<PAGE>
Registration No. 33-29292
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________
POST-EFFECTIVE AMENDMENT NO. 8
TO
FORM S-8
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, NY 11797
----------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
1984 Incentive Stock Option Plan
1987 Stock Option Plan
----------------------
(Full title of the plans)
Kobi Alexander
Chairman of the Board and Chief Executive Officer
Comverse Technology, Inc.
170 Crossways Park Drive
Woodbury, New York 11797
------------------------
(Name and address of agent for service)
516-677-7200
------------
(Telephone number, including area code, of agent for service)
Copies to:
William F. Sorin, Esq.
823 Park Avenue
New York, New York 10021
This Post-Effective Amendment to the Registration Statement shall hereafter
become effective in accordance with the provisions of Rule 464 of the General
Rules and Regulations under the Securities Act of 1933, as amended.
<PAGE>
PROSPECTUS
----------
10,000 SHARES
COMVERSE TECHNOLOGY, INC.
COMMON STOCK
__________________
This Prospectus relates to an aggregate of 10,000 shares of Common
Stock, par value $0.10 per share ("Common Stock"), of Comverse Technology, Inc.
("Comverse" or the "Company"), issuable upon the exercise of options which have
been granted pursuant to the Company's 1987 Stock Option Plan and which may be
offered for resale from time to time by Mr. Carmel Vernia (the "Registering
Shareholder") in his discretion and for his own account. It is anticipated that
the Registering Shareholder 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 Registering
Shareholder will be borne by him. 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 Registering Shareholder and any broker-dealers executing sale
orders on behalf of the Registering Shareholder 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 September 12, 1995 the closing price of the Common Stock as reported
by the NASDAQ National Market System was $23-1/4 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 September 15, 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 Registering Shareholder. 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 Reports on Form 10-Q for the quarters ended
March 31, 1995 and June 30, 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.
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, 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 operations of a telemessaging
services bureau in Israel and capital market activities for its own account.
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.
REGISTERING SHAREHOLDER
The following table sets forth, as to the Registering Shareholder, (i) his
name and position with the Company, (ii) the number of shares of Common Stock
beneficially owned by him prior to this offering, (iii) the number of shares
which may be sold by him pursuant to this offering and (iv) the number of
shares, and the percentage of the total number of shares issued and outstanding
represented by such shares, beneficially owned by him assuming the sale of all
shares which may be sold pursuant to this Prospectus:
<TABLE>
<CAPTION>
Shares Beneficially
Number of Shares Number of Owned after Offering*
Beneficially Owned Shares ----------------------
Name and Position Prior to Offering* Offered Number Percent**
------------------------- ------------------ --------- ---------- ----------
<S> <C> <C> <C> <C>
Carmel Vernia
Chief Operating Officer 212,500 10,000 202,500* ***
---------------------
</TABLE>
* Consists entirely of shares issuable upon the exercise of stock options.
Does not include 62,500 shares issuable upon the exercise of options which
become exercisable more than 60 days after the date hereof.
** Based on 21,164,070 shares issued and outstanding on September 12, 1995,
excluding, except as otherwise noted, shares issuable upon the exercise of
stock options.
*** Less than one percent of total shares outstanding.
PLAN OF DISTRIBUTION
The Registering Shareholder has advised the Company that he intends to sell
the shares offered hereby from time to time in the over-the-counter market at
prices prevailing in such market at the time of sale. The Registering
Shareholder may also sell all or any portion of such shares from time to time in
private transactions. Any such transactions may be effectuated directly or
through broker-dealers, who may act as agent or as principal. The Registering
Shareholder and any broker-dealers participating in such transactions may be
deemed to be underwriters within the meaning of the Securities Act.
Broker-dealers participating in such transactions as agent may receive
commissions from the Registering Shareholder or from the other parties to the
transactions. Usual and customary brokerage fees will be paid by the
Registering Shareholder. Broker-dealers who acquire shares as principal may
thereafter resell such shares in the over-the-counter market, in negotiated
- 3 -
<PAGE>
transactions or otherwise at market prices prevailing at the time of sale. Any
commissions paid or any discounts or concessions allowed to such broker-dealers,
and, if any such broker-dealers purchase shares as principal, any profits
received by them on the resale of such shares, may be deemed to be underwriting
compensation within the meaning of the Securities Act.
The Company will receive no part of the proceeds of any sales of shares
made hereunder, except insofar as the amount due to the Company upon the
exercise of any stock option in payment of the purchase price of the underlying
shares may be deemed to be paid to the Company out of the proceeds of the sale
of such shares hereunder.
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 REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Information Incorporated by Reference.
-------------------------------------
There are hereby incorporated by reference in this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1994, filed pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act");
(b) All other reports and other documents filed by the Company
pursuant to Section l3(a) or l5(d) of the Exchange Act since December 31, 1994;
and
(c) The description of the Company's Common Stock contained in its
Registration Statement on Form 8-A dated March 16, 1987, filed pursuant to
Section 12(b) or (g) of the Exchange Act.
All documents filed by the Company pursuant to Sections l3(a), l3(c),
l4 and l5(d) of the Exchange Act after the date of this Registration Statement
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
Registration Statement and to be a part hereof from the date of filing of such
documents.
Item 4. Description of Securities.
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Counsel for the Company, William F. Sorin, 823 Park Avenue, New York,
New York 10021, has rendered an opinion to the effect that the Common Stock
offered hereby will, when issued in accordance with the Company's 1987 Stock
Option Plan, be legally and validly issued, fully-paid and nonassessable. 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.
Item 6. 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
<PAGE>
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 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
Item 8. 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.**
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.***
10(K) 1984 Incentive Stock Option Plan.****
10(ddd) 1987 Stock Option Plan.**
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.
(Footnotes appear on following page)
II-2
<PAGE>
(Footnotes to exhibit table on preceding page)
* 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.
**** Incorporated by reference to Exhibits filed with Registration Statement on
Form S-1 under the Securities Act of 1933, Registration No. 33-9147. Exhibit
number shown is the Exhibit number of the document as filed with such
Registration Statement.
***** Filed with this Post-Effective Amendment.
Item 9. 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 posteffective 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 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
II-3
<PAGE>
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-4
<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-8 and has duly caused this Amendment No. 8 to
the 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
September 14, 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 Amendment
No. 8 to the 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, September 14, 1995
----------------
Kobi Alexander Chief Executive Officer and Director
(principal executive officer)
S/Igal Nissim Vice President-Finance and- September 14, 1995
------------- Chief Financial Officer
Igal Nissim (principal financial and
accounting officer)
S/Sam Oolie________* Director September 14, 1995
-----------
Sam Oolie
S/William F. Sorin ___* Director September 14, 1995
-------------------
William F. Sorin
S/Yechiam Yemini____* Director September 14, 1995
----------------
Yechiam Yemini
* By: S/Kobi Alexander
-------------------
Kobi Alexander
Attorney-in-Fact
II-5
<PAGE>
INDEX OF EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Item Number Description
------ ------- -----------
<S> <C> <C>
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.***
10(K) 1984 Incentive Stock Option Plan.****
10(ddd) 1987 Stock Option Plan.**
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.
**** Incorporated by reference to Exhibits filed with Registration Statement
on Form S-1 under the Securities Act of 1933, Registration No. 33-9147. Exhibit
number shown is the Exhibit number of the document as filed with such
Registration Statement.
***** Filed with this Post-Effective Amendment.
<PAGE>
EXHIBIT 5
William F. Sorin
823 Park Avenue
New York, NY 10021
Telephone: (212) 249-0732
Facsimile: (212) 249-5364
September 14, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D. C. 20549-1004
RE: COMVERSE TECHNOLOGY, INC.
-------------------------
Gentlemen:
I have acted as legal counsel to Comverse Technology, Inc., a New York
corporation (the "Company"), in connection with the registration, pursuant to a
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended, of an aggregate of 21,446,880 shares of
Common Stock of the Company, par value $0.01 per share ("Common Stock"),
issuable upon the exercise of options ("Options") which have been or may be
granted under the Company's 1984 Incentive Stock Option Plan and 1987 Stock
Option Plan (the "Plans"), including the registration for resale, pursuant to a
prospectus prepared in accordance with Part I of Form S-3, of an aggregate of
10,000 shares of Common Stock, as set forth in Post-Effective Amendment No. 8 to
the Registration Statement.
I have examined originals, or copies certified to my satisfaction, of the
Certificate of Incorporation and By-Laws of the Company, the minutes and other
records of the proceedings of the Board of Directors and of the Stockholders of
the Company, the Plans and such other documents, corporate and public records,
agreements, and certificates of officers of the Company and of public and other
officials, and I have considered such questions of law, as I have deemed
necessary as a basis for the opinions hereinafter expressed. In such
examination I have assumed the genuineness of all signatures and the
authenticity of all documents submitted to me as originals and the conformity to
original documents of all documents submitted to me as certified or photostatic
copies.
Based on and subject to the foregoing, I hereby advise you that, in my opinion,
the issuance of shares of Common Stock, upon exercise of the Options in
accordance with the provisions and subject to the conditions set forth in the
Plans and in the agreements executed thereunder governing the issuance and
exercise of the Options, has been duly authorized and, when the consideration
for such shares has been received by the Company and such shares have been
issued in accordance with and subject to such terms and conditions, such shares
of Common Stock will be legally issued, fully paid and nonassessable.
I hereby consent to the reference to the undersigned under the caption "Legal
Matters" in the Prospectus included in the Registration Statement.
Very truly yours,
William F. Sorin
<PAGE>
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post Effective Amendment
No. 8 to Registration Statement No. 33-29292 of Comverse Technology, Inc. on
Form S-8 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
September 14, l995
