Filed pursuant to Rule 424(b)(3)
relating to Registration No. 333-30799
PROSPECTUS SUPPLEMENT
(To Prospectus dated July 3, 1997)
$2,790,000
COMVERSE TECHNOLOGY, INC.
5 3/4% Convertible Subordinated Debentures due 2006
initially convertible into 60,983 Shares of Common Stock, $.10 par value
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This Prospectus Supplement and the accompanying Prospectus relate to an
aggregate of $2,790,000 of 5 3/4% Convertible Subordinated Debentures due 2006
(the "Debentures") of Comverse Technology, Inc. (the "Company"), and 60,983
shares of the Company's common stock, par value $.10 per share ("Common Stock"),
issuable upon conversion of the Debentures offered hereby by certain holders
named herein (collectively, the "Selling Holders"). See "Selling Holders." This
Prospectus Supplement should be read in conjunction with the Company's
Prospectus dated July 3, 1997 (the "Prospectus"), and this Prospectus Supplement
is qualified by reference to the Prospectus except to the extent that the
information contained herein supersedes the information contained in the
Prospectus.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Dated: November 6, 1998
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No dealer, salesperson or any other person has been authorized in
connection with any offering made hereby to give any information or to make any
representations other than those contained or incorporated by reference in this
Prospectus Supplement or the accompanying Prospectus, and if given or made, such
information or representations must not be relied upon as having been authorized
by the Company or the Selling Holders. This Prospectus Supplement and the
accompanying Prospectus do not constitute an offer to sell or a solicitation of
an offer to buy any security other than the Shares offered hereby, nor do they
constitute an offer to sell or a solicitation of an offer to buy any of the
Shares offered hereby by anyone in any jurisdiction in which such offer or
solicitation is not authorized, or in which the person making such offer or
solicitation is not qualified to do so or to any person to whom it is unlawful
to make such offer or solicitation. Neither the delivery of this Prospectus
Supplement or the accompanying Prospectus nor any sale made hereunder shall,
under any circumstances, create any implication that there has been no change in
the affairs of the Company since the date hereof.
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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 calendar
quarters indicated, the range of high and low closing prices for the Common
Stock, as reported by Nasdaq.
Low High
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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.......................... 32.56 38.13
1997
First Quarter........................... $ 36.88 $ 46.38
Second Quarter.......................... 36.50 52.00
Third Quarter........................... 45.94 53.06
Fourth Quarter.......................... 32.25 54.19
1998
First Quarter........................... $ 30.63 $ 49.00
Second Quarter.......................... 42.25 55.06
Third Quarter........................... 36.63 56.94
Fourth Quarter (through November 5, 1998) 29.94 50.63
On November 5, 1998, the last reported sale price of the Common Stock on
the Nasdaq National Market was $50.13. As of October 12, 1998, there were
approximately 2,688 holders of record of the Common Stock.
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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. Any future determination as to the
declaration and payment of dividends will be made by the Company's Board of
Directors in its discretion, and will depend upon the Company's earnings,
financial condition, capital requirements and other relevant factors.
SELLING HOLDERS
The Debentures were originally issued by the Company and sold by Lehman
Brothers Inc. (the "Initial Purchaser"), in transactions exempt from the
registration requirements of the Securities Act of 1933, as amended (the
"Securities Act"), to persons reasonably believed by the Initial Purchaser to be
"qualified institutional buyers" (as defined in Rule 144A under the Securities
Act) or other institutional "accredited investors" (as defined in Rule
501(a)(1), (2), (3) or (7) under the Security Act) or in transactions complying
with the provisions of Regulations S under the Securities Act. The Selling
Holders (which term includes their transferees, pledgees, donees or their
successors) may from time to time offer and sell pursuant to this Prospectus any
or all of the Debentures and Common Stock issued upon conversion of the
Debentures.
The following table sets forth information with respect to the Selling
Holders and the respective principal amounts of Debentures and 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, nor 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 Debentures or the Common Stock issuable upon conversion thereof
pursuant to this Prospectus Supplement and the accompanying Prospectus, no
estimate can be given as to the amount of the Debentures or the Common Stock
issuable upon conversion thereof 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
Debentures since the date on which they provided the information regarding their
Debentures in transactions exempt from the registration requirements of the
Securities Act. Finally, additional Selling Holders may from time to time be
identified and information with respect to such Selling Holders be provided in a
Prospectus Supplement.
Principal Amount of Number of
Debentures Shares of
Beneficially Owned Common Stock
Selling Holder and Offered Hereby Beneficially Owned(1)
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BancBoston Robertson Stephens..... $1,075,000 --
Lehman Brothers Inc.(2)........... 1,715,000 --
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(1) Excludes shares of Common Stock issuable upon conversion of the Debentures.
(2) Lehman Brothers, Inc. has acted as manager or co-manager in offerings of
securities of the Company within the past three years.
RECENT DEVELOPMENTS
On January 14, 1998, the Company consummated a merger (the "Merger")
with Boston Technology, Inc., a Delaware corporation ("Boston"), in a
transaction in which former stockholders of
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Boston received an aggregate of 18,141,185 shares of the Company's Common Stock.
The Merger has been accounted for as a pooling of interests and, in connection
with the Merger, the Company changed its fiscal year from the calendar year to
the year ending January 31.
On June 30 and July 9, 1998, the Company issued an aggregate of
$300,000,000 aggregate principal amount of its 4 1/2% Convertible Subordinated
Debentures due 2005 (the "Debentures"). The Debentures are convertible, at the
option of the holder, into shares of the registrant's common stock at a
conversion price of $64.50. The Company intends to use the proceeds of this
offering for general corporate purposes, including possible investments in, or
acquisitions of, other companies, businesses, technologies or product lines.
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