<PAGE>
Registration No. 333-44429
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
COMVERSE TECHNOLOGY, INC.
-------------------------
(Exact name of registrant as specified in its charter)
New York 13-3238402
-------- ----------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
170 Crossways Park Drive, Woodbury, NY 11797
----------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
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
------------------------
(Name and address of agent for service)
516-677-7200
------------
(Telephone number, including area code, of agent for service)
Copies to:
William F. Sorin, Esq.
823 Park Avenue
New York, New York 10021
This Post-Effective Amendment to the Registration Statement shall hereafter
become effective in accordance with the provisions of Rule 464 of the General
Rules and Regulations under the Securities Act of 1933, as amended.
<PAGE>
PROSPECTUS
__________
212,000 SHARES
COMVERSE TECHNOLOGY, INC.
COMMON STOCK
__________________
This Prospectus relates to an aggregate of 212,000 shares of Common
Stock, par value $0.10 per share ("Common Stock"), of Comverse Technology, Inc.
("Comverse" or the "Company"), issuable upon the exercise of options which have
been granted pursuant to the Company's Stock Option Plans and which may be
offered for resale from time to time by the individuals hereinafter identified
(the "Registering Shareholders"), each in his discretion and for his own
account. It is anticipated that the Registering Shareholders will offer such
shares at the prevailing prices in the over-the-counter market as at the date of
each such sale. All expenses of registration incurred in connection with this
offering are being borne by the Company, but all selling and other expenses
incurred by the Registering Shareholders will be borne by them. None of the
shares offered pursuant to this Prospectus has been registered prior to the
filing of the Registration Statement of which this Prospectus is a part.
The Registering Shareholders, and any broker-dealers executing sale
orders on behalf of the Registering Shareholders, may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as amended (the
"Securities Act"), and commissions received by such broker-dealers may be deemed
to be underwriting compensation under the Securities Act.
The Common Stock is traded in the over-the-counter market and is
regularly quoted on the NASDAQ National Market System with the trading symbol
CMVT. On July 15, 1998 the closing price of the Common Stock as reported by the
NASDAQ National Market System was $55.375 per share.
_____________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
_____________________
The date of this Prospectus is July 17, 1998.
_____________________
No person is authorized to give any information or to make any
representations, other than those contained in this Prospectus, in connection
with the offering described herein and, if given or made, such information or
representations must not be relied upon as having been authorized by the Company
or the Registering Shareholders. Neither the delivery of this Prospectus nor
any sale made hereunder shall, under any circumstances, create an implication
that the information contained herein is correct as of any time subsequent to
the date hereof. Statements made in this Prospectus, unless the context
indicates otherwise, are made as of the date hereof.
This Prospectus does not constitute an offer to sell or a solicitation
of an offer to buy any securities offered hereby in any state to any person to
whom such offer or solicitation may not lawfully be made.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational reporting requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy or information statements and other
information with the Securities and Exchange Commission (the "Commission").
Such reports, proxy or information statements and other information filed by the
Company can be inspected and copied at public reference facilities of the
Commission located at 450 Fifth Street, N.W., Washington, D.C. 20549 and at the
Commission's regional offices located at 7 World Trade Center, 13th Floor, New
York, New York 10048 and at 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Copies of such material may also be obtained from the Public
Reference Section of the Commission, 450 Fifth Street, N.W., Washington D.C.
20549, at prescribed rates. The Commission also maintains a Web site that
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission (including
the Company) at http://www.sec.gov. In addition, such reports, proxy
statements, information statements and other information may be inspected at the
offices of the Nasdaq Stock Market, Reports Section, at 1735 K Street, N.W.,
Washington, D.C. 20006.
Information, as of particular dates, concerning the directors and
officers of the Company, their remuneration, options granted to them under the
stock option plans of the Company, the principal shareholders of the Company and
any material interest of such persons in transactions with the Company are and
will be disclosed in the proxy statements and annual reports of the Company
filed with the Commission.
The Company will provide without charge to each person to whom a copy
of this Prospectus has been delivered, upon written or oral request of such
person, a copy of any or all of the information that has been incorporated by
reference in this Prospectus (not including exhibits to the information that is
incorporated by reference unless such exhibits are specifically incorporated by
reference into the information that this Prospectus incorporates). The Company
will also promptly furnish on written request, without charge, a copy of its
most recent Annual Report to Shareholders. Requests for copies of any such
document should be directed to the Secretary of the Company, by mail addressed
to Comverse Technology, Inc., 170 Crossways Park Drive, Woodbury, New York
11797, or by telephone at (516) 677-7200.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
The Company ......................................................... 3
Use of Proceeds ..................................................... 3
Registering Shareholders ............................................ 3
Plan of Distribution ................................................ 4
Legal Matters ....................................................... 5
Incorporation of Certain Information by Reference ................... 5
</TABLE>
-2-
<PAGE>
THE COMPANY
Comverse Technology, Inc. ("Comverse" or "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 provision of computer design and consulting services, the
design and development of software for Advanced Intelligent Network architecture
and services, the manufacture of special purpose systems for telephone answering
service bureaus, the operation of a telemessaging service bureau and capital
market activities for its own account. The Company's results of operations, and
an investment in the Common Stock, may be subject to significant uncertainties,
including (without limitation) uncertainties relating to rapid technological
changes in the Company's industries, competition, results of research and
development efforts, government regulation and incentive policies, and general
economic conditions in various markets. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations Certain Trends and
Uncertainties" in the Company's Transition Report on Form 10-K for the
transition period ended January 31, 1998, incorporated herein by reference.
Comverse was incorporated in the State of New York in October 1984. Its
principal executive offices are located at 170 Crossways Park Drive, Woodbury,
New York 11797, where its telephone number is (516) 677-7200.
USE OF PROCEEDS
The Company will receive no part of the proceeds of any sales of shares
made hereunder, except insofar as the amount due to the Company upon the
exercise of any stock option in payment of the purchase price of the underlying
shares may be deemed to be paid to the Company out of the proceeds of the sale
of such shares hereunder.
REGISTERING SHAREHOLDERS
The following table sets forth as to each of the Registering Shareholders
(i) his name and position with the Company, (ii) the number of shares of Common
Stock beneficially owned by him prior to this offering, (iii) the number of
shares which may be sold by him pursuant to this offering, (iv) the number of
shares, and the percentage of the total number of shares issued and outstanding
represented by such shares, beneficially owned by him assuming the sale of all
shares which may be sold pursuant to this Prospectus, and (v) the number of
shares subject to stock options heretofore granted to him but not yet vested.
-3-
<PAGE>
<TABLE>
<CAPTION>
Number of Shares Number of Shares Beneficially Number of Shares
Beneficially Owned Shares Owned after Offering Subject to Options
Name and Position Prior to Offering Offered Number Percent Not Currently Vested
- ----------------- ------------------ --------- ------ ------- --------------------
<S> <C> <C> <C> <C> <C>
Kobi Alexander
President, Chairman of
the Board, Chief Executive
Officer and Director 938,750 50,000 888,750 2.0% 825,000
Carmel Vernia
Chief Operating Officer
and Director 218,750 50,000 168,750 * 207,500
Francis E. Girard
President of Comverse Network
Systems Division and Director 142,155 50,000 92,155 * 311,959
William F. Sorin
Secretary and Director 30,000 25,000 5,000 * 75,000
Igal Nissim
Chief Financial Officer 17,500 5,000 12,500 * 37,500
Zvi Alexander
Director 25,000 11,000 14,000 * 6,000
John H. Friedman
Director 13,000 7,000 6,000 * 6,000
Sam Oolie
Director 10,000 7,000 3,000 * 6,000
Shaula A. Yemini
Director 16,900 7,000 9,900 * 6,000
- ---------------------
</TABLE>
* Less than one percent of total shares outstanding.
PLAN OF DISTRIBUTION
Each of the Registering Shareholders has advised the Company that he
intends to sell the shares offered hereby from time to time in the over-the-
counter market at prices prevailing in such market at the time of sale. Each
Registering Shareholder may also sell all or any portion of such shares from
time to time in private transactions. Any such transactions may be effectuated
directly or through broker-dealers, who may act as agent or as principal. The
Registering Shareholders, and any broker-dealers participating in such
transactions, may be deemed to be underwriters within the meaning of the
Securities Act.
-4-
<PAGE>
Broker-dealers participating in such transactions as agent may receive
commissions from the Registering Shareholders or from the other parties to the
transactions. Usual and customary brokerage fees will be paid by the
Registering Shareholders. Broker-dealers who acquire shares as principal may
thereafter resell such shares in the over-the-counter market, in negotiated
transactions or otherwise at market prices prevailing at the time of sale. Any
commissions paid or any discounts or concessions allowed to such broker-dealers,
and, if any such broker-dealers purchase shares as principal, any profits
received by them on the resale of such shares, may be deemed to be underwriting
compensation within the meaning of the Securities Act.
LEGAL MATTERS
Legal matters in connection with the Common Stock offered hereby are being
passed upon for the Company by William F. Sorin, attorney-at-law, 823 Park
Avenue, New York, New York 10021. Mr. Sorin is an officer and director of the
Company and one of the Registering Shareholders.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The Company hereby incorporates by reference into this Prospectus the
following documents filed with the Commission:
1. The Company's Annual Report on Form 10-K for the year ended December
31, 1997, as amended;
2. The Company's Transition Report on Form 10-K for the period ended
January 31, 1998, as amended;
3. The Company's Quarterly Report on Form 10-Q for the quarter ended
April 30, 1998;
4. The Company's Current Report on Form 8-K filed on July 2, 1998; and
5. The description of the Company's Common Stock contained in its
registration statement on Form 8-A filed with the Commission on March
17, 1987.
All documents filed by the Company after the date of this Prospectus
pursuant to Sections l3(a), l3(c), l4 or l5(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in this Prospectus and to be a
part hereof from the date of filing of such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
-5-
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Information Incorporated by Reference.
-------------------------------------
There are hereby incorporated by reference in this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1997, filed pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act");
(b) The Company's Transition Report on Form 10-K for the period ended
January 31, 1998, filed pursuant to Section 13 or 15(d) of the Exchange
Act;
(c) The Company's Quarterly Report on Form 10-Q for the quarter ended
April 30, 1998;
(d) The Company's Current Report on Form 8-K filed on July 2, 1998;
(e) All other reports and other documents filed by the Company
pursuant to Section l3(a) or l5(d) of the Exchange Act since December 31,
1997; and
(f) The description of the Company's Common Stock contained in its
Registration Statement on Form 8-A dated March 16, 1987, filed pursuant to
Section 12(b) or (g) of the Exchange Act.
All documents filed by the Company pursuant to Sections l3(a), l3(c),
l4 or l5(d) of the Exchange Act after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.
Item 4. Description of Securities.
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Counsel for the Company, William F. Sorin, 823 Park Avenue, New
York, New York 10021, has rendered an opinion to the effect that the Common
Stock offered hereby will, when issued in accordance with the Company's
applicable Stock Option Plans, be legally and validly issued, fully-paid and
nonassessable. Mr. Sorin is an officer and director of the Company and is
included in the Registering Shareholders. He is the beneficial owner of 30,000
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
<PAGE>
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 other advantage to which he was not legally entitled. The Company has
entered into indemnity agreements with each of its directors and officers
pursuant to the foregoing provisions of its By-Laws.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
--------
See Index to Exhibits following the signature pages to this
Registration Statement.
Item 9. Undertakings.
------------
(a) (1) The Company undertakes to file, during any period in which
offers or sales are being made hereunder, a post-effective amendment to this
registration statement: (i) to include any prospectus required by Section
10(a)(3) of the Act; (ii) to reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement; (iii) to include any material information with respect
to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement; provided, however, that clauses (1)(i) and (1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
clauses is contained in periodic reports filed by the Company pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) The Company hereby undertakes that, for the purpose of determining
any liability under the Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) The Company hereby undertakes to remove from registration by means
of a post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
<PAGE>
(b) The Company hereby undertakes that, for purposes of determining any
liability under the Act, each filing of the Company's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any such action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the Company will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Amendment No. 1 to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, State of New York on July
17, 1998.
COMVERSE TECHNOLOGY, INC.
By: S/ KOBI ALEXANDER
----------------------
Kobi Alexander, President,
Chairman of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933 this Post-
Effective Amendment No. 1 to the Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
S/Kobi Alexander President, Chairman of the Board, July 17, 1998
- ---------------------------------- Chief Executive Officer and Director
Kobi Alexander (principal executive officer)
S/Igal Nissim Vice President-Finance and- July 17, 1998
- ---------------------------------- Chief Financial Officer
Igal Nissim (principal financial and
accounting officer)
S/Gregory C. Carr * Director July 17, 1998
- ----------------------------------
Gregory C. Carr
S/John H. Friedman * Director July 17, 1998
- ----------------------------------
S/Frances E. Girard * President of Comverse
- ---------------------------------- Network Systems Division
and Director July 17, 1998
S/Sam Oolie * Director July 17, 1998
- ----------------------------------
Sam Oolie
S/William F. Sorin * Director July 17, 1998
- ----------------------------------
William F. Sorin
S/Carmel Vernia * Chief Operating Officer
- ---------------------------------- And Director July 17, 1998
S/Shaula Yemini * Director July 17, 1998
- ----------------------------------
Shaula Yemini
* By: S/Kobi Alexander
Kobi Alexander
Attorney-in-Fact
</TABLE>
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
4.1 Excerpts from certificate of incorporation, as amended. (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.)
4.2 Excerpts from by-laws, as amended. (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.)
4.3 Specimen stock certificate. (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.)
4.4 Indenture dated as of June 30, 1998 from Comverse Technology, Inc. to
The Chase Manhattan Bank, Trustee. (Incorporated by reference to
Exhibits filed with Current Report on Form 8-K filed on July 2, 1998
under the Securities Exchange Act of 1934.)
4.5 Specimen 4-1/2% Convertible Subordinated Debenture due 2005.
(Incorporated by reference to Exhibits filed with Current Report on
Form 8-K filed on July 2, 1998 under the Securities Exchange Act of
1934.)
4.6 Indenture dated as of October 4, 1996 from Comverse Technology, Inc.
to The Chase Manhattan Bank, N.A., Trustee. (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.)
4.7 Specimen 5-3/4% Convertible Subordinated Debenture due 2005. (Included
in Exhibit 4.6.)
4.8 Boston Technology, Inc. 1989 Stock Option Plan. (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.)
4.9 Boston Technology, Inc. 1992 Directors' Stock Option Plan.
(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.)
<PAGE>
4.10 Boston Technology, Inc. 1994 Stock Incentive Plan. (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.)
4.11 Boston Technology, Inc. 1995 Director Stock Option Plan. (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.)
4.12 Boston Technology, Inc. Amended and Restated 1996 Stock Incentive
Plan. (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.)
4.13 Comverse Technology, Inc. 1997 Stock Incentive Compensation Plan.
(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.)
4.14 Comverse Technology, Inc. 1997 Employee Stock Purchase Plan.
(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.)
4.15 Nonstatutory Stock Option Agreement. (Incorporated by reference to
Exhibits filed with Amendment No. 1 to this Registration Statement on
Form S-8 under the Securities Act of 1933, as filed with the
Securities and Exchange Commission on May 1, 1998.)
4.16 Comverse Technology, Inc. 1987 Stock Option Plan. (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.)
4.17 Comverse Technology, Inc. 1994 Stock Option Plan. (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.)
4.18 Comverse Technology, Inc. 1995 Stock Option Plan. (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.)
4.19 Comverse Technology, Inc. 1996 Stock Option Plan (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.)
<PAGE>
5.1 Opinion of William F. Sorin, Esq. (Filed herewith.)
23.1 Consent of William F. Sorin, Esq. (Included in Exhibit 5.1).
23.2 Consent of Deloitte & Touche L.L.P. (Filed herewith.)
23.3 Consent of PricewaterhouseCoopers LLP. (Filed herewith.)
24.1 Power of Attorney. (Included on the signature page of the Registration
Statement that is amended hereby, filed on January 16, 1998.)
<PAGE>
EXHIBIT 5.1
July 17, 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 (Registration No. 333-44429 ) under the
Securities Act of 1933, as amended, (the "Registration Statement") 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"), including the registration for resale,
pursuant to a prospectus prepared in accordance with Part I of Form S-3, of an
aggregate of 212,000 shares of Common Stock, as set forth in Post-Effective
Amendment No. 1 to the Registration Statement.
I have examined originals, or copies certified to my satisfaction, of the
Certificate of Incorporation and By-Laws of the Company, the minutes and other
records of the proceedings of the Board of Directors and of the Stockholders of
the Company, the Plans and such other documents, corporate and public records,
agreements, and certificates of officers of the Company and of public and other
officials, and I have considered such questions of law, as I have deemed
necessary as a basis for the opinions hereinafter expressed. In such
examination I have assumed the genuineness of all signatures and the
authenticity of all documents submitted to me as originals and the conformity to
original documents of all documents submitted to me as certified or photostatic
copies.
Based on and subject to the foregoing, I hereby advise you that, in my opinion,
the issuance of shares of Common Stock, upon exercise of the Options in
accordance with the provisions and subject to the conditions set forth in the
Plans and in the agreements executed thereunder governing the issuance and
exercise of the Options, has been duly authorized and, when the consideration
for such shares has been received by the Company and such shares have been
issued in accordance with and subject to such terms and conditions, such shares
of Common Stock will be legally issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion with the Securities and Exchange
Commission in connection with the Registration Statement.
Very truly yours,
/S/ William F. Sorin
<PAGE>
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post Effective Amendment
No. 1 to Registration Statement No. 333-44429 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,
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, and
our report dated June 17, 1998, appearing in the Current Report on Form 8-K of
Comverse Technology, Inc. dated June 30, 1998.
/S/ Deloitte & Touche LLP
New York, New York
July 16, 1998
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of our report dated April 24, 1997, on our audits of the consolidated
financial statements and financial statement schedule of Boston Technology, Inc.
as of January 31, 1997 and 1996, and for each of the three fiscal years in the
period ended January 31, 1997, which report is included in the Annual Report on
Form 10-K.
/S/ PricewaterhouseCoopers LLP
Boston, Massachusetts
July 16, 1998
