SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
COMVERSE TECHNOLOGY, INC.
(Name of Issuer)
Common Stock, Par Value $0.10 Per Share
(Title of Class of Securities)
205862105
(CUSIP Number)
William F. Sorin
Corporate Secretary and General Counsel
Comverse Technology, Inc.
170 Crossways Park Drive
Woodbury, NY 11797
(516) 677-7200
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
January 14, 1998
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4),
check the following box [ ].
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
(Continued on following pages)
<PAGE>
CUSIP NO. 205862105 13D Page 2 of 5 Pages
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1 NAME OF REPORTING PERSON
Greg. C. Carr
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
###-##-####
- --------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS *
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF 1,525,225
SHARES ------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH None
REPORTING ------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
1,525,225
------------------------------------------------
10 SHARED DISPOSITIVE POWER
None
- --------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,525,225
- --------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES * [ ]
- --------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1%
- --------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON *
IN
- --------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
Item 1. Security and Issuer
This Schedule 13D relates to the common stock, par value $0.10
per share (the "Common Stock," an individual share of which is a
"Share"), of Comverse Technology, Inc., a New York corporation (the
"Issuer"). The principal executive offices of the Issuer are located
at 170 Crossways Park Drive, Woodbury, New York 11797.
Item 2. Identity and Background
The name of the individual filing this statement is Greg C. Carr
("Carr").
The current principal business address of Carr is The Residences
at Charles Square, 975 Memorial Drive, Cambridge, Massachusetts 02138.
The present principal occupation of Carr is director of Issuer.
The Issuer is a company engaged principally in the business of
telecommunications. The principal address of the Issuer is set forth
in Item 1 above.
During the last five years, Carr has not been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors) nor has he been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction resulting in
a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws, or finding any violation with respect to such laws.
Carr is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration
The securities were acquired pursuant to the merger between
Boston Technology, Inc. ("BTI") and Issuer (the "Merger").
On August 20, 1997, Issuer and BTI entered into an Agreement and
Plan of Merger, dated as of such date (the "Merger Agreement"). In the
Merger, each stockholder of BTI received, for each share of common
stock of BTI held, a right to receive 0.65 Shares of Issuer Common
Stock.
A copy of the Merger Agreement is attached hereto as Exhibit 1
and is incorporated herein by reference.
On January 14, 1998, with all conditions of the Merger Agreement
having been met, the Merger was consummated and BTI merged with and
into Issuer. Upon consummation of the Merger, Carr's 2,346,400 shares
of BTI common stock were converted into the right to receive 1,525,225
Shares of Common Stock and Carr was deemed to be beneficial owner of
6.1% of the outstanding Shares of Common Stock.
Item 4. Purpose of Transaction
See description of the Merger under Item 3, above.
The securities were acquired by the reporting person for the
purpose of investment.
Upon consummation of the Merger, the number of positions on the
Issuer's Board of Directors was increased by two (2). Carr was
appointed one of these positions and Francis E. Girard was appointed
the other.
<PAGE>
Item 5. Interest in Securities of the Issuer
(a) Carr is deemed to have beneficial ownership of 1,525,225
Shares of Common Stock (6.1% of all currently outstanding
Shares of Issuer Common Stock).
(b) Carr has sole power to vote, or to direct the vote of,
1,525,225 Shares of Common Stock. Carr has sole power to
dispose, or to direct the disposition of, 1,525,225 Shares
of Common Stock. Carr has shared power to vote, or to direct
the vote of, and to dispose, or to direct the disposition
of, no Shares of Common Stock.
(c) See Item 3
(d) None
(e) Not applicable
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
None
Item 7. Materials to be Filed as Exhibits
Exhibit Description
1. Agreement and Plan of Merger, dated as of August
20, 1997, between BTI and Issuer (Incorporated by
reference to Exhibit 2.1 of the Current Report on
Form 8-K of Comverse Technology, Inc. dated August
20, 1997).
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Schedule 13D
is true, complete and accurate.
Date: January 23, 1998
By: /s/ Greg C. Carr
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Greg C. Carr
