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. [ ]
_________
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ] _________
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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Title of Proposed Proposed
Each Class Maximum Maximum
of Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share(1) Price(1) Fee
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Common Stock,
$.10 par
value 382,277 shares $33.625 $12,854,064.13 $3,896
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(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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COMVERSE TECHNOLOGY, INC.
FORM S-3
CROSS-REFERENCE SHEET
Item Number and Caption Heading in Prospectus
1. Forepart of the Registration Registration Statement Cover;
Statement and Outside Front Outside Front Cover
Cover Page of Prospectus................. Page of Prospectus
2. Inside Front and Outside Back Inside Front and Outside Back
Cover Pages Of Prospectus............... 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 Available Information;
Information by Reference................ Documents Incorporated by
Reference
13. Disclosure of Commission
Position on Indemnification
for Securities Act Liabilities.......... Inapplicable
<PAGE>
PROSPECTUS
COMVERSE TECHNOLOGY, INC.
382,277 Shares of Common Stock, $.10 par value
This Prospectus relates to 382,277 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
holders named herein (collectively, the "Selling Holders"), who acquired
the Shares from the Company as consideration in the merger of Trout
Acquisition, Inc., a direct wholly owned subsidiary of the Company, with
and into Dale, Gesek, McWilliams & Sheridan, Inc. (the "Merger"), 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 Holders 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 Holders 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 Holders 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.
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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.............. 382,277 shares of Common Stock,
$.10 par value.
Use of Proceeds................. The Company will not receive any
proceeds from the sale by the Selling
Holders of the Common Stock. See
"Use of Proceeds."
Nasdaq National Market Symbol... CMVT
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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.
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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.
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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
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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,
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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.
8
<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 Holders 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.
Low High
1994
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.
9
<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.
10
<PAGE>
SELLING HOLDERS
The Shares were originally issued to the Selling Holders by the
Company pursuant to an Agreement and Plan of Merger dated as of August 7,
1995 by and among the Company, DGM&S, John A. Dale and Rex A. McWilliams
(the "Merger Agreement"). The Merger became effective on August 30, 1995.
Prior to the Merger, both of the Selling Holders were officers of DGM&S,
and after the Merger, Rex A. McWilliams has continued to serve DGM&S as an
officer. As a result of the Merger, the Selling Holders became the
beneficial owners of, in the aggregate, 1,078,944 shares of Common Stock,
which amount is approximately 5.0% of the outstanding Common Stock of the
Company. Under the terms of the Merger Agreement, the Company has agreed to
register for sale the shares issued to the Selling Holders in each of three
separate and sequential registration statements. The Company has further
agreed to use its best efforts to keep each such registration statement
effective until the shares registered thereunder have been sold or become
saleable without registration under the Securities Act. Accordingly,
approximately one-third of the Common Stock issued to the Selling Holders
pursuant to the Merger Agreement is being offered by this Prospectus. The
Selling Holders 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
Holders and the respective principal amounts of shares of Common Stock
beneficially owned by each Selling Holder. Such information has been
obtained from the Selling Holders. Except as otherwise disclosed herein,
none of the Selling Holders has, or within the past three years has had,
any position, office or other material relationship with the Company or any
of its predecessors or affiliates. Because the Selling Holders 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 Holders upon termination of any such sales. In addition, the
Selling Holders identified below may have sold, transferred or otherwise
disposed of all or a portion of their Shares since the date on which they
provided the information regarding their Shares in transactions exempt from
the registration requirements of the Securities Act.
Shares Beneficially Shares Beneficially
Owned Prior to Owned After
Offering Number of Offering (1)
------------------ Shares Being -----------------
Selling Stockholder Number Percent Offered for Sale Number Percent
- ------------------- ------ --------- ---------------- ------- -------
John A. Dale..........364,574 1.7% 190,756 173,818 (2)
Rex A. McWilliams.....366,036 1.7% 191,521 174,515 (2)
- ---------------------
(1) Assumes that the Selling Holders sell all the Shares offered hereby.
(2) Less than 1%.
11
<PAGE>
PLAN OF DISTRIBUTION
The Shares offered hereby may be sold from time to time to purchasers
directly by the Selling Holders, pursuant to this Prospectus or in
transactions exempt from the registration requirements of the Securities
Act. Alternatively, the Selling Holders 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 Holders or the purchasers of Shares for whom
they may act as agents. The Selling Holders 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 Holders 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, each
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 Holders 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 Holders will pay all
underwriting discounts and selling commissions, if any, and any fees and
expenses of counsel, accountants or other agents for the Selling Holders.
The Selling Holders 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 Holders 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.
12
<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.
13
<PAGE>
No dealer, salesperson or any 382,277 Shares
other person has been 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 herein by anyone in any
jurisdiction in which such offer or COMVERSE TECHNOLOGY, INC.
solicitation is not authorized, or
in which the person making the
offer or solicitation is not
qualified to do so, or to any Common Stock
person to whom it is unlawful to ($.10 par value)
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 PROSPECTUS
this 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...................... 9
Price Range of Common Stock and
Dividend Policy................ 9
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......................... $3,896
Legal fees and expenses...................... $1,500
Accounting fees and expenses................. $1,000
Miscellaneous expenses....................... $604
Total.......................... $7,000
======
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).
II-1
<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 in the registration statement.
(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 Securities Exchange Act of 1934) that is incorporated by reference in
this registration statement shall be deemed to be a new
II-2
<PAGE>
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(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.
II-3
<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
II-4
<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)
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<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 382,277 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
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<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
II-7
