PROSPECTUS SUPPLEMENT
DATED APRIL 22, 1999
(To Prospectus dated October 14, 1998)
$5,000,000
COMVERSE TECHNOLOGY, INC.
4 1/2% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2005
INITIALLY CONVERTIBLE INTO 77,516 SHARES OF
COMMON STOCK, PAR VALUE $.10 PER SHARE
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All $5,000,000 aggregate principal amount of 4 1/2% Convertible
Subordinated Debentures due 2005 (the "Debentures") of Comverse Technology, Inc.
(the "Company"), and the 77,516 shares of common stock of the Company ("Common
Stock") issuable upon conversion of the Debentures, offered hereby are being
sold by the selling holders named in this Prospectus Supplement (the "Selling
Holders"). See "Selling Holders." This Prospectus Supplement should be read in
conjunction with the Company's Prospectus dated October 14, 1998 (the
"Prospectus"), and the information incorporated by reference therein. The
Company will not receive any of the proceeds from sales of Debentures or Common
Stock by the Selling Holders.
The Common Stock is traded on the Nasdaq National Market under the
symbol "CMVT."
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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.
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April 22, 1999
NY2:\382963\02\87HV02!.DOC\37994.0003
<PAGE>
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 Debentures (and the shares of Common
Stock issuable upon conversion of the Debentures) offered hereby, nor do they
constitute an offer to sell or a solicitation of an offer to buy any of the
securities 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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SELLING HOLDERS
The Debentures were originally issued and sold by the Company to, and
resold by, Lehman Brothers Inc., in transactions exempt from the registration
requirements of the Securities Act of 1933, as amended (the "Securities Act").
The Selling Holders (which term includes their respective transferees, pledgees,
donees and successors) may from time to time offer and sell pursuant to the
Prospectus and this Prospectus Supplement any or all of the Debentures and the
shares of Common Stock issuable upon conversion of the Debentures.
Set forth below is certain information with respect to the Selling
Holders and the respective principal amounts of Debentures and number of shares
of Common Stock beneficially owned by each Selling Holder. Such information has
been provided by the Selling Holders. Except as set forth 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 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
consummation of any such sales. In addition, the Selling Holders may have sold
or otherwise transferred, in transactions exempt from the registration
requirements of the Securities Act, all or a portion of the securities reflected
in the following table as being owned by them since the date on which they
provided the information regarding such ownership. Finally, additional selling
holders may from time to time be identified and, to the extent required under
the Securities Act, information with respect to such additional selling holders
will be provided in a further supplement to the Prospectus.
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<PAGE>
<TABLE>
<CAPTION>
Percentage of
Principal Amount of Aggregate Principal Number of Shares
Debentures Amount of Debentures of Common Stock
Beneficially Owned Outstanding Beneficially
Selling Holder and Offered Hereby Beneficially Owned Owned(1)
- -------------- ------------------ ------------------ ----------------
<S> <C> <C> <C>
Lipper Offshore Convertibles, L.P......... $3,000,000(2) 1% 46,511(2)
Helix Convertible
Opportunities, L.P..................... 770,000 * 11,938
Helix Convertible
Opportunities Fund Ltd................. 630,000 * 9,767
The Common Fund FAO
Absolute Return Fund................... 170,000 * 2,635
Simpson Group Retirement Fund............. 160,000 * 2,480
Worldwide Transactions Ltd................ 130,000 * 2,015
W.R. Investment Partners L.P.............. 90,000 * 1,395
Shepherd Management Services.............. 50,000 * 775
</TABLE>
- -------------------
* Less than 1%.
(1) Assumes conversion of the full amount of Debentures held by such
holder at the initial conversion rate of 15.5039 shares per $1,000 principal
amount of Debentures; such conversion rate is subject to adjustment in certain
circumstances as described in the Prospectus under the caption "Description of
Debentures--Conversion Rights." Accordingly, the number of shares of Common
Stock issuable upon conversion of the Debentures may increase or decrease from
time to time. Pursuant to the terms of the Indenture under which the Debentures
were issued, cash will be paid in lieu of issuing fractional shares, if any,
upon conversion of the Debentures.
(2) Includes $1,000,000 aggregate principal amount of Debentures and
the 15,503 shares of Common Stock issuable upon conversion thereof that were
previously listed in the Prospectus under the caption "Selling Holders" as being
beneficially owned by the named Selling Holder.
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