As filed with the Securities and Exchange Commission on August 31, 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 (I.R.S. Employer
of Incorporation or Organization) Identification No.)
170 Crossways Park Drive
Woodbury, New York 11797
(516) 677-7200
(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) 677-7200
(Name, Address, Including Zip Code, and Telephone Number,
Including Area 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 during the one year period following the effective
date of this Registration Statement as determined by the Selling
Shareholders on the basis of market conditions and other factors.
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 ]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for
the same offering. [ ] _____
<PAGE>
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ] _____
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]
<TABLE>
CALCULATION OF REGISTRATION FEE
____________________________________________________________________________________________
<CAPTION>
Proposed Maximum Proposed Maximum Amount of
Title of Shares Amount to be Offering Price Aggregate Registration
to be Registered Registered Per Unit <F1> Offering Price<F1> Fee
<S> <C> <C> <C> <C> <C>
____________________________________________________________________________________________
Common Stock, 348,334 shares $19.1875 $6,683,659 $2,305
par value $.10
per share
_____________________________________________________________________________________________
<FN>
<F1> Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457(c), based upon the average of the high
and low sales price quoted on the Nasdaq National Market System
on August 28, 1995.
</FN>
</TABLE>
____________________
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states
that this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until
this Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
______________________________________________________________________
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR
AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS
BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE
SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO
THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS
PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION
OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN
ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL
PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF
ANY SUCH STATE.
Subject to Completion, August 31, 1995
PROSPECTUS
COMVERSE TECHNOLOGY, INC.
348,334 Shares of Common Stock
($.10 par value)
This Prospectus relates to 348,334 shares (the "Shares") of the Common
Stock, par value $.10 per share ("Common Stock"), of Comverse
Technology, Inc. ("the "Company"). The Shares are being offered by
one or more shareholders of the Company (the "Selling Shareholders")
who acquired the Shares from the Company as consideration in the
merger of Trout Acquisition Inc., a direct wholly owned subsidiary of
the Company, with and into Dale, Gesek, McWilliams & Sheridan, Inc.
(the "Merger").
The Selling Shareholders may sell the Shares from time to time
following the date of effectiveness of the registration statement on
Form S-3 (the "Registration Statement") filed with the Securities and
Exchange Commission (the "Commission") of which this Prospectus is a
part, in one or more transactions in their discretion and for their
own account until the Shares are sold or become salable without
registration under Rule 144 of the Securities Act of 1933 (the
"Securities Act") or otherwise. The Shares may be sold on the Nasdaq
National Market System, through brokers or dealers, or otherwise
through sales pursuant to Rule 144, where applicable. The Shares may
also be offered in one or more underwritten offerings, on a firm
commitment or best efforts basis. See "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 Company will not receive any of the proceeds from the sale of the
Shares by the Selling Shareholders.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
No dealer, salesperson or any individual has been authorized to give
any information, or to make any representations, other than those
contained or incorporated by reference in this Prospectus or in a
Prospectus Supplement, in connection with the offer made by this
Prospectus and any Prospectus Supplement, 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 or any Prospectus Supplement nor any sale
made hereunder or thereunder shall, under any circumstances, create an
implication that there has been no change in the affairs of the
Company since the date hereof or thereof or that the information
contained or incorporated by reference herein or therein is correct as
of any time subsequent to the date hereof or thereof. This Prospectus
and any Prospectus Supplement shall not constitute an offer to sell or
a solicitation of an offer to buy any of the Shares in any
jurisdiction to any person to whom it is unlawful to make such an
offer or solicitation in such jurisdiction.
The date of this Prospectus is _______, 1995.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
in accordance therewith, files reports, proxy statements, information
statements and other information with the Securities and Exchange
Commission. All such reports, proxy statements, information
statements and other information filed with the Commission concerning
the Company can be inspected and copied at public reference facilities
maintained by the Commission at Room 1024, 450 Fifth Street N.W.,
Washington, D.C. 20549, and at the Commission's regional offices
located at Seven 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 can be obtained upon written request
addressed to the Commission, Public Reference Section, 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. The Common
Stock is traded in the over-the-counter market and is quoted on the
Nasdaq National Market System under the trading symbol CMVT.
The Company has filed with the Commission a registration
statement on Form S-3 (herein together with all amendments and
exhibits, referred to as the "Registration Statement") under the
Securities Act. This Prospectus does not contain all of the
information set forth in the Registration Statement, certain parts of
which are omitted in accordance with the rules and regulations of the
Commission. For further information, reference is hereby made to the
Registration Statement, which may be obtained from the Commission at
its principal office in Washington, D.C. upon payment of charges
prescribed by the Commission.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed by the Company with the Commission
pursuant to Section 13 of the Exchange Act (File No. 0-15502) are
incorporated herein by reference:
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;
3. The Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1995; and
4. 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 pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Prospectus, and 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 of this Prospectus from the date of filing of such documents.
Any statement contained in this Prospectus, any Prospectus
Supplement, or in a document incorporated or deemed to be incorporated
by reference herein or therein shall be deemed to be modified or
superseded for purposes of this Prospectus and any Prospectus
Supplement to the extent that a statement contained in this
Prospectus, any Prospectus Supplement, or in any subsequently filed
document which also is or is deemed to be incorporated by reference
herein or therein 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 or any
Prospectus Supplement.
The Company will provide without charge to each person, including
any beneficial owner, to whom a copy of this Prospectus is delivered,
upon the written or oral request of any such person, a copy of any or
all of the documents incorporated herein, except the exhibits to such
documents (unless such exhibits are specifically incorporated by
reference into such documents). The Company will also promptly
furnish on written request, without charge, a copy of its most recent
Annual Report to Shareholders. Written requests for such copies
should be directed to Director of Shareholder Communications, Comverse
Technology, Inc., 170 Crossways Park Drive, Woodbury, New York 11797.
Telephone requests for such copies should be directed to Director of
Shareholder Communications at (516) 677-7200.
THE COMPANY
Comverse Technology, Inc., designs, develops, manufactures,
markets and supports special purpose computer and telecommunications
systems for multimedia communications and information processing
applications. The Company's systems are used in a broad range of
applications by fixed and wireless telephone network operators,
government agencies, financial institutions and other public and
commercial organizations worldwide. Through subsidiaries, the Company
is also involved in the provision of computer design and consulting
services, the operation of a telemessaging service bureau in Israel
and capital market activities for its own account.
The Company 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.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of
the Shares by the Selling Shareholders.
SELLING SHAREHOLDERS
The Shares offered by this Prospectus were initially issued to
the Selling Shareholders pursuant to an Agreement and Plan of Merger
dated August 7, 1995 (the "Merger Agreement") by and among the
Company, Dale, Gesek, McWilliams & Sheridan, Inc. ("DGM&S") and the
then-shareholders of DGM&S. The Merger became effective on August 30,
1995. Each of such DGM&S shareholders is referred to individually
herein as a "Selling Shareholder," and all of such DGM&S shareholders
are referred to collectively herein as the "Selling Shareholders."
Immediately following the Merger, the Selling Shareholders were the
beneficial owners of, in the aggregate, 1,045,000 shares of the
Company's Common Stock, which amount is approximately 4.9% of the
outstanding Common Stock of the Company. Under the terms of the
Merger Agreement, the Company has agreed to register for sale up to
one-third of the Shares issued to the Selling Shareholders in each of
three separate and sequential Registration Statements. The Company
has further agreed to use its best efforts to keep each such
Registration Statement effective until the Shares registered thereby
have been sold or become salable without registration under the
Securities Act. Accordingly, only one-third of the Common Stock of
the Company issued to the Selling Shareholders as a result of the
Merger is being offered by this Prospectus. Because a Selling
Shareholder may offer pursuant to this Prospectus all or some part of
the Shares, and because the offering may or may not be an underwritten
offering, no estimate can be given of the number of Shares to be
offered for sale by a Selling Shareholder or as to the number of
Shares that will be held by a Selling Shareholder upon termination of
such offering. See "Plan of Distribution."
None of the Selling Shareholders has had any position, office or
other material relationship with the Company or any of its
predecessors or affiliates within the past three years except as a
party to the Merger Agreement, and except that Rex A. McWilliams who
has been President of DGM&S since 1980 and a Director, holds the same
positions with DGM&S after the Merger. Since 1990 until the effective
date of the Merger, John A. Dale was the Chairman of the Board of
Directors of DGM&S.
The following table identifies each of the Selling Shareholders
and sets forth the number of shares of Common Stock beneficially owned
by each Selling Shareholder, the number of shares of Common Stock
offered by this Prospectus, and the percentage ownership by each
Selling Shareholder of the Company's Common Stock.
<TABLE>
<CAPTION>
Total Shares of Shares of Company Common Percentage
Company Common Stock Offered by Ownership After
Stock this Prospectus Offering<F1>
<S> <C> <C> <C>
John A. Dale 521,455 173,819 1.65%
Rex A. McWilliams 523,545 174,515 1.65%
<FN>
<F1>Assumes that the Selling Shareholder sells all shares offered by
this Prospectus.
</FN>
</TABLE>
Other information relating to any Selling Shareholder will be set
forth in a Prospectus Supplement as necessary.
PLAN OF DISTRIBUTION
The shares of Common Stock offered by this Prospectus may be sold
from time to time following the effective date of the Registration
Statement by the Selling Shareholders in one or more transactions.
The Shares may be sold on the Nasdaq National Market System, through
brokers or dealers, or otherwise through sales pursuant to Rule 144 of
the Securities Act of 1933, where applicable. The Shares may also be
offered in one or more underwritten offerings, on a firm commitment or
best efforts basis. The Company will receive no proceeds from the
sale of the Shares by the Selling Shareholders.
Under the terms of the Merger Agreement, the Company agreed to
file separate and sequential Registration Statements with the
Commission for each of the three years following the effective date of
the Merger. Each such Registration Statement, including the
Registration Statement filed with the Commission in connection with
this Prospectus, registers, or will register, one-third of the shares
of the Company's Common Stock received by the Selling Shareholders in
the Merger. The Company further agreed to use best efforts to
maintain the effectiveness of each such Registration Statement until
the shares registered thereby have been sold or become salable without
registration under the Securities Act.
Any underwriters, dealers, brokers or agents participating in the
distribution of the Shares may receive compensation in the form of
underwriting discounts, concessions, commissions or fees from a
Selling Shareholder and/or purchasers of Shares, for whom they may
act. In addition, a Selling Shareholder and any such underwriters,
dealers, brokers or agents that participate in the distribution of
Shares may be deemed to be underwriters under the Securities Act, and
any profits on the sale of Shares by them and any discounts,
commissions or concessions, received by any of such persons may be
deemed to be underwriting discounts and commissions under the
Securities Act. Those who act as underwriter, broker, dealer or agent
in connection with the sale of the Shares will be selected by a
Selling Shareholder and may have other business relationships with the
Company and its subsidiaries of affiliates in the ordinary course of
business.
At any time a particular offer of Shares is made by a Selling
Shareholder, if required a Prospectus Supplement will forth the
identity of, and certain information relating to, such Selling
Shareholder, the aggregate amounts of Shares being offered and the
terms of the offering, including the name or names of any
underwriters, dealers or agents, any discounts, commissions and other
items constituting compensation from such Selling Shareholder and any
discounts, commissions or concessions allowed or reallowed or paid to
dealers. Such Prospectus Supplement, and if necessary, a post-
effective amendment to the Registration Statement of which this
Prospectus is a part, will be filed with the Commission to reflect the
disclosure of additional information with respect to the distribution
of the Shares.
The Merger Agreement provides that all expenses incurred by the
Company in connection with the preparation of a Registration
Statement, including, without limitation, registration, qualification,
and filing fees, printing expenses, and fees and expenses of counsel
and accountants for the Company, shall be borne by the Company;
provided, however, that all underwriting discounts and selling
commissions applicable to the sale of Shares and any fees and expenses
of counsel, accountants, or other agents for the Selling Shareholders
in connection with a registration hereunder shall be borne by the
Selling Shareholders.
The Merger Agreement further provides that the Company indemnify
the Selling Shareholders against certain liabilities, including
liabilities under the Securities Act. The Merger Agreement also
provides for the indemnification of the Company by a Selling
Shareholder for certain liabilities, including liabilities under the
Securities Act.
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists of
100,000,000 shares of Common Stock, par value $0.10 per share, and
2,500,000 shares of preferred stock, par value $0.01 share ("Preferred
Stock").
The holders of outstanding shares of Common Stock are entitled to
one vote for each share held of record on all matters submitted to a
vote of stockholders. Holders of Common Stock are entitled to receive
ratably such dividends as may be declared by the Board of Directors
out of funds legally available therefor. The Company has not declared
a cash dividend in the last ten years. In the event of the
liquidation, dissolution or winding-up of the Company, holders of
Common Stock are entitled to share ratably in all assets remaining
after the payment of liabilities. Holders of Common Stock have no
preemptive rights to subscribe for additional shares of Common Stock.
All outstanding shares of Common Stock are fully paid and
nonassessable.
The Company may issue the Preferred Stock in one or more series.
The Board of Directors is authorized to determine, with respect to
each series of Preferred Stock which may be issued, the powers,
designations, preferences, and rights of the shares of such series and
the qualifications, limitations, or restrictions thereof, including
any dividend rate, redemption rights, liquidation preferences, sinking
fund terms, conversion rights, voting rights and any other preferences
or special rights and qualifications. The effects of any issuance of
the Preferred Stock upon the rights of holders of the Common Stock
depends upon the respective powers, designations, preferences, rights,
qualifications, limitations and restrictions of the shares of one or
more series of Preferred Stock as determined by the Board of
Directors. Such effects might include dilution of the voting power of
the Common Stock, the subordination of the rights of holders of Common
Stock to share in the Corporation's assets upon liquidation, and
reduction of the amount otherwise available for payment of dividends
on Common Stock.
LEGAL MATTERS
Legal matters in connection with the Common Stock offered hereby
are being passed upon by Munger, Tolles & Olson, 355 S. Grand Ave.,
35th Floor, Los Angeles, California, 90071.
EXPERTS
The consolidated financial statements of the Company and its
subsidiaries included in the Company'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 LLP, independent
certified public accountants, whose reports are also incorporated by
reference herein. Such financial statements are incorporated by
reference in reliance upon the reports given upon the authority of
such firm as experts in accounting and auditing.
<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.
SEC Registration Fee $ 2,305
Accounting fees and expenses 250
Legal fees and expenses 7,000
Miscellaneous 445
Total $10,000
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 (the "Business Corporation Law"), 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 established 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
Number Description
5 Opinion of Munger, Tolles & Olson.
23.1 Consent of Munger, Tolles & Olson (contained in Exhibit 5).
23.2 Consent of Deloitte & Touche LLP.
24 Power of Attorney (see signature page).
Item 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made hereunder, a post-effective amendment to this registration
statement 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;
(2) That, for the purpose of determining any liability under the
Act, each such post-effective amendment 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.
(3) 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; and
(4) 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.
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.
<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 Woodbury, State
of New York, on August 28, 1995.
COMVERSE TECHNOLOGY, INC.
By: /s/ KOBI ALEXANDER
Kobi Alexander, President
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
Each of the undersigned hereby constitutes and appoints Kobi
Alexander, with full power of substitution and resubstitution, as such
person's true and lawful attorney-in-fact and agent, in such person's
name and on such person's behalf, in any and all capacities, to sign
any and all amendments to this Registration Statement, including any
post-effective amendments, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission.
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 August 28, 1995
Kobi Alexander the Board, Chief Executive
Officer and Director
(principal executive officer)
/s/Igal Nissim Vice President-Finance and August 28, 1995
Igal Nissim Chief Financial Officer
(principal financial and
accounting officer)
/s/Zvi Alexander Director August 28, 1995
Zvi Alexander
/s/Sam Oolie Director August 28, 1995
Sam Oolie
/s/John H. Friedman Director August 28, 1995
John H. Friedman
/s/William F. Sorin Director August 28, 1995
William F. Sorin
/s/Yechiam Yemini Director August 28, 1995
Yechiam Yemini
EXHIBIT 5
MUNGER, TOLLES & OLSON
355 S. Grand Avenue, 35th Floor
Los Angeles, California 90071-1560
August 31, 1995
Comverse Technology, Inc.
170 Crossways Park Drive
Woodbury, New York 11797
Re: Registration Statement on Form S-3
Gentlemen:
This opinion is rendered in connection with the filing by
Comverse Technology, Inc., a New York corporation (the "Company"), of
its Registration Statement on Form S-3 (the "Registration Statement")
with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, with respect to the offer and sale by certain of
your shareholders (the "Selling Shareholders") of up to 348,334 shares
of the Company's Common Stock, par value of $.10 per share (the
"Shares"). We have acted as counsel to the Company in connection with
the preparation of the Registration Statement.
In our capacity as such counsel, we are familiar with the
proceedings taken and to be taken by the Company in connection with
the authorization and issuance of the Shares by the Company and the
sale of the Shares by the Selling Shareholders. In addition, we have
made such legal and factual examinations and inquiries, including an
examination of originals (or copies certified or otherwise identified
to our satisfaction as being true reproductions of originals) of such
documents, corporate records and other instruments, and have obtained
from officers of the Company and agents thereof such certificates and
other representations and assurances, as we have deemed necessary or
appropriate for the purposes of this opinion.
In such examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as
originals, the legal capacity of natural persons executing such
documents and the authenticity and conformity to original documents of
documents submitted to us as certified or photostatic copies. We have
also assumed that the compilation of New York law as set forth in
Prentice-Hall Information Services, Corporation Statutes, Volume 6
reviewed by us accurately and completely sets forth New York law
applicable to the opinions herein.
Based upon the foregoing, we are of the opinion that the Shares
have been duly authorized, and upon issuance, delivery and payment
therefor, will be validly issued, fully paid and nonassessable.
Our opinion herein is limited to the effect on the subject
transaction of the federal law of the United States and the law of the
State of New York. We assume no responsibility regarding the
applicability to, or the effect thereon, of the laws of any other
jurisdiction.
We consent to your filing this opinion as an exhibit to the
Registration Statement and to the reference to our firm contained
under the heading "Legal Matters" of the prospectus included therein.
Very truly yours,
MUNGER, TOLLES & OLSON
/s/ Munger, Tolles & Olson
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 this Registration Statement.
Deloitte & Touche LLP
/s/Deloitte & Touche LLP
New York, New York
August 30, 1995
