As filed with the Securities and Exchange Commission on November 26, 1996
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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
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
President, 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)
Copy to:
William F. Sorin, Esq.
823 Park Avenue New York, NY
10021 (212) 249-0732
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Approximate date of commencement of proposed sale to public: At
such time or times after the Registration Statement becomes effective
as the Selling Holders may determine.
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. [ ]
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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. [ ]
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If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
Proposed
Title of Each Proposed Maximum
Class of Maximum Aggregate Amount of
Securities to Amount to be Offering Offering Registration
be Registered Registered Per Share(1) Price(1) Fee
- ------------- ------------ ------------ ----------- ------------
Common Stock, 5,500 shares $33.625 $184,937.50 $57
$.10 par value
(1) Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457(c) under the Securities Act of 1933,
based upon the average of the high and low sales prices quoted on
the Nasdaq National Market on November 22, 1996.
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 the Registration Statement shall become effective on
such date as the Commission, acting pursuant to said Section 8(a), may
determine.
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<PAGE>
COMVERSE TECHNOLOGY, INC.
FORM S-3
CROSS-REFERENCE SHEET
Item Number and Caption Heading in Prospectus
- ----------------------- ---------------------
1. Forepart of the Registration
Statement and Outside Front Cover
Page of Prospectus..................... Registration Statement Cover;
Outside Front Cover Page
of Prospectus
2. Inside Front and Outside Back
Cover Pages Of Prospectus.............. Inside Front and Outside Back
Cover Pages of Prospectus;
Available Information
3. Summary Information; Risk Factors
and Ratio of Earnings to
Fixed Charges.......................... Summary; Risk Factors
4. Use of Proceeds......................... Use of Proceeds
5. Determination of Offering Price......... Inapplicable
6. Dilution................................ Inapplicable
7. Selling Security Holders................ Selling Holders
8. Plan of Distribution.................... Registration Statement Cover
Page; Outside Front Cover Page
of Prospectus; Selling Holders;
Plan of Distribution
9. Description of Securities to be
Registered............................. Outside Front Cover Page of
Prospectus; Description of
Capital Stock
10. Interests of Named Experts and
Counsel............................... Legal Matters; Experts
11. Material Changes....................... Recent Developments
12. Incorporation of Certain Information
by Reference........................... Available Information;
Documents Incorporated by
Reference
13. Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities........................... Inapplicable
<PAGE>
PROSPECTUS
COMVERSE TECHNOLOGY, INC.
5,500 Shares of Common Stock, $.10 par value
This Prospectus relates to 5,500 shares (the "Shares") of Common
Stock, $.10 par value ("Common Stock") of Comverse Technology, Inc.
(the "Company"). The Shares may be offered and sold from time to time
by the holder named herein ("Selling Holder"), who acquired the Shares
from the Company in exchange for the shares of Applied Silicon Inc.
Canada ("ASIC") held by the Selling Holder, pursuant to this
Prospectus and an accompanying supplement (a "Prospectus Supplement"),
if required. The Common Stock of the Company is traded on the Nasdaq
National Market under the symbol "CMVT." On November 22, 1996, the
last reported sale price of the Common Stock on the Nasdaq National
Market was $34-1/8 per share.
The Shares may be sold by the Selling Holder from time to time
directly to purchasers or through underwriters, dealers or agents. See
"Plan of Distribution." If required, the names of any such
underwriters, dealers or agents involved in the sale of the Shares in
respect of which this Prospectus is being delivered and the applicable
underwriter's discount, dealer's purchaser price or agent's
commission, if any, will be set forth in a Prospectus Supplement.
The Selling Holder will receive all of the net proceeds from the
sale of the Shares and will pay all underwriting discounts and selling
commissions, if any, applicable to the sale of the Shares. The Company
is responsible for payment of all other expenses incident to the offer
and sale of the Shares.
The Selling Holder and any underwriters, dealers or agents which
participate in the distribution of the Shares may be deemed to be
"underwriters" within the meaning of the Securities Act, and any
commission received by them and any profit on the resale of the Shares
purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act. See "Plan of Distribution" for a
description of indemnification arrangements.
Prospective investors should consider carefully
the matters discussed under the caption "Risk
Factors" on page 4.
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.
November 26, 1996
<PAGE>
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 and information
statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements and
other information filed by the Company can be inspected and copied at
the public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Washington, D.C., as well as the regional offices
of the Commission located at 500 West Madison Street, Chicago,
Illinois, and Seven World Trade Center, New York, New York. Copies of
such material can be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates. The Commission also maintains a World Wide Web site
that contains reports, proxy and information statements and other
materials that are filed through the Commission's Electronic Data
Gathering, Analysis and Retrieval System. This Web site can be
accessed at http://www.sec.gov.
The Company has filed with the Commission a Registration
Statement on Form S-3 (together with all amendments and exhibits
thereto, the "Registration Statement") under the Securities Act with
respect to the securities offered by this Prospectus. This Prospectus
does not contain all of the information set forth or incorporated by
referenced in the Registration Statement and the exhibits and
schedules relating thereto, certain portions of which have been
omitted as permitted by the rules and regulations of the Commission.
For further information with respect to the Company and the securities
offered by this Prospectus, reference is made to the Registration
Statement and the exhibits filed or incorporated as a part thereof,
which are on file at the offices of the Commission and may be obtained
upon payment of the fee prescribed by the Commission, or may be
examined without charge at the offices of the Commission. Statements
contained in this Prospectus as to the contents of any documents
referred to are not necessarily complete and, in each instance, are
qualified in all respects by reference to the applicable documents
filed with the Commission.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents previously filed with the Commission
(File No. 0-15502) are hereby incorporated by reference into this
Prospectus: (i) the Company's Annual Report on Form 10-K for the year
ended December 31, 1995, (ii) the Company's Quarterly Reports on Form
10-Q for the quarters ended March 31, 1996, June 30, 1996, and
September 30, 1996, (iii) the Company's Current Report on Form 8-K,
dated October 10, 1996 and (iv) 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
subsequently filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act prior to the termination of the offering
to which this Prospectus relates shall be deemed to be incorporated by
reference into this Prospectus and to be part hereof from the date of
filing thereof.
Any statement contained in a document 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 incorporated
herein modifies or replaces such statement. Any statement so modified
or superseded shall not be deemed, in its unmodified form, to
constitute a part of this Prospectus. The Company will provide without
charge to each person to whom a copy of the Prospectus has been
delivered, and who makes a written or oral request, a copy of any and
all of the foregoing documents incorporated by reference in the
Prospectus (other than exhibits unless such exhibits are specifically
incorporated by reference into such documents). Requests should be
submitted in writing or by telephone to Vice President, Corporate and
Marketing Communications, Comverse Technology, Inc., at the Company's
executive offices located at 170 Crossways Park Drive, Woodbury, NY
11797, telephone (516) 677-7200.
No person is authorized in connection with any offering made hereby to
give any information or to make any representation other than as
contained in this Prospectus and, if given or made, such information
or representation must not be relied upon as having been authorized by
the Company, any Selling Holder or any Underwriter. This Prospectus
does not constitute an offer to sell or a solicitation of an offer to
buy any of the securities offered hereby to any person in any
jurisdiction in which it is unlawful to make any such offer or
solicitation. Neither the delivery of this Prospectus nor any sale
made hereunder shall under any circumstance imply that there has been
no change in the affairs of the Company since the date hereof.
<PAGE>
SUMMARY
The following summary does not purport to be complete and is
qualified in its entirety by the more detailed information, including
"Risk Factors" and consolidated financial statements, appearing
elsewhere in this Prospectus or incorporated herein by reference. When
used in this Prospectus or incorporated herein by reference, the words
"expects," "anticipates," "estimates" and similar expressions are
intended to identify forward-looking statements. Such statements,
which include statements contained in "Risk Factors," are subject to
risks and uncertainties, including those set forth under "Risk
Factors" and elsewhere in this Prospectus, that could cause actual
results to differ materially from those projected. These forward-
looking statements speak only as of the date of this Prospectus. The
Company expressly disclaims any obligation or undertaking to release
publicly any updates or revisions to any forward-looking statement
contained herein to reflect any change in the Company's expectations
with regard thereto or any change in events, conditions or
circumstances on which any statement is based.
The Company
Comverse Technology, Inc. (the "Company"), together with its
subsidiaries, designs, develops, manufactures, markets and supports
special purpose computer and telecommunications systems and software
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
design and development of software for "advanced intelligent network"
architecture and services and the manufacture of special purpose
systems for telephone answering service bureaus.
The Company was incorporated in New York in October 1984. The
Company's principal executive offices are located at 170 Crossways
Park Drive, Woodbury, New York 11797, and its telephone number is
(516) 677-7200.
The Offering
Securities Offered........... 5,500 shares of Common Stock, $.10 par value.
Use of Proceeds.............. The Company will not receive any proceeds
from the sale by the Selling Holder of the
Common Stock. See "Use of Proceeds."
Nasdaq National Market
Symbol...................... CMVT
<PAGE>
RISK FACTORS
In evaluating the Company's business, prospective investors
should carefully consider the following risk factors in addition to
the other information presented in this Prospectus.
Competition; Technological Change
The markets for the Company's products are highly competitive and
there are many competing products offering a broad range of features
and capacities. Many of the Company's present and potential
competitors are considerably larger than the Company, are more
established, have a larger installed base of customers and have
greater financial, technical, marketing and other resources. The
industries in which the Company competes are characterized by rapid
technological change, and future technological developments could
render the Company's products uneconomical or obsolete. The Company's
success will depend, to a considerable extent, upon its ability to
continue to develop competitive products through research and
development efforts.
The voice processing and message management industry has
experienced a continuing evolution of product offerings and
alternatives for delivery of services. These trends have affected and
may be expected to have a significant continuing influence on
conditions in the industry, although the impact on the industry
generally and on the Company's position in the industry cannot be
predicted with assurance. Rapid and significant change in the industry
makes planning decisions more difficult and increases the risk
inherent in the planning process.
The market for telecommunications monitoring systems is also in a
period of significant transition. Budgetary constraints, uncertainties
resulting from the introduction of new technologies in the
telecommunications industry and shifts in the pattern of government
expenditures resulting from geopolitical events have increased
uncertainties in the market, resulting in certain instances in the
attenuation of government procurement programs beyond their originally
expected performance periods and an increased incidence of delay,
cancellation or reduction of planned projects. Competitive conditions
in this sector have also been affected by the increasing use by
certain potential government customers of their own internal
development resources rather than outside vendors to provide certain
technical solutions, and by the efforts of government contractors,
particularly developers and integrators of technology products, to
redirect their marketing strategies and product plans in reaction to
cut-backs in their traditional areas of focus, resulting in an
increase in the number of competitors and the range of products
offered in response to particular requests for proposals. The lack of
predictability in the timing and scope of government procurements have
similarly made planning decisions more difficult and have increased
the associated risks.
Emphasis on Large System Installations
The Company has historically derived a significant portion of its
sales and operating profit from contracts for large system
installations with customers in both the commercial and government
sectors. While the growth of the Company's business has reduced its
dependence on any specific customers, it continues to emphasize large
capacity systems in its product development and marketing strategies.
Contracts for large installations typically involve a lengthy and
complex bidding and selection process, and the ability of the Company
to obtain particular contracts is inherently difficult to predict. In
addition, users of large-scale systems, such as telephone companies,
typically require systems that provide an exceptionally high level of
reliability. Such systems are typically more costly to design, build
and support.
Although the Company believes that opportunities for large
installations will continue to grow in both its commercial and
government markets, and the Company intends to continue to expand its
research and development, manufacturing, sales and marketing and
product support capabilities in anticipation of such growth, such
growth may in fact not take place. In addition, the timing and scope
of these opportunities and the pricing and margins associated with any
eventual contract award are difficult to forecast, and may vary
substantially from transaction to transaction. The Company's future
operating results may accordingly exhibit a higher degree of
volatility than the operating results of competitors that have adopted
different strategies such as focusing on corporate voice messaging
systems, and than the Company has experienced in prior periods. The
degree of dependence by the Company on large orders, and the
investment required to enable the Company to perform such orders,
without assurance of continuing order flow from the same customers and
predictability of gross margins on any future orders, increase the
risk associated with its business.
<PAGE>
Acquisitions and Management of Growth
The Company is experiencing rapid growth and is planning
significant growth both through internal expansion and acquisitions.
The Company regularly examines opportunities to acquire additional
companies, businesses, technologies or product lines. Although the
Company's management believes that acquisitions present potentially
cost-effective opportunities for growth, they also present significant
financial, operational and legal risks to the Company. In order to
maintain and improve operating results, the Company's management will
be required to manage growth and expansion effectively. As the Company
continues to expand, it may become more difficult to manage
geographically dispersed operations. In addition, there can be no
assurance that the Company will be able to effectively and profitably
integrate into the Company any operations that are acquired in the
future or that any future acquisitions will not have a material
adverse effect on the Company's operating results or on the market
price of the Common Stock, particularly during the periods immediately
following such acquisitions. The Company's failure to effectively
manage growth, including growth resulting from acquisitions, could
have a material adverse effect on the Company's results of operations
and financial condition.
Cash Management and Investment Activities
The Company maintains a portion of its assets in a variety of
financial instruments, including government obligations, commercial
paper, bank time deposits, money-market accounts and common and
preferred stocks, both for purposes of cash management and, to some
extent, as strategic and portfolio investments. Such activities
subject the Company to the risks inherent in the capital markets
generally, and to the performance of other businesses over which its
has no direct control. In 1994, the Company organized a wholly owned
subsidiary through which it has made several investments in
early-stage technology ventures and other private and publicly-traded
companies, primarily in Israel. The Company has recently held
discussions with a substantial financial concern regarding the
expansion of these activities through joint participation in early-
stage technology ventures, primarily in Israel. Subject to the
favorable outcome of these discussions and related conditions, the
Company has earmarked up to $15 million for this joint participation,
to be invested periodically as appropriate opportunities are
identified. The Company believes that its investments enable it to
participate in technology innovation opportunities in areas of
interest to it without having to dedicate the capital and management
resources that would be necessary for comparable internal research and
development efforts, to initiate relationships that may result in
eventual expansion of its product and marketing positions and
potential acquisition opportunities, and to leverage its technological
expertise and established relationships in the technology, business
and financial communities to identify and participate in special
opportunities. Investments in early-stage technology ventures,
however, are subject to a number of risks due to, among other things,
the limited operating history of such ventures and the frequent
illiquidity of such investments. While the Company does not regard its
portfolio and strategic investment activities as a primary element of
its overall business plan, it expects to continue to allocate some of
its liquid assets, comprising a portion of funds not required for
working capital or acquisition plans, for these purposes and, in
particular, to increase its holdings in Israeli technology companies
as part of its long-term growth strategy. Given the magnitude of the
Company's liquid assets relative to its overall size, the results of
its operations in the future may, to a greater degree than in the
past, be affected by the results of the Company's capital management
and investment activities and the risks associated with those
activities.
Substantial Leverage
The Company has a significant amount of indebtedness outstanding.
As of June 30, 1996, after giving effect to the sale of the Company's
5-3/4% Debentures and the application of the net proceeds thereof, the
Company's total consolidated long-term indebtedness would have been
approximately $160.5 million. The degree to which the Company is
leveraged could have important consequences to holders of the Shares,
including that (i) the ability of the Company to obtain any necessary
additional financing in the future for working capital, capital
expenditures, debt service requirements or other purposes may be
limited, and if the Company is able to obtain such additional
financing, the terms of such financing may not be favorable to the
Company; (ii) a substantial portion of the Company's cash flow from
operating activities must be dedicated to the payment of the principal
of and interest on its outstanding indebtedness and will not be
available for other purposes; (iii) the Company's level of
indebtedness could limit its flexibility in operating, or reacting to
changes in, its business; (iv) the Company is more highly leveraged
than some of its competitors, which may place it at a competitive
disadvantage; and (v) the Company's high level of indebtedness could
make it more vulnerable in the event of a downturn in its business.
<PAGE>
Subsidiary Operations
A majority of the Company's research and development and
manufacturing operations are conducted through subsidiaries, as are
certain of its marketing operations. The Company is by contract
limited in the amount of dividends it can receive from one of its
significant subsidiaries to an annual amount not in excess of 75% of
the net income of such subsidiary. In addition, because such
subsidiary has received certain benefits under the laws relating to
its status as an "Approved Enterprise" (as defined below), the payment
of dividends to the Company may subject such subsidiary to certain
Israeli taxes to which it would otherwise not be subject. The
Company's Israeli subsidiaries are required under Israeli law to
withhold for tax purposes, at a rate of up to 25%, cash dividends paid
to foreign residents. Under the United States-Israel Tax Treaty, a
12.5% Israeli dividend withholding tax would apply to dividends paid
to a U.S. corporation (such as the Company) that owns 10% or more of
an Israeli company's voting stock for, in general, the current and
preceding tax years of the Israeli company. Dividends on income
derived from an "Approved Enterprise" are subject to a 15% dividend
withholding tax. The Company has also granted options to certain of
its officers to purchase equity in certain of its subsidiaries; if
such options are exercised, the Company's participation in any future
distributions by such subsidiaries will be reduced.
Operations in Israel; Reduced Government Subsidies
A significant portion of the Company's research and development
and manufacturing operations are located in the State of Israel and
may be affected by regulatory, political, military and economic
conditions in that country. The Company's historical operating results
reflect substantial benefits from programs sponsored by the Israeli
government for the support of research and development, as well as
favorable tax rates available to "Approved Enterprises" in Israel. The
Israeli government has indicated its intention to reexamine certain of
its policies in these areas. It recently acted to increase, from
between 2% and 3% of associated product sales to between 3% and 5% of
associated product revenues (including service and other related
revenues), the annual rate of royalties to be applied to repayment of
benefits under the conditional grant program administered by the
Office of the Chief Scientist of the Ministry of Industry and Trade, a
program in which the Company has regularly participated and under
which it continues to receive significant benefits through
reimbursement of qualified research and development expenditures. The
Company's repayment of amounts received under the program will be
accelerated through these higher royalty rates until repayment is
completed. The Israeli authorities have also indicated that this
funding program may be further reduced in the future. The Israeli
government has also shortened the period of the tax moratorium
applicable to "Approved Enterprises" from four years to two years.
Although this change does not affect the tax status any of the
Company's current projects, it will apply to any future "Approved
Enterprises" of the Company.
If further changes in the law or government policies regarding
those programs were to result in their termination or adverse
modification, or if the Company were to become unable to participate
in or take advantage of those programs, the cost to the Company of its
operations in Israel would materially increase and there would be an
adverse effect on the results of the Company's operations as a whole.
To the extent the Company increases its activities outside the State
of Israel, which could result from, among other things, future
acquisitions, such increased activities will not be eligible for
programs sponsored by the State of Israel. Accordingly, the effective
cost to the Company of its future research and development activities
in particular, and its operations in general, could significantly
increase.
In addition, because the development of several of the Company's
products was financed under programs supported by the government of
Israel, those products may not be manufactured, nor may the technology
embodied in the products be transferred, outside of Israel without
appropriate governmental approvals. Under recent regulations, such
approval, if granted, may be conditioned, among other things, upon
significantly higher royalty payments to the Israeli government.
Although the Company's operations have not been adversely
affected by political or military conditions in Israel, a disruption
of the Company's normal operations in Israel due to political,
military or other conditions would have a material adverse effect on
the Company's business, financial condition and results from
operations.
Finally, general inflation in Israel and increases in the cost of
attracting and retaining qualified scientific, engineering and
technical personnel in Israel, where the demand for such personnel is
growing rapidly with the expansion of high technology industries, has
increased the Company's cost of operations in Israel. These increases
have not been offset by proportional devaluations of the Israeli
shekel relative to the U.S. dollar and, as a result, have had a
negative impact on the
<PAGE>
Company's overall results of operations. Continued increases in the
Company's shekel-denominated costs without corresponding devaluation
would continue to have an adverse effect on the Company's operating
results.
Dependence on Key Personnel; Stock Options
The continuing success of the Company will depend, to a
considerable extent, on the contributions of its senior management and
key employees, many of whom would be difficult to replace, and on the
Company's ability to attract and retain qualified employees in all
areas of its business. Competition for such personnel is intense,
particularly in the computer and telecommunications industries. In
order to attract and retain talented and qualified personnel, and to
provide incentives for their performance, the Company has emphasized
the award of stock options as an important element of its compensation
program, including, in the case of certain key management level
personnel, options to purchase shares in certain of the Company's
subsidiaries. If such options are exercised, the Company's
participation in any future distributions by such subsidiaries will be
reduced.
Increased Costs of Operations
The Company has significantly increased its expenditures in all
areas of its operations during recent periods, including the areas of
research and development and marketing and sales, and the Company
plans to significantly increase these expenditures during future
periods.
The short- and long-term competitiveness of the Company's product
offerings and the Company's ability to take advantage of future growth
opportunities in both the commercial and government sectors will
depend upon its ability to enhance the range of features and
capabilities of its existing product lines, develop new generations of
its products and expand its marketing, sales and product support
capabilities in a number of world markets. The failure of the Company
to make such expenditures in sufficient amounts, or to realize benefit
from such expenditures, could have a material adverse effect on the
Company's business, financial condition and results from operations.
International Operations
The Company currently derives a majority of its sales from
customers outside of the United States. International transactions
involve particular risks, including political decisions affecting
tariffs and trade conditions, rapid and unforeseen changes in economic
conditions in individual countries, turbulence in foreign currency and
credit markets, and increased costs resulting from lack of proximity
to the customer.
Volatility in international currency exchange rates may also have
a significant impact on the Company's operating results. Since the
Company hedges the exchange rate risks associated with long-term
contracts denominated in foreign currencies only to a limited extent,
operating results can be affected by the impact of currency
fluctuations as well as the cost of such hedging.
Risks of Government Business
The Company derives a significant portion of its sales from the
supply of systems under government contracts. Government contracts
are, in general, subject to special risks, such as delays in funding;
termination of contracts or subcontracts for the convenience of the
government; termination, reduction or modification of contracts or
subcontracts in the event of changes in the government's policies or
as a result of budgetary constraints; obligations for performance
guarantees and restrictions on the draw-down of funds subject to
achievement of performance milestones; requirements to obtain and
maintain security clearances for operating subsidiaries and key
personnel; and increased or unexpected costs resulting in losses or
reduced profits under fixed price contracts.
Patents and Proprietary Rights
Although the Company uses what it believes to be customary and
appropriate measures to protect its technology, these measures may not
be successful, and competitors of the Company may be able to develop
similar technology independently. The Company currently holds three
U.S. patents, two of which apply to the integration of voice and image
(facsimile) technologies utilized by the Company in certain of its
products. The Company has filed other patent applications; however,
<PAGE>
no assurance can be given that patents will be issued on the basis of
such applications or that, if patents are issued, the claims allowed
will be sufficiently broad to protect the Company's technology. In
addition, no assurance can be given that any patents issued to the
Company will not be challenged, invalidated or circumvented or that
the rights granted under the patents will provide significant benefits
to the Company.
The Company and its customers from time to time receive
communications from third parties, including some of the Company's
competitors, alleging infringement by the Company of such parties'
patent rights. Although such communications are common in the computer
and telecommunications industries and the Company has in the past been
able to obtain any necessary licenses on commercially reasonable
terms, there can be no assurance that the Company would prevail in any
litigation to enjoin the Company from selling certain of its products
on the basis of such alleged infringement, or that the Company would
be able to license any valid patents on reasonable terms.
Volatility of Share Price
The trading price of the Company's shares may be affected by the
factors noted above as well as prevailing economic and financial
trends and conditions in the public securities markets. During recent
periods, share prices of companies in technology and government
contracting businesses, and particularly smaller and medium-sized
publicly traded companies such as the Company, have exhibited a high
degree of volatility. Shortfalls in revenues or earnings from the
levels anticipated by the public markets could have an immediate and
significant effect on the trading price of the Company's shares in any
given period. Such shortfalls may result from events that are beyond
the Company's immediate control, can be unpredictable and, since a
significant proportion of the Company's sales during each fiscal
quarter tend to occur in the latter stages of the quarter, may not be
discernible until the end of a financial reporting period, which may
contribute to the volatility of the trading value of its shares
regardless of the Company's long-term prospects. The trading price of
the Company's shares may also be affected by developments, including
reported financial results and fluctuations in trading prices of the
shares of other publicly-held companies in the voice processing
industry, which may not have any direct relationship with the
Company's business or prospects.
<PAGE>
RECENT DEVELOPMENTS
In October 1996, the Company issued and sold $115,000,000
aggregate principal amount of 5-3/4% Debentures. In addition, the
Company has called the 5-1/4% Convertible Subordinated Debentures due
2003 (the "5-1/4 Debentures") for redemption on December 5, 1996. The
5-1/4% Debentures called for redemption are convertible into the
Company's Common Stock at the option of the holder until November 25,
1996. Based on current market prices, the Company expects that
substantially all the 5-1/4% Debentures called for redemption by the
Company will have been converted into Common Stock by such time. There
can be no assurance, however, that any or all the 5-1/4% Debentures
will be converted into Common Stock.
USE OF PROCEEDS
The Selling Holder will receive all of the net proceeds from the
Shares sold pursuant to this Prospectus.
PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY
The Company's Common Stock is traded on the Nasdaq National
Market under the symbol "CMVT." The following table sets forth, for
the periods indicated, the range of high and low closing sales prices
for the Common Stock, as reported by Nasdaq.
1994 Low High
First Quarter....................................... $ 8.00 $ 15.63
Second Quarter...................................... 8.25 10.50
Third Quarter....................................... 8.75 11.13
Fourth Quarter...................................... 9.88 14.25
1995
First Quarter....................................... $ 11.00 $ 14.63
Second Quarter...................................... 13.25 18.25
Third Quarter....................................... 17.14 23.38
Fourth Quarter...................................... 19.94 25.69
1996
First Quarter....................................... $ 16.63 $ 25.13
Second Quarter...................................... 23.38 31.19
Third Quarter....................................... 23.75 41.38
Fourth Quarter (through
November 22)...................................... 32.56 38.13
On November 22, 1996, the last reported sale price of the Common
Stock on the Nasdaq National Market was $34.125. As of November 22,
1996, there were approximately 1,800 holders of record of the Common
Stock.
The Company has never declared or paid dividends on its capital
stock and does not anticipate paying any dividends in the foreseeable
future. The Company currently intends to retain its earnings, if any,
to finance the development and growth of its business.
<PAGE>
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists of
100,000,000 shares of Common Stock, par value $.10 per share, and
2,500,000 shares of preferred stock, par value $.01 share ("Preferred
Stock"). As of November 22, 1996, there were issued and outstanding
21,732,970 shares of Common Stock. As of June 30, 1996, 2,731,055
shares were reserved for issuance pursuant to outstanding options. In
July 1996, an additional 459,027 options were granted. In addition,
3,096,744 shares are reserved for issuance pursuant to the 5-1/4%
Debentures, and 2,185,792 shares of Common Stock reserved for issuance
pursuant to the 5-3/4% Debentures. No shares of Preferred Stock have
been issued to date.
All outstanding shares of Common Stock are fully paid and
nonassessable. Holders of Common Stock have no preemptive, redemption
or conversion rights, and are entitled to one vote for each share held
on each matter submitted to a vote of shareholders. Cumulative voting
for the election of directors is not permitted. Holders of the Common
Stock are entitled to receive ratably such dividends as may be
declared by the Board of Directors out of funds legally available
therefor, subject to the rights and preferences of the holders of any
Preferred Stock. On liquidation of the Company, after payment of all
indebtedness and the liquidation preference to holders of any
Preferred Stock, the assets of the Company will be distributed pro
rata to the holders of the Common Stock.
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.
American Stock Transfer & Trust Company, New York, New York,
serves as the transfer agent and registrar for the Common Stock.
<PAGE>
SELLING HOLDERS
The Shares were originally issued to the Selling Holder by the
Company pursuant to a letter agreement dated as of March 14, 1996 (the
"Letter Agreement") in exchange for shares of ASIC held by the Selling
Holder (the "Exchange"). The Selling Holder is a former officer,
employee and minority shareholder of ASIC. Immediately following the
Exchange, the Selling Holder was the beneficial owner of, in the
aggregate, 5,500 shares of Common Stock, which amount is less than one
percent of the outstanding Common Stock of the Company. Under the
terms of the Letter Agreement, the Company has agreed to register the
Shares for sale in a registration statement. The Company has further
agreed to use its best efforts to keep each such registration
statement effective until the shares registered thereunder have been
sold or become saleable without registration under the Securities Act.
The Selling Holder may from time to time offer and sell pursuant to
this Prospectus any or all of the Shares.
The following table sets forth information with respect to the
Selling Holder and the principal amount of shares of Common Stock
beneficially owned by the Selling Holder. Such information has been
obtained from the Selling Holder. Except as otherwise disclosed
herein, the Selling Holder does not have, and within the past three
years has not had, any position, office or other material relationship
with the Company or any of its predecessors or affiliates. Because the
Selling Holder may offer all or some portion of the Shares pursuant to
this Prospectus, no estimate can be given as to the amount of the
Shares that will be held by the Selling Holder upon termination of any
such sales. In addition, the Selling Holder identified below may have
sold, transferred or otherwise disposed of all or a portion of his
Shares since the date on which he provided the information regarding
his Shares in transactions exempt from the registration requirements
of the Securities Act.
Shares Number Shares
Beneficially of Beneficially
Owned Prior to Shares Owned After
Offering Being Offering(1)
-------------- Offered --------------
Selling Stockholder Number Percent for Sale Number Percent
- ------------------- ------ ------- --------- ------ -------
Jean Caseault................5,500 (2) 5,500 -- --
- ------------------
(1) Assumes that the Selling Holder sells all the Shares offered hereby.
(2) Less than 1 percent.
<PAGE>
PLAN OF DISTRIBUTION
The Shares offered hereby may be sold from time to time to
purchasers directly by the Selling Holder. Alternatively, the Selling
Holder may from time to time offer the Shares to or through
underwriters, dealers or agents, who may receive compensation in the
form of underwriting discounts, concessions or commissions from the
Selling Holder or the purchasers of Shares for whom they may act as
agents. The Selling Holder and any underwriters, dealers or agents
which participate in the distribution of Shares may be deemed to be
"underwriters" within the meaning of the Securities Act and any profit
on the sale of Shares by them and any discounts, commissions,
concessions or other compensation received by any such underwriter,
dealer or agent may be deemed to be underwriting discounts and
commissions under the Securities Act.
The Shares may be sold from time to time in one or more
transactions at fixed prices, at prevailing market prices at the time
of sale, at varying prices determined at the time of sale or at
negotiated prices. The sale of the Shares may be effected in
transactions (which may involve crosses or block transactions) (i) on
any national securities exchange or quotation service on which the
Common Stock may be listed or quoted at the time of sale, (ii) in the
over-the-counter market, (iii) in transactions otherwise than on such
exchanges or in the over-the-counter market or (iv) through the
writing of options. At the time a particular offering of Shares is
made, a Prospectus Supplement, if required, will be distributed which
will set forth the aggregate amount and type 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
terms constituting compensation from the Selling Holder and any
discounts, commissions or concessions allowed or reallowed or paid to
dealers.
To comply with the securities laws of certain jurisdictions, if
applicable, the Shares will be offered or sold in such jurisdictions
only through registered or licensed brokers or dealers.
Under applicable rules and regulations under the Exchange Act,
any person engaged in a distribution of the Common Stock may not
simultaneously engage in market-making activities with respect to such
securities for a period of two or nine business days prior to the
commencement of such distribution. In addition to and without limiting
the foregoing, the Selling Holder and any other person participating
in a distribution will be subject to applicable provisions of the
Exchange Act and the rules and regulations thereunder which provisions
may limit the timing of purchases and sales of any of the securities
by the Selling Holder or any such other person. All of the foregoing
may affect the marketability of the Shares and brokers' and dealers'
ability to engage in market-making activities with respect to these
securities.
Pursuant to the Merger Agreement, all expenses of the
registration of the Shares will be paid by the Company, including,
without limitation, Commission filing fees and expenses of compliance
with state securities or "blue sky" laws; provided, however, that the
Selling Holder will pay all underwriting discounts and selling
commissions, if any, and any fees and expenses of counsel, accountants
or other agents for the Selling Holder. The Selling Holder will be
indemnified by the Company against certain civil liabilities,
including certain liabilities under the Securities Act, or will be
entitled to contribution in connection therewith. The Company will be
indemnified by the Selling Holder against certain civil liabilities,
including certain liabilities under the Securities Act, or will be
entitled to contribution in connection therewith.
LEGAL MATTERS
Certain legal matters with respect to the validity of the
securities offered hereby will be 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 the
exercise of stock options.
<PAGE>
EXPERTS
The consolidated financial statements of Comverse Technology,
Inc. as of December 31, 1995 and 1994 and for each of the three years
in the period ended December 31, 1995 incorporated by reference herein
and in the Registration Statement have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their reports which are
incorporated by reference herein and in the Registration Statement.
Such financial statements are incorporated by reference herein and in
the Registration Statement in reliance upon such reports given upon
the authority of such firm as experts in accounting and auditing.
<PAGE>
=================================== ===================================
No dealer, salesperson or
any other person has been 5,500 Shares
authorized to give any
information or to make any
representations other than
those contained in this
Prospectus, and, if given or
made, such information or
representations must not be
relied upon as having been
authorized by the Company.
This Prospectus does not
constitute an offer to sell, or
a solicitation of an offer to
buy the securities described COMVERSE TECHNOLOGY, INC.
herein by anyone in any
jurisdiction in which such
offer or solicitation is not
authorized, or in which the
person making the offer or Common Stock
solicitation is not qualified to ($.10 par value)
do so, or to any person to
whom it is unlawful to make
such offer or solicitation.
Under no circumstances shall
the delivery of this Prospectus
or any sale made pursuant to
this Prospectus create any -----------------
implication that the
information contained in this PROSPECTUS
Prospectus is correct as of November 26, 1996
any time subsequent to the
date of this Prospectus. -----------------
-----------------
TABLE OF CONTENTS
Page
----
Available Information............2
Documents Incorporated by
Reference........................2
Summary..........................3
Risk Factors.....................4
Recent Developments..............9
Use of Proceeds.................10
Price Range of Common Stock
and
Dividend Policy..............10
Description of Capital Stock....10
Selling Holders.................11
Plan of Distribution............12
Legal Matters...................12
Experts.........................13
=================================== ===================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the various expenses to be paid by
the Registrant in connection with the sale and distribution of the
securities being registered, other than underwriting discounts and
commissions. All of the amounts shown are estimated except the
Securities and Exchange Commission registration fee.
SEC registration fee....................... $57
Legal fees and expenses.................... $1,400
Accounting fees and expenses............... $1,000
Miscellaneous expenses..................... $543
Total...................................... $3,000
======
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 No. Description of Exhibit
---------- ----------------------
4.1 Excerpts from Certificate of Incorporation of
Registrant (incorporated by reference to
Exhibit 4(A) to the Registrant's Registration
Statement on Form S-1, Registration No.
33-9147).
4.2 Excerpts from Certificate of Amendment of
Certificate of Incorporation of Registrant
effective February 26, 1993 (incorporated by
reference to Exhibit 4(A)(1) to the
Registrant's Annual Report on Form 10-K for
the year ended December 31, 1992, File No.
0-15502).
4.3 Excerpts from Certificate of Amendment of
Certificate of Incorporation of Registrant
effective January 12, 1995 (incorporated by
reference to Exhibit 4(A)(2) to the
Registrant's Annual Report on Form 10-K for
the year ended December 31, 1994, File No.
0-15502).
<PAGE>
4.4 Excerpts from By-laws of Registrant, as
amended (incorporated by reference to Exhibit
4(B) to the Registrant's Annual Report on
Form 10-K for the year ended December 31,
1992, File No. 0-15502).
4.5 Specimen Common Stock certificate
(incorporated by reference to Exhibit 4(C)(1)
to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1992,
File No. 0-15502).
5 Opinion of William F. Sorin, Esq.
23.1 Consent of William F. Sorin, Esq. (included
as part of Exhibit 5 hereto)
23.2 Consent of Deloitte & Touche LLP
24 Powers of Attorney (included on signature
pages)
Item 17. Undertakings.
(a) 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:
(i) to include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of this registration statement (or the
most recent post-effective amendment hereto) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in the
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
registration statement;
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in this
registration statement or any material change to such information
in this registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
will not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to section 13
or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference.
(2) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered herein, 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.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the
<PAGE>
Securities Exchange Act of 1934) that is incorporated by reference in
this 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.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant 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 of whether such indemnification
by it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
(i) The undersigned registrant hereby undertakes that:
(1) for purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of
prospectus filed as part of this registration statement in reliance
upon Rule 430A and contained in a form of prospectus filed by the
registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the
Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective; and
(2) for purposes of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a
form of prospectus 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the 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 November 26, 1996
COMVERSE TECHNOLOGY, INC.
By: /s/ Kobi Alexander
------------------
Kobi Alexander
President, Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned directors and officers of Comverse
Technology, Inc., do hereby constitute and appoint Kobi Alexander and
William F. Sorin, and each of them, our true and lawful attorneys and
agents, to do any and all acts and things in our names and on our
behalf in our capacities as directors and officers and to execute any
and all instruments for us and in our names in the capacities
indicated below, which said attorneys and agents, or either of them,
may deem necessary or advisable to enable said Corporation to comply
with the Securities Act of 1933 and any rules, regulations and
requirements of the Securities and Exchange Commission in connection
with this registration statement, including specifically, but without
limitation, power and authority to sign for us or any of us in our
names in the capacities indicated below, any and all amendments
(including post-effective amendments) hereto; and we do hereby ratify
and confirm all that said attorneys and agents, or either of them,
shall do or cause to be done by virtue thereof.
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.
Signature Title Date
--------- ----- ----
/s/ Kobi Alexander President, Chairman of the November 26, 1996
- ------------------ Board and Chief Executive
Kobi Alexander Officer; Director
/s/ Igal Nissim Vice President, Finance November 26, 1996
- --------------- Chief Financial and
Igal Nissim Accounting Officer
/s/ Zvi Alexander Director November 26, 1996
- ----------------
Zvi Alexander
/s/ John H. Friedman Director November 26, 1996
- --------------------
John H. Friedman
/s/ Sam Oolie Director November 26, 1996
- -------------
Sam Oolie
/s/ William F. Sorin Director November 26, 1996
- --------------------
William F. Sorin
/s/ Yechiam Yemini Director November 26, 1996
- -----------------
Yechiam Yemini
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
- ----------- ----------------------
4.1 Excerpts from Certificate of Incorporation of
Registrant (incorporated by reference to Exhibit 4(A)
to the Registrant's Registration Statement on Form S-1,
Registration No. 33-9147).
4.2 Excerpts from Certificate of Amendment of Certificate
of Incorporation of Registrant effective February 26,
1993 (incorporated by reference to Exhibit 4(A)(1) to
the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1992, File No. 0-15502).
4.3 Excerpts from Certificate of Amendment of Certificate
of Incorporation of Registrant effective January 12,
1995 (incorporated by reference to Exhibit 4(A)(2) to
the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1994, File No. 0-15502).
4.4 Excerpts from By-laws of Registrant, as amended
(incorporated by reference to Exhibit 4(B) to the
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1992, File No. 0-15502).
4.5 Specimen Common Stock certificate (incorporated by
reference to Exhibit 4(C)(1) to the Registrant's Annual
Report on Form 10-K for the year ended December 31,
1992, File No. 0-15502).
5 Opinion of William F. Sorin, Esq.
23.1 Consent of William F. Sorin, Esq. (included as part of
Exhibit 5 hereto)
23.2 Consent of Deloitte & Touche LLP
24 Powers of Attorney (included on signature pages)
<PAGE>
EXHIBIT 5
William F. Sorin
823 Park Avenue
New York, NY 10021
November 26, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 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 5,500 shares (the "Subject
Shares") of the Company's Common Stock, par value $.10 per share, to
be offered for resale by the Selling Shareholder identified therein.
In the capacity of legal counsel to the Company, 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 Shareholder 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 AUDITOR'S 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 1, 1996, appearing in the Annual Report on Form 10-K of Comverse
Technology, Inc. for the year ended December 31, 1995, and to the
reference to us under the heading "Experts" in the Prospectus, which
is part of this Registration Statement.
DELOITTE & TOUCHE LLP
New York, New York
November 25, 1996
<PAGE>
