As filed with the Securities and Exchange Commission on May 1, 1998
Registration No. 333-44429
- - --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
(Post-Effective Amendment No. 1)
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
----------------------
COMVERSE TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
New York 13-3238402
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
170 Crossways Park Drive
Woodbury, NY 11797
(Address of Principal Executive Offices)
----------------------
Boston Technology, Inc. 1989 Stock Option Plan
Boston Technology, Inc. 1992 Directors' Stock Option Plan
Boston Technology, Inc. 1994 Stock Incentive Plan
Boston Technology, Inc. 1995 Director Stock Option Plan
Boston Technology, Inc. Amended and Restated 1996 Stock Incentive Plan
Nonstatutory Stock Option Agreement
Comverse Technology, Inc. 1987 Stock Option Plan
Comverse Technology, Inc. 1994 Stock Option Plan
Comverse Technology, Inc. 1995 Stock Option Plan
Comverse Technology, Inc. 1996 Stock Option Plan
Comverse Technology, Inc. 1997 Stock Incentive Compensation Plan
Comverse Technology, Inc. 1997 Employee Stock Purchase Plan
(Full title of the plans)
----------------------
Kobi Alexander
Chairman of the Board and Chief Executive Officer
Comverse Technology, Inc.
170 Crossways Park Drive
Woodbury, New York 11797
(516) 677-7200
(Name, address and telephone number, including area code, of agent for service)
----------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF SECURITIES:
PROMPTLY AFTER FILING OF THIS REGISTRATION STATEMENT.
----------------------
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=====================================================================================================================
Proposed Proposed
Amount to maximum maximum
Title of each class of be registered(1) offering price per aggregate offering Amount of
securities to be registered security(2) price(2) registration fee(3)
- - ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $0.10 per share.. 9,500,343 $47 5/16 $449,484,978.19 $132,598.07
=====================================================================================================================
</TABLE>
(1) Includes 177,013 shares, 68,250 shares, 488,475 shares, 195,000 shares,
1,853,581 shares, 17,895 shares, 1,114,109 shares, 845,670 shares, 990,350
shares, 1,000,000 shares, 2,500,000 shares and 250,000 shares registered
under the Boston Technology, Inc. 1989 Stock Option Plan, Boston Technology,
Inc. 1992 Directors' Stock Option Plan, Boston Technology, Inc. 1994 Stock
Incentive Plan, Boston Technology, Inc. 1995 Director Stock Option Plan,
Boston Technology, Inc. Amended and Restated 1996 Stock Incentive Plan,
Nonstatutory Stock Option Agreement, Comverse Technology, Inc. 1987 Stock
Option Plan, Comverse Technology, Inc. 1994 Stock Option Plan, Comverse
Technology, Inc. 1995 Stock Option Plan, Comverse Technology, Inc. 1996
Stock Option Plan, Comverse Technology, Inc. 1997 Stock Incentive
Compensation Plan and Comverse Technology, Inc. 1997 Employee Stock Purchase
Plan, respectively. (2) Estimated solely for purposes of calculating the
registration fee required by Section 6(b) of the Securities Act of 1933, as
amended (the "Securities Act"), and calculated pursuant to Rule 457(h) under
the Securities Act. Pursuant to Rule 457(h)(1) under the Securities Act, the
proposed maximum aggregate offering price of the Common Stock was calculated
in accordance with Rule 457(c) under the Securities Act as: (a) $47 5/16,
the average of the high and low prices per share of the Registrant's Common
Stock on April 30, 1998, as reported in The Wall Street Journal, multiplied
by (b) 9,500,343, the maximum number of shares of the Registrant's Common
Stock issuable under the plans covered by this Registration Statement. (3)
$57,101.30 of such registration fee was paid by the Company on January 16,
1998.
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<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information required in Part I to be contained in the Section
10(a) prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act of 1933, as amended, and the "Note" to Part I
of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Comverse Technology, Inc., a New York corporation ("Comverse" or the
"Registrant"), hereby incorporates by reference into this Registration Statement
the following documents previously filed with the Securities and Exchange
Commission (the "SEC") pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"):
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1997;
(b) All other reports and other documents filed by the Registrant
pursuant to Section 13(a) or 15(d) of the Exchange Act since
December 31, 1997; and
(c) The description of the Registrant's Common Stock contained in
its Registration Statement on Form 8-A filed with the SEC on
March 17, 1987.
All documents subsequently filed by the Registrant pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or that
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently filed
document which also is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
<PAGE>
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Counsel for the Company, William F. Sorin, 823 Park Avenue,
New York, New York 10021, has rendered an opinion to the effect that the Common
Stock offered hereby will, when issued in accordance with the Boston Technology,
Inc. 1989 Stock Option Plan, Boston Technology, Inc. 1992 Directors' Stock
Option Plan, Boston Technology, Inc. 1994 Stock Incentive Plan, Boston
Technology, Inc. 1995 Director Stock Option Plan, Boston Technology, Inc.
Amended and Restated 1996 Stock Incentive Plan, Nonstatutory Stock Option
Agreement, Comverse Technology, Inc. 1987 Stock Option Plan, Comverse
Technology, Inc. 1994 Stock Option Plan, Comverse Technology, Inc. 1995 Stock
Option Plan, Comverse Technology, Inc. 1996 Stock Option Plan, Comverse
Technology, Inc. 1997 Stock Incentive Compensation Plan and Comverse Technology,
Inc. 1997 Employee Stock Purchase Plan be legally and validly issued, fully-paid
and nonassessable. Mr. Sorin is an officer and director of the Company and the
beneficial owner of 25,000 shares of Common Stock issuable upon exercise of
stock options.
Item 6. Indemnification of Directors and Officers
The Company has included in its Certificate of Incorporation,
pursuant to Section 402(b) of the Business Corporation Law of the State of New
York, a provision that no director of the Company shall be personally liable to
the Company or its shareholders in damages for any breach of duty as a director,
provided that such provision shall not be construed to eliminate or limit the
liability of any director if a judgment or other final adjudication adverse to
him establishes that his acts or omissions were in bad faith or involved
intentional misconduct or a knowing violation of law, that he personally gained
in fact a financial profit or other advantage to which he was not legally
entitled or that his acts violated Section 719 of the Business Corporation Law.
The By-Laws of the Company further provide that the Company
shall indemnify its directors and officers, and shall advance their expenses in
the defense of any action for which indemnification is sought, to the full
extent permitted by the Business Corporation Law and when authorized by
resolution of the shareholders or directors of the Company or any agreement
providing for such indemnification or advancement of expenses, provided that no
indemnification may be made to or on behalf of any director or officer if a
judgment or other final adjudication adverse to him establishes that his acts
were committed in bad faith or were the result of active and deliberate
dishonesty material to the cause of action so adjudicated, or that he personally
gained in fact a financial profit or their 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.
-2-
<PAGE>
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
See Index to Exhibits following the signature pages to this
Registration Statement.
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, 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 the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement.
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do
not apply if the Registration Statement is on Form S-8 or Form S-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission 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 therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) 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 the Registration
-3-
<PAGE>
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.
(5) 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 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 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.
-4-
<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 the
requirements for filing this Form S-8/A and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on the 1st day of
May, 1998.
Comverse Technology, Inc.
(Registrant)
By:/s/ Kobi Alexander
------------------
Kobi Alexander
President, Chairman of the Board and
Chief Executive Officer
-5-
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
4.1(1) Excerpts from certificate of incorporation, as amended.
4.2(2) Excerpts from by-laws, as amended.
4.3(3) Specimen stock certificate.
4.4(3) Indenture dated as of November 30, 1993 from Comverse
Technology, Inc. to The Chase Manhattan Bank, N.A., Trustee.
4.5(3) Specimen 5-1/4% Convertible Subordinated Debenture due 2003.
4.6(4) Indenture dated as of October 4, 1996 from Comverse
Technology, Inc. to The Chase Manhattan Bank, N.A., Trustee.
4.7(5) Specimen 5-3/4% Convertible Subordinated Debenture due 2005.
4.8(6) Boston Technology, Inc. 1989 Stock Option Plan.
4.9(6) Boston Technology, Inc. 1992 Directors' Stock Option Plan.
4.10(6) Boston Technology, Inc. 1994 Stock Incentive Plan.
4.11(6) Boston Technology, Inc. 1995 Director Stock Option Plan.
4.12(6) Boston Technology, Inc. Amended and Restated 1996 Stock
Incentive Plan.
4.13(6) Comverse Technology, Inc. 1997 Stock Incentive Compensation
Plan.
4.14(6) Comverse Technology, Inc. 1997 Employee Stock Purchase Plan.
4.15(9) Nonstatutory Stock Option Agreement
4.16(8) Comverse Technology, Inc. 1987 Stock Option Plan
4.17(1) Comverse Technology, Inc. 1994 Stock Option Plan
4.18(7) Comverse Technology, Inc. 1995 Stock Option Plan
4.19(4) Comverse Technology, Inc. 1996 Stock Option Plan
5.1(9) Opinion of William F. Sorin, Esq.
23.1(9) Consent of William F. Sorin, Esq. (included in Exhibit 5.1).
23.2(9) Consent of Deloitte & Touche L.L.P.
24.1 Power of Attorney (included on the signature page of the
Registration Statement that is amended hereby, filed on January
16, 1998)
(See footnotes on following page)
-6-
<PAGE>
- - ----------------------------
(1) Incorporated by reference to Exhibits filed with Annual Report on Form 10-K
under the Securities Exchange Act of 1934 for the year ended December 31, 1994.
(2) Incorporated by reference to Exhibits filed with Annual Report on Form 10-K
under the Securities Exchange Act of 1934 for the year ended December 31, 1992.
(3) Incorporated by reference to Exhibits filed with Annual Report on Form 10-K
under the Securities Exchange Act of 1934 for the year ended December 31, 1993.
(4) Incorporated by reference to Exhibits filed with Annual Report on Form 10-K
under the Securities Exchange Act of 1934 for the year ended December 31, 1996.
(5) Included in Exhibit 4.6.
(6) Incorporated by reference to Exhibits filed with this Registration Statement
on Form S-8 under the Securities Act of 1933, as filed with the Securities and
Exchange Commission on January 16, 1998.
(7) Incorporated by reference to Exhibits filed with Annual Report on Form 10-K
under the Securities Exchange Act of 1934 for the year ended December 31, 1995.
(8) Incorporated by reference to Exhibits filed with Annual Report on Form 10-K
under the Securities Exchange Act of 1934 for the year ended December 31, 1987.
(9) Filed herewith.
-7-
EXHIBIT 4.15
BOSTON TECHNOLOGY, INC.
NON-STATUTORY STOCK OPTION AGREEMENT
1. Grant of Option. Boston Technology, Inc., a Delaware corporation
(the "Company"), hereby grants to Francis Girard(the "Optionee") an option,
pursuant to the Company's 1996 Stock Incentive Plan (the "Plan"), to purchase an
aggregate of 17,919 shares of Common Stock ("Common Stock") of the Company at a
price of $37.51 per share, purchasable as set forth in and subject to the terms
and conditions of this option and the Plan. Except where the context otherwise
requires, the term "Company" shall include the parent and all present and future
subsidiaries of the Company as defined in Sections 424(e) and 424(f) of the
Internal Revenue Code of 1986, as amended or replaced from time to time (the
"Code").
2. Non-Statutory Stock Option. This option is not intended to qualify
as an incentive stock option within the meaning of Section 422 of the Code.
3. Exercise of Option and Provisions for Termination.
(a) Vesting Schedule. Except as otherwise provided in this Agreement,
this option may be exercised prior to the tenth anniversary of the date of grant
(hereinafter the "Expiration Date") in installments of not more than the number
of shares set forth in the table below during the respective installment periods
set forth in the table below.
Date of Grant: December 23, 1996
Total No. of
Exercise Period Shares Exercisable
--------------- ------------------
Dec. 23, 2000 17,919
The right of exercise shall be cumulative so that if the option is not exercised
to the maximum extent permissible during any exercise period, it shall be
exercisable, in whole or in part, with respect to all shares not so purchased at
any time prior to the Expiration Date or the earlier termination of this option.
This option may not be exercised at any time on or after the Expiration Date,
except as otherwise provided in Section 3(e) below.
(b) Exercise Procedure. Subject to the conditions set forth in this
Agreement, this option shall be exercised by the Optionee's delivery of written
1
<PAGE>
notice of exercise to the Treasurer of the Company, specifying the number of
shares to be purchased and the purchase price to be paid therefor and
accompanied by payment in full in accordance with Section 4. Such exercise shall
be effective upon receipt by the Treasurer of the Company of such written notice
together with the required payment. The Optionee may purchase less than the
number of shares covered hereby, provided that no partial exercise of this
option may be for any fractional share or for fewer than ten whole shares.
(c) Continuous Relationship with the Company Required. Except as
otherwise provided in this Section 3, this option may not be exercised unless
the Optionee, at the time he or she exercises this option, is, and has been at
all times since the date of grant of this option, an employee, officer or
director of, or consultant or advisor to, the Company (an "Eligible Optionee").
(d) Termination of Relationship with the Company. If the Optionee
ceases to be an Eligible Optionee for any reason, then, except as provided in
paragraphs (e) and (f) below, the right to exercise this option shall terminate
three months after such cessation (but in no event after the Expiration Date),
provided that this option shall be exercisable only to the extent that the
Optionee was entitled to exercise this option on the date of such cessation.
Notwithstanding the foregoing, if the Optionee, prior to the Expiration Date,
materially violates the non-competition or confidentiality provisions of any
employment contract, confidentiality and nondisclosure agreement or other
agreement between the Optionee and the Company, the right to exercise this
option shall terminate immediately upon written notice to the Optionee from the
Company describing such violation.
(e) Exercise Period Upon Death or Disability. If the Optionee dies or
becomes disabled (within the meaning of Section 22(e)(3) of the Code) prior to
the Expiration Date while he or she is an Eligible Optionee, or if the Optionee
dies within three months after the Optionee ceases to be an Eligible Optionee
(other than as the result of a termination of such relationship by the Company
for "cause" as specified in paragraph (f) below), this option shall be
exercisable, within the period of one year following the date of death or
disability of the Optionee (whether or not such exercise occurs before the
Expiration Date), by the Optionee or by the person to whom this option is
transferred by will or the laws of descent and distribution, provided that this
option shall be exercisable only to the extent that this option was exercisable
by the Optionee on the date of his or her death or disability. Except as
2
<PAGE>
otherwise indicated by the context, the term "Optionee", as used in this option,
shall be deemed to include the estate of the Optionee or any person who acquires
the right to exercise this option by bequest or inheritance or otherwise by
reason of the death of the Optionee.
(f) Discharge for Cause. If the Optionee, prior to the Expiration Date,
is discharged by the Company for "cause" (as defined below), the right to
exercise this option shall terminate immediately upon such cessation of
employment. "Cause" shall mean willful misconduct by the Optionee or willful
failure to perform his or her responsibilities in the best interests of the
Company (including, without limitation, breach by the Optionee of any provision
of any employment, consulting, advisory, nondisclosure, non-competition or other
similar agreement between the Optionee and the Company), as determined by the
Company, which determination shall be conclusive. The Optionee shall be
considered to have been discharged "for cause" if the Company determines, within
30 days after the Optionee's resignation, that discharge for cause was
warranted.
4. Payment of Purchase Price.
(a) Method of Payment. Payment of the purchase price for shares
purchased upon exercise of this option shall be made (i) by delivery to the
Company of cash or a check to the order of the Company in an amount equal to the
purchase price of such shares, (ii) subject to the consent of the Company, by
delivery to the Company of shares of Common Stock of the Company then owned by
the Optionee having a fair market value equal in amount to the purchase price of
such shares, (iii) by any other means which the Board of Directors determines
are consistent with the purpose of the Plan and with applicable laws and
regulations (including, without limitation, the provisions of Rule 16b-3 under
the Securities Exchange Act of 1934 and Regulation T promulgated by the Federal
Reserve Board), or (iv) by any combination of such methods of payment.
(b) Valuation of Shares or Other Non-Cash Consideration Tendered in
Payment of Purchase Price. For the purposes hereof, the fair market value of any
share of the Company's Common Stock or other non-cash consideration which may be
delivered to the Company in exercise of this option shall be determined in good
faith by the Board of Directors.
(c) Delivery of Shares Tendered in Payment of Purchase Price. If the
Optionee exercises this option by delivery of shares of Common Stock of the
Company, the certificate or certificates representing the shares of Common Stock
of the Company to be delivered shall be duly executed in blank by the Optionee
3
<PAGE>
or shall be accompanied by a stock power duly executed in blank suitable for
purposes of transferring such shares to the Company. Fractional shares of Common
Stock of the Company will not be accepted in payment of the purchase price of
shares acquired upon exercise of this option.
(d) Restrictions on Use of Option Stock. Notwithstanding the foregoing,
no shares of Common Stock of the Company may be tendered in payment of the
purchase price of shares purchased upon exercise of this option if the shares to
be so tendered were acquired within twelve (12) months before the date of such
tender, through the exercise of an option granted under the Plan or any other
stock option or restricted stock plan of the Company.
5. Delivery of Shares; Compliance With Securities Laws, Etc.
(a) General. The Company shall, upon payment of the option price for
the number of shares purchased and paid for, make prompt delivery of such shares
to the Optionee, provided that if any law or regulation requires the Company to
take any action with respect to such shares before the issuance thereof, then
the date of delivery of such shares shall be extended for the period necessary
to complete such action.
(b) Listing, Qualification, Etc. This option shall be subject to the
requirement that if, at any time, counsel to the Company shall determine that
the listing, registration or qualification of the shares subject hereto upon any
securities exchange or under any state or federal law, or the consent or
approval of any governmental or regulatory body, or that the disclosure of
non-public information or the satisfaction of any other condition is necessary
as a condition of, or in connection with, the issuance or purchase of shares
hereunder, this option may not be exercised, in whole or in part, unless such
listing, registration, qualification, consent or approval, disclosure or
satisfaction of such other condition shall have been effected or obtained on
terms acceptable to the Board of Directors. Nothing herein shall be deemed to
require the Company to apply for, effect or obtain such listing, registration,
qualification or disclosure, or to satisfy such other condition.
6. Nontransferability of Option. This option is personal and no rights
granted hereunder may be transferred, assigned, pledged or hypothecated in any
way (whether by operation of law or otherwise) nor shall any such rights be
subject to execution, attachment or similar process, except that this option may
be transferred (i) by will or the laws of descent and distribution or (ii)
pursuant to a qualified domestic relations order as defined in Section 414(p) of
the Code. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise
4
<PAGE>
dispose of this option or of such rights contrary to the provisions hereof, or
upon the levy of any attachment or similar process upon this option or such
rights, this option and such rights shall, at the election of the Company,
become null and void.
7. No Special Employment or Similar Rights. Nothing contained in the
Plan or this option shall be construed or deemed by any person under any
circumstances to bind the Company to continue the employment or other
relationship of the Optionee with the Company for the period within which this
option may be exercised.
8. Rights as a Shareholder. The Optionee shall have no rights as a
shareholder with respect to any shares which may be purchased by exercise of
this option (including, without limitation, any rights to receive dividends or
non-cash distributions with respect to such shares) unless and until a
certificate representing such shares is duly issued and delivered to the
Optionee. No adjustment shall be made for dividends or other rights for which
the record date is prior to the date such stock certificate is issued.
9. Adjustment Provisions.
(a) General. In the event that the Board of Directors, in its sole
discretion, determines that any stock dividend, extraordinary cash dividend,
recapitalization, reorganization, merger, consolidation, split-up, spin-off,
combination or other similar transaction affects the Common Stock such that an
adjustment is required in order to preserve the benefits or potential benefits
intended to be made available under the Plan, the Optionee shall, with respect
to this option or any unexercised portion hereof, be entitled to the rights and
benefits, and be subject to the limitations, set forth in Section 5(b) of the
Plan.
(b) Board Authority to Make Adjustments. Any adjustments under this
Section 9 will be made by the Board of Directors, whose determination as to what
adjustments, if any, will be made and the extent thereof will be final, binding
and conclusive. No fractional shares will be issued pursuant to this option on
account of any such adjustments.
10. Mergers, Consolidation, Distributions, Liquidations Etc. In the
event of a consolidation, merger or other reorganization in which all of the
outstanding shares of Common Stock are exchanged for securities, cash or other
property of any other corporation or business entity, or in the event of a
5
<PAGE>
liquidation of the Company, prior to the Expiration Date or termination of this
option, the Optionee shall, with respect to this option or any unexercised
portion hereof, be entitled to the rights and benefits, and be subject to the
limitations, set forth in Section 10(f) of the Plan.
11. Withholding Taxes. The Company's obligation to deliver shares upon
the exercise of this option shall be subject to the Optionee's satisfaction of
all applicable federal, state and local income and employment tax withholding
requirements.
12. Miscellaneous.
(a) Except as provided herein, this option may not be amended or
otherwise modified unless evidenced in writing and signed by the Company and the
Optionee.
(b) All notices under this option shall be mailed or delivered by hand
to the parties at their respective addresses set forth beneath their names below
or at such other address as may be designated in writing by either of the
parties to one another.
(c) This option shall be governed by and construed in accordance with
the laws of the Commonwealth of Massachusetts.
Date of Grant: Dec. 23, 1996 BOSTON TECHNOLOGY, INC.
By:__________________________
Title: Senior Vice President
<PAGE>
OPTIONEE'S ACCEPTANCE
The undersigned hereby accepts the foregoing option and agrees to the
terms and conditions thereof. The undersigned hereby acknowledges receipt of a
copy of the Company's 1996 Stock Incentive Plan.
OPTIONEE
____________________________
Francis Girard
ADDRESS:_____________________
_____________________
EXHIBIT 5.1
William F. Sorin
823 Park Avenue
New York, NY 10021
April 14, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549-1004
Re: Comverse Technology, Inc.
Gentlemen:
I have acted as legal counsel to Comverse Technology, Inc., a New York
corporation (the "Company"), in connection with the registration, pursuant to a
Registration Statement on Form S-8/A (Amendment No. 1) (the "Registration
Statement") under the Securities Act of 1933, as amended, of an aggregate of
9,500,343 shares of Common Stock of the Company, par value $0.10 per share
("Common Stock"), issuable upon the exercise of options ("Options") which have
been or may be granted under the 1989 Stock Option Plan, 1992 Directors' Stock
Option Plan, 1994 Stock Incentive Plan, 1995 Director Stock Option Plan, Amended
and Restated 1996 Stock Incentive Plan and the Nonstatutory Stock Option
Agreement of Boston Technology, Inc. and the 1987 Stock Option Plan, 1994 Stock
Option Plan, 1995 Stock Option Plan, 1996 Stock Option Plan, 1997 Stock
Incentive Compensation Plan and 1997 Employee Stock Purchase Plan of the Company
(collectively, the "Plans").
I have examined originals, or copies certified to my satisfaction, of the
Certificate of Incorporation and By-Laws of the Company, the minutes and other
records of the proceedings of the Board of Directors and of the Stockholders of
the Company, the Plans and such other documents, corporate and public records,
agreements, and certificates of officers of the Company and of public and other
officials, and I have considered such questions of law, as I have deemed
necessary as a basis for the opinions hereinafter expressed. In such examination
I have assumed the genuineness of all signatures and the authenticity of all
documents submitted to me as originals and the conformity to original documents
of all documents submitted to me as certified or photostatic copies.
Based on and subject to the foregoing, I hereby advise you that, in my opinion,
the issuance of shares of Common Stock, upon exercise of the Options in
accordance with the provisions and subject to the conditions set forth in the
Plans and in the agreements executed thereunder governing the issuance and
exercise of the Options, has been duly authorized and, when the consideration
for such shares has been received by the Company and such shares have been
issued in accordance with and
<PAGE>
subject to such terms and conditions, such shares of Common Stock will be
legally issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion with the Securities and Exchange
Commission in connection with the Registration Statement.
Very truly yours,
/s/ William F. Sorin
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William F. Sorin
-2-
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Comverse Technology, Inc. on Form S-8 of our report dated February 12, 1998
appearing in the Annual Report on Form 10-K of Comverse Technology, Inc. for the
year ended December 31, 1997 and our report dated March 31, 1998, appearing in
the Transition Report on Form 10-K of Comverse Technology, Inc. for the period
ended January 31, 1998.
/s/ Deloitte & Touche LLP
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Deloitte & Touche LLP
New York, New York
April 24, 1998
