advancement of expenses, provided that no
indemnification may be made to or on behalf of any director or officer if a
judgment or other final adjudication adverse to him establishes that his acts
were committed in bad faith or were the result of active and deliberate
dishonesty material to the cause of action so adjudicated, or that he
personally gained in fact a financial profit or other advantage to which he
was not legally entitled. The Company has entered into indemnity agreements
with each of its directors and officers pursuant to the foregoing provisions
of its By-Laws.
Item 16. Exhibits.
--------
Exhibit
Item Number Description
---- ------ -----------
4. Instruments defining the rights of security
holders, including indentures:
4(A) Excerpts from certificate of incorporation, as
amended.*
4(B) Excerpts from by-laws, as amended.**
4(C) Specimen stock certificate.**
<PAGE>
.4(D) Indenture dated as of November 30, 1993 from Comverse
Technology, Inc. to The Chase Manhattan Bank, N.A.,
Trustee.***
4(E) Specimen 5-1/4% Convertible Subordinated Debenture
due 2003.***
5. 5 Opinion of William F. Sorin, Esq.****
15. Not Applicable.
23. 23.1 Consent of legal counsel included in Exhibit No. 5.
23.2 Consent of Deloitte & Touche.****
24. 24 Not Applicable.
28. Not Applicable.
99. Not Applicable.
_____________________
* Incorporated by reference to Exhibits filed with Annual Report on Form
10-K under the Securities Exchange Act of 1934 for the year ended
December 31, 1994. Exhibit number shown is the Exhibit number of the
document as filed with such Annual Report.
** Incorporated by reference to Exhibits filed with Annual Report on Form
10-K under the Securities Exchange Act of 1934 for the year ended
December 31, 1992. Exhibit number shown is the Exhibit number of the
document as filed with such Annual Report.
*** Incorporated by reference to Exhibits filed with Annual Report on Form
10-K under the Securities Exchange Act of 1934 for the year ended
December 31, 1993. Exhibit number shown is the Exhibit number of the
document as filed with such Annual Report.
**** Filed with this Registration Statement.
Item 17. Undertakings.
------------
(a) (1) The Company undertakes to file, during any period in which
offers or sales are being made hereunder, a post-effective amendment to this
registration statement: (i) to include any prospectus required by Section
10(a)(3) of the Act; (ii) to reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement; (iii) to include any material information with respect
to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement; provided, however, that clauses (1)(i) and (1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
clauses is contained in periodic reports filed by the Company pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) The Company hereby undertakes that, for the purpose of
determining any liability under the Act, each such post-effective amendment
shall be deemed to be a new
II - 2
<PAGE>
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) The Company hereby undertakes to remove from registration by
means of a post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The Company hereby undertakes that, for purposes of determining any
liability under the Act, each filing of the Company's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that
is incorporated by reference in the registration statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any such action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
II - 3
<PAGE>
SIGNATURES
Pursuant to the requirements of Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York on June 15, 1995.
COMVERSE TECHNOLOGY, INC.
By: S/ KOBI ALEXANDER
----------------------
Kobi Alexander, President,
Chairman of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933 this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
S/Kobi Alexander President, Chairman of the Board, June 15, 1995
------------------- Chief Executive Officer and Director
Kobi Alexander (principal executive officer)
S/Igal Nissim Vice President-Finance and- June 15, 1995
------------------- Chief Financial Officer
Igal Nissim (principal financial and
accounting officer)
S/Zvi Alexander Director June 15, 1995
-------------------
Zvi Alexander
S/Sam Oolie Director June 15, 1995
-------------------
Sam Oolie
S/John H. Friedman Director June 15, 1995
-------------------
John H. Friedman
S/William F. Sorin Director June 15, 1995
-------------------
William F. Sorin
S/Yechiam Yemini Director June 15, 1995
-------------------
Yechiam Yemini
II - 4
<PAGE>
INDEX OF EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Item Number Description
- ------ ------- -----------
<C> <C> <S>
4. Instruments defining the rights of security holders,
including indentures:
4(A) Excerpts from certificate of incorporation, as amended.*
4(B) Excerpts from by-laws, as amended.**
4(C) Specimen stock certificate.**
.4(D) Indenture dated as of November 30, 1993 from Comverse
Technology, Inc. to The Chase Manhattan Bank, N.A., Trustee.***
4(E) Specimen 5-1/4% Convertible Subordinated Debenture due 2003.***
5. 5 Opinion of William F. Sorin, Esq.****
15. Not Applicable.
23. 23.1 Consent of legal counsel included in Exhibit No. 5.
23.2 Consent of Deloitte & Touche.****
24. 24 Powers of attorney included in signature page.
28. Not Applicable.
99. Not Applicable.
</TABLE>
_______________________
* Incorporated by reference to Exhibits filed with Annual Report on Form
10-K under the Securities Exchange Act of 1934 for the year ended December 31,
1994. Exhibit number shown is the Exhibit number of the document as filed
with such Annual Report.
** Incorporated by reference to Exhibits filed with Annual Report on Form
10-K under the Securities Exchange Act of 1934 for the year ended December 31,
1992. Exhibit number shown is the Exhibit number of the document as filed
with such Annual Report.
*** Incorporated by reference to Exhibits filed with Annual Report on Form
10-K under the Securities Exchange Act of 1934 for the year ended December 31,
1993. Exhibit number shown is the Exhibit number of the document as filed
with such Annual Report.
**** Filed with this Registration Statement.
<PAGE>
EXHIBIT 5
William F. Sorin
823 Park Avenue
New York, NY 10021
June 16, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D. C. 20549-1004
RE: COMVERSE TECHNOLOGY, INC.
-------------------------
Gentlemen:
The undersigned has acted as legal counsel to Comverse Technology, Inc., a New
York corporation (the "Company"), in connection with the Registration
Statement on Form S-3 (the "Registration Statement") filed by Comverse with
the Securities and Exchange Commission on the date hereof and relating to an
aggregate of 10,696 shares (the "Subject Shares") of the Company's Common
Stock, par value $.10 per share, to be offered for resale by the Selling
Shareholders identified therein.
In the capacity of legal counsel to the Comopany, the undersigned has examined
originals or copies, certified or otherwise identified to the satisfaction of
the undersigned, of such documents, corporate records and other instruments as
the undersigned has deemed necessary for the purpose of rendering this
opinion. In the course of such examinations, the undersigned has assumed the
genuineness of all documents submitted as originals and the conformity to
originals and certified documents of all copies submitted as conformed copies.
Based upon and subject to the foregoing, and assuming that the Registration
Statement becomes and remains effective and that applicable state securities
laws are complied with, the undersigned is of the opinion that the Subject
Shares have been, and upon the resale thereof by the Selling Shareholders
named in the Prospectus included in the Registration Statement will be,
validly issued, fully paid and nonassessable.
The undersigned hereby consents to the filing of this opinion as Exhibit 5 to
the Registration Statement and the reference to the undersigned under the
caption "Legal Matters" in the Prospectus contained therein.
Very truly yours,
William F. Sorin
<PAGE>
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Comverse Technology, Inc. on Form S-3 of our report dated March 4, 1995,
appearing in the Annual Report on Form 10-K of Comverse Technology, Inc. for
the year ended December 31, 1994, and to the reference to us under the heading
"Experts" in the Prospectus, which is part of such Registration Statement.
Deloitte & Touche L.L.P.
New York, New York
June 16, l995
