As filed with the Securities and Exchange Commission on April 28, 1999
Registration No. 333-_________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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
516-677-7200
(Address, Including Zip Code, and Telephone Number,
including Area Code, of Registrant's Principal Executive Offices)
1996 STOCK OPTION PLAN
OF
AMAREX TECHNOLOGY, INC.
(Full Title of Plan)
KOBI ALEXANDER
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
COMVERSE TECHNOLOGY, INC.
170 CROSSWAYS PARK DRIVE
WOODBURY, NY 11797
516-677-7200
(Name and Address, Including Zip Code,
and Telephone Number, Including Area Code, of Agent For Service)
Copies to:
WILLIAM F. SORIN, ESQ. STEPHEN M. BESEN, ESQ.
823 PARK AVENUE WEIL, GOTSHAL & MANGES LLP
NEW YORK, NEW YORK 10021 767 FIFTH AVENUE
212-249-0732 NEW YORK, NEW YORK 10153
212-310-8000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
Title of Each Class of Securities to be Amount to be Proposed Maximum Offering Proposed Maximum Amount of
Registered Registered(1) Price Per Share(2) Aggregate Offering Registration
Price(2) Fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $0.10 per share 72,818 shares $7.63 $530,600.12 $147.51
====================================================================================================================================
</TABLE>
(1)Plus such indeterminate number of shares of Common Stock of the Registrant as
may be issued to prevent dilution resulting from stock dividends, stock splits
or similar transactions in accordance with Rule 416 under the Securities Act of
1933. (2)Pursuant to Rule 457(h)(1) under the Securities Act of 1933, the
proposed maximum aggregate offering price of the Common Stock was calculated as
follows: (a) $7.63, the price at which options to purchase 66,256 shares may be
exercised, multiplied by 66,256; and (b) $3.82, the price at which options to
purchase 6,562 shares may be exercised, multiplied by 6,562; 72,818 being the
maximum number of shares of the Registrant's Common Stock issuable under the
plan covered by this Registration Statement.
================================================================================
NYFS11...:\94\37994\0004\NC2450\FRM3059C.45F
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information required by Part I of Form S-8
will be sent or given to plan participants as specified by Rule 428(b)(1) of the
Securities Act of 1933, as amended (the "Securities Act"). Such documents are
not required to be and are not filed with the Securities and Exchange Commission
(the "Commission") either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424. These documents and
the documents incorporated by reference in this Registration Statement pursuant
to Item 3 of Part II of this Form S-8, taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act.
I-1
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Commission by Comverse Technology,
Inc. (the "Company") (File No. 0-15502) are incorporated herein by reference:
(i) the Company's Annual Report on Form 10-K for the fiscal year ended January
31, 1999 and (ii) the description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed with the Commission, pursuant
to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), on March 17, 1987, including any amendment or report filed for the
purpose of updating such description.
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered 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, attorney at law, 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 1996 Stock
Option Plan of Amarex Technology, Inc., be legally and validly issued,
fully-paid and nonassessable. Mr. Sorin is an officer and director of the
Company and the beneficial owner of 41,247 shares of Common Stock issuable upon
exercise of stock options granted by the Company.
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 (the
"Business Corporation Law"), 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 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-
II-1
<PAGE>
Laws. The Company maintains insurance policies insuring each of its directors
and officers against certain civil liabilities, including liabilities under the
Securities Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
EXHIBIT NO. DESCRIPTION
4.1 - Excerpts from certificate of incorporation, as amended.
(Incorporated by reference to Exhibits filed with the
Registrant's 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 the Registrant's 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 the Registrant's Annual Report on Form
10-K under the Securities Exchange Act of 1934 for the
year ended December 31, 1992.)
4.4 - 1996 Stock Option Plan of Amarex Technology, Inc., as amended
to date.
5 - Opinion of William F. Sorin, Esq.
23.1 - Consent of William F. Sorin, Esq. (included in his opinion
which appears as Exhibit 5 to this Registration Statement).
23.2 - Consent of Deloitte & Touche LLP.
23.3 - Consent of PricewaterhouseCoopers LLP.
24 - Power of Attorney (included as part of the signature page to
this Registration Statement and incorporated herein by
reference).
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;
II-2
<PAGE>
(ii) to reflect in the prospectus any facts or events arising
after the effective date of this 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 this
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 the undertakings set forth in
paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if 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 pursuant to Section
13 or Section 15(d) of the Exchange Act that are incorporated
by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities 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) 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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act that is incorporated by reference in this
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 Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant 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 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 Securities Act and will be governed by the final
adjudication of such issue.
II-3
<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
of the requirements for filing on Form S-8 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 this 28th day of
April, 1999.
COMVERSE TECHNOLOGY, INC.
By: /s/ Kobi Alexander
-----------------------------------------
Name: Kobi Alexander
Title: President, Chairman of the Board
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Kobi Alexander, William F. Sorin
and David Kreinberg, or any of them, each acting alone, his true and lawful
attorney-in-fact and agent, with full powers of substitution and resubstitution,
for such person and in his name, place and stead, in any and all capacities, in
connection with the Registrant's Registration Statement on Form S-8 under the
Securities Act of 1933, including to sign the Registration Statement and any and
all amendments to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and any applicable securities exchange or
securities self-regulatory body, granting unto said attorneys-in-fact and
agents, each acting alone, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully, to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
--------- ----- ----
/s/ Kobi Alexander President, Chairman of the April 28, 1999
- ---------------------------- Board and Chief Executive
Kobi Alexander Officer
/s/ Igal Nissim Chief Financial Officer April 28, 1999
- ----------------------------
Igal Nissim
II-4
<PAGE>
Signature Title Date
--------- ----- ----
/s/ Carmel Vernia Chief Operating Officer April 28, 1999
- ---------------------------- and Director
Carmel Vernia
/s/ Francis E. Girard Director April 28, 1999
- ----------------------------
Francis E. Girard
/s/ Zvi Alexander Director April 28, 1999
- ----------------------------
Zvi Alexander
/s/ Itsik Danziger Director April 28, 1999
- ----------------------------
Itsik Danziger
/s/ Sam Oolie Director April 28, 1999
- ----------------------------
Sam Oolie
/s/ John H. Friedman Director April 28, 1999
- ----------------------------
John H. Friedman
/s/ William F. Sorin Secretary and Director April 28, 1999
- ----------------------------
William F. Sorin
/s/ Shaula A. Yemini Director April 28, 1999
- ----------------------------
Shaula A. Yemini
II-5
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
4.1 - Excerpts from certificate of incorporation, as amended.
(Incorporated by reference to Exhibits filed with the
Registrant's 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 the Registrant's 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 the Registrant's Annual Report on Form
10-K under the Securities Exchange Act of 1934 for the
year ended December 31, 1992.)
4.4 - 1996 Stock Option Plan of Amarex Technology, Inc., as amended
to date.
5 - Opinion of William F. Sorin, Esq.
23.1 - Consent of William F. Sorin, Esq. (included in his opinion
which appears as Exhibit 5 to this Registration Statement).
23.2 - Consent of Deloitte & Touche LLP.
23.3 - Consent of PricewaterhouseCoopers LLP.
24 - Power of Attorney (included as part of the signature page to
this Registration Statement and incorporated herein by
reference).
EXHIBIT 4.4
1996 STOCK OPTION PLAN
OF
AMAREX TECHNOLOGY, INC.
1. PURPOSE OF THE PLAN. The purpose of this Plan (the "Plan") is to
promote the interests of AMAREX TECHNOLOGY, INC. (the "Company") and its
stockholders by permitting the Company to grant options to purchase shares of
its Class A Stock, $.01 par value ("Class A Stock") or Class B Stock, $.01 par
value ("Class B Stock"), to employees, including officers and directors of the
Company and its subsidiaries, in order to attract and retain the services of
such employees and to provide additional incentive to such employees by offering
them a greater stake in the Company's success through increased stock ownership.
2. STOCK SUBJECT TO THE PLAN. Options may be granted under the Plan to
purchase in the aggregate not more than 20,000 shares of Class A Stock and
30,000 shares of Class B Stock, subject to adjustment as provided in Section 12
hereof. Any shares subject to options which for any reason expire or are
terminated unexercised as to such shares, shall again become available for
options under the Plan. Options granted under this Plan may be incentive stock
options ("ISOs"), as defined in Section 422A of the Internal Revenue Code of
1986, as amended (the "Code"), or nonqualified stock options.
<PAGE>
3. ADMINISTRATION OF THE PLAN. The Plan shall be administered by the
Board of Directors of the Company. Subject to the express provisions of the
Plan, the Board of Directors shall have the authority, in its discretion, to
determine the individuals to whom, and the time or times at which, options shall
be granted; the number of shares to be subject to each option; the option price
per share; the period of each option; whether an option is an ISO or a
nonqualified stock option; and the other terms and provisions of each option.
Options need not be identical. The Board of Directors may also interpret the
Plan; prescribe, amend and rescind rules and regulations relating to the Plan;
and make all other determinations necessary or advisable for the administration
of the Plan. The determinations of the Board of Directors on the matters
referred to in this Paragraph 3 shall be conclusive.
4. ELIGIBILITY. The Board of Directors, consistent with the purposes of
the Plan, may grant options from time to time, within ten (10) years from the
date of adoption of the Plan by the Board of Directors of the Company, to key
employees, including officers and directors, of the Company or of any of its
present or future subsidiary corporations (as defined in Section 425(f) of the
Code, and, at times, called the "Subsidiaries"), and covering such number of
shares of Class A Stock or Class B Stock as it may determine. Employees,
including those who have been granted options under stock option plans
heretofore or hereafter adopted by the Company, may receive more than one option
under the Plan.
5. OPTION PRICE. The purchase price per share of the Class A Stock or
Class B Stock under each option shall be determined by the Board of Directors.
<PAGE>
6. TERM OF OPTION. The term of each stock option granted pursuant to
the Plan shall be for a period not exceeding ten (10) years from the date of
granting thereof. Options shall be subject to earlier termination as hereinafter
provided.
7. EXERCISE OF OPTION. The Board of Directors shall have authority in
its discretion to prescribe in any option agreement that the option will be
exercisable in full at any time or from time to time during the term of the
option, or to provide for the exercise thereof in such installments at such
times during said term as the Board of Directors may determine. An option may be
exercised at any time or from time to time during the term of the option as to
any or all full shares which have become purchasable under the provisions of the
option. The Board of Directors in its discretion, may accelerate the time or
times at which an option may become exercisable.
Options granted hereunder shall be exercised by giving written notice
to the Company at its principal office, presently 909 Third Avenue, New York
10022, specifying the number of shares purchased and accompanied by payment in
full in cash equal to the aggregate purchase price therefor. Certificates
representing the shares of stock purchased shall be issued as promptly as
practicable thereafter. The holder of an option shall not have any rights of a
stockholder with respect to the shares covered by his option until the date of
issuance of a stock certificate to him for such shares. In no case may a
fraction of a share be purchased or issued under the Plan.
8. TERMINATION OF EMPLOYMENT. All options granted under the Plan (to
the extent not previously exercised) shall terminate immediately upon the
termination of the employment of any option holder. Options granted under the
Plan shall not be affected by any change of employment so long as the holder
<PAGE>
continues to be an employee of the Company or of any of the Subsidiaries, or of
a corporation (or its parent or subsidiary) issuing or assuming a stock option
in a transaction to which Section 425(a) of the Code applied.
9. STOCK OPTION AGREEMENT. Each option shall be evidenced by an
appropriate agreement in such form as the Board of Directors shall from time to
time prescribe which shall provide, among other things, that in the event of
exercise of such option, the shares subject to option will be acquired for
investment and not with a view to distribution thereof and are subject to a
repurchase provision contained in the Restated Certificate of Incorporation of
the Company. Nothing in the Plan or in any option contract entered into pursuant
hereto shall confer upon any employee any right to continue in the employ of the
Company or the Subsidiaries, or interfere in any way with the right of the
Company or the Subsidiaries to terminate his employment at any time without
liability to the Company or the Subsidiaries.
10. LISTING AND REGISTRATION OF SHARES. Each option shall be subject to
the requirement that if, at any time the Board of Directors determines, in its
discretion, that the listing, registration, or qualification of the shares
subject to options granted hereunder upon any securities exchange or under any
state or federal law, or the consent or approval of any governmental regulatory
body, is necessary or desirable as a condition of, or in connection with, the
issue or purchase of shares hereunder, the option may not be exercised in whole
or in part unless such listing, registration, qualification, consent or approval
shall have been effected or obtained and the same shall have been free of any
conditions not acceptable to the Board of Directors.
<PAGE>
11. FINANCIAL ASSISTANCE TO OPTIONEES. The Board of Directors may cause
the Company or the Subsidiaries to give or arrange for financial assistance
(including without limitation direct loans, with or without interest, secured or
unsecured, or guarantees of third party loans) to an optionee for the purpose of
providing funds for the purchase of stock pursuant to the exercise of an option
granted under the Plan and/or for payment of taxes incurred in connection with
such exercise, when in the judgment of the Board of Directors such assistance
may reasonably be expected to be in the best interests of the Company, and
provided that such assistance as may be granted shall be consistent with the
Restated Certificate of Incorporation and By-Laws of the Company or such
Subsidiary and applicable laws, and will permit the stock to be fully paid and
non-assessable when issued.
12. ADJUSTMENTS UPON CHANGES IN COMMON STOCK. Notwithstanding any other
provision of the Plan, in the event of any change in the outstanding Class A
Stock, Class B Stock or any other class of common stock of the Company, by
reason of a stock dividend, share distribution, recapitalization, merger,
consolidation, split-off, split-up, combination or exchange of shares, or the
like, the aggregate number and kind of shares available under the Plan and the
number and kind of shares subject to each outstanding option and the option
prices shall be appropriately adjusted by the Board of Directors, whose
determination shall be conclusive.
13. AMENDMENTS AND TERMINATION OF THE PLAN. The Board of Directors,
without further approval of the stockholders, at any time, may suspend or
terminate the Plan or amend it from time to time in such respects as it may deem
advisable which do not involve a substantial departure from the principles
<PAGE>
herein set forth; provided, however, that no amendment shall be effective
without prior approval of a majority of the holders of the issued and
outstanding shares of stock of the Company, which would: (a) except as specified
in Paragraph 12, increase the maximum number of shares for which options may be
granted under the Plan; (b) change the eligibility requirements for individuals
entitled to receive options hereunder; or (c) extend the maximum term of an
option beyond ten years. No termination, suspension or amendment of the Plan
shall, without the consent of the holder of an existing option, adversely affect
his rights under such option.
14. NON-TRANSFERABILITY OF OPTION. No option granted under the Plan
shall be transferable and options may be exercised, during the lifetime of the
holder thereof, only by him.
15. INCENTIVE STOCK OPTIONS. Options may be granted under this Plan
which are intended to be Incentive Stock Options ("ISOs"), as defined in Section
422A of the Code, subject to the provisions of this Plan and the further
provisions hereinafter set forth in this Paragraph 15.
(a) The aggregate fair market value (determined at the time of
grant of the option) of the shares of Class A Stock or Class B Stock for which
any employee may be granted ISOs (under this or any other plan of the Company or
its parent or subsidiary corporation) in any calendar year shall not exceed
$100,000 plus a carryover amount. The carryover amount shall be one-half of the
amount by which $100,000 exceeds the value determined at the time of grant of
the Class A Stock or Class B Stock for which ISOs were granted to an employee in
such prior year. The limitation and carryover shall be applied and carried
<PAGE>
forward in accordance with the provisions of Section 422A of the Code and the
Treasury Regulations thereunder.
(b) No ISO may be granted to any employee who, at the time the
option is granted, owns (within the meaning of the Code) more than 10% of the
total combined voting power of all classes of stock of the Company, its parent
and subsidiaries unless (i) the option price is at least 110% of the fair market
value (determined at the time of grant) of the Class A Stock or Class B Stock
subject to the ISO, and (ii) the option is not exercisable more than five years
after the date of grant.
(c) The stock option contract executed by each employee shall
include, in addition to the matters set forth in Paragraph 9 of this Plan, a
provision that the ISO is not exercisable while there is outstanding (within the
meaning of the Code) any ISO which was granted to the employee at an earlier
time.
(d) Nothing in this Plan shall be construed to prohibit the
grant of ISOs and nonqualified stock options to the same person, provided, that
ISOs shall be clearly designated as such and provided, further, that ISOs and
nonqualified stock options shall not be granted in a manner whereby the exercise
of one option or ISO affects the exercisability of the other.
16. STOCKHOLDER APPROVAL. The Plan shall be subject to approval by the
affirmative vote of the holders of a majority of the outstanding shares of stock
of the Company within twelve months of the date the Plan is adopted by the Board
of Directors of the Company, and any options granted hereunder prior to such
approval shall be conditioned thereon.
<PAGE>
AMENDMENT #1 TO 1996 STOCK OPTION PLAN
OF
AMAREX TECHNOLOGY, INC.
UNANIMOUS WRITTEN CONSENT
OF THE
BOARD OF DIRECTORS
OF
AMAREX TECHNOLOGY, INC.
THE UNDERSIGNED, being the all of the directors of Amarex
Technology, Inc., a Delaware corporation (the "Corporation"), acting pursuant to
Section 141(f) of the General Corporation Law of the State of Delaware and the
ByLaws of the Corporation, do hereby waive notice of meeting and unanimously
consent to the adoption of the following resolutions in lieu of holding a
special meeting of the Board of Directors of the Corporation (the "Board"):
WHEREAS, pursuant to an Agreement and Plan of Merger (the "Merger
Agreement"), dated as of February 26, 1999, by and among Comverse Technology,
Inc. ("CTI"), Comverse Acquisition, Inc. ("CAI"), the Corporation, Steven
Silberstang, Charles G. Cooper and Bruce Macfarlane, CAI merged with and into
the Corporation, with the Corporation continuing as the surviving corporation;
and
WHEREAS, pursuant to the Merger Agreement, CTI assumed all the outstanding
and unexpired options (the "Options") issued by the Corporation under the
Corporation's 1996 Stock Option Plan (the "Plan"); and
WHEREAS, pursuant to Section 3.3 of the Merger Agreement, the Board of
Directors of the Corporation deems it desirable and in the best interests of the
Corporation that the Plan be amended as follows:
NOW THEREFORE, it is hereby
RESOLVED, that each unexpired Option, outstanding as of February 26,
1999, shall no longer be exercisable for shares of capital stock, par
value $.01 per share, of the Corporation (the "Corporation Capital Stock")
and shall hereinafter represent a right to purchase the number of shares
of common stock, par value $.10 per share, of CTI (the "CTI Common
Stock"), equal to the number of shares of Corporation Capital Stock
exercisable under such unexpired Option as
NYFS11...:\94\37994\0003\2450\RES3189N.14B
<PAGE>
of February 26, 1999 multiplied by 1.75 (rounded down to the nearest
whole share); and further
RESOLVED, that, as of and after February 26, 1999, the exercise
price per share of CTI Common Stock for which any outstanding Option is
exercisable shall be equal to the per share exercise price for the shares
of Company Capital Stock purchasable pursuant to such Option as of
February 26, 1999 divided by 1.75 (rounded up to the nearest penny); and
further
RESOLVED, that with respect to any outstanding Options, the Board
may further adjust from time to time the number of shares of CTI Common
Stock and exercise price for which such Options may be exercised to
reflect any stock dividend, subdivision, reclassification,
recapitalization, split, combination or exchange of shares or any similar
event involving the CTI Common Stock occurring after February 26, 1999;
and further
RESOLVED, that no further Options may be granted under the
Plan; and further
RESOLVED, that the Plan shall automatically terminate upon the
expiration or exercise of all the outstanding Options; and further
RESOLVED, that all the outstanding Options shall be exercised by
giving written notice to CTI at its principal office, 170 Crossways Park
Drive, Woodbury, NY 11797, attn: Secretary, specifying the number of
shares being purchased and accompanied by payment in full in cash of the
aggregate purchase price therefor; and further
RESOLVED, that upon exercise of any outstanding Options, the holder
of any outstanding Option shall not be required to execute the letter
attached as Exhibit A to the Notice of Grant of Incentive Stock Option
sent to such holder; and further
RESOLVED, that, except as permitted pursuant to the foregoing
resolutions, the Board may not increase the number of shares of CTI Common
Stock purchasable under any outstanding Option; and further
RESOLVED, that except as described pursuant to the foregoing
resolutions, the terms of all outstanding Options granted under the Plan
2
<PAGE>
shall remain in full force and effect on substantially the same terms and
subject to substantially the same conditions as were applicable under such
Options as originally granted by the Corporation (including term,
exercisability and vesting schedule); and further
RESOLVED, that the Secretary or the Treasurer of the Corporation be,
and each of them hereby is, authorized, empowered and directed, in the
name and on behalf of the Corporation, to take such additional action and
to do or cause to be done all such acts or things and to execute and
deliver, and to cause the Corporation to perform its obligations under,
such additional agreements, consents, documents and instruments as such
officer or officers may deem necessary or appropriate to effectuate the
foregoing resolutions, the authority for the taking of such action and the
execution and delivery of such agreements, consents, documents and
instruments to be conclusively evidenced thereby.
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3
<PAGE>
This Consent may be executed in one or more counterparts, all of
which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned directors have executed this
Consent as of the 26th day of February, 1999.
/s/ Kobi Alexander
------------------------------------
Kobi Alexander
/s/ Itsik Danziger
------------------------------------
Itsik Danziger
/s/ David Kreinberg
------------------------------------
David Kreinberg
/s/ Steven Silberstang
------------------------------------
Steven Silberstang
/s/ William F. Sorin
------------------------------------
William F. Sorin
4
<PAGE>
AMENDMENT #2 TO 1996 STOCK OPTION PLAN
OF
AMAREX TECHNOLOGY, INC.
UNANIMOUS WRITTEN CONSENT
OF THE
BOARD OF DIRECTORS
OF
AMAREX TECHNOLOGY, INC.
THE UNDERSIGNED, being the all of the directors of Amarex
Technology, Inc., a Delaware corporation (the "Corporation"), acting pursuant to
Section 141(f) of the General Corporation Law of the State of Delaware and the
ByLaws of the Corporation, do hereby waive notice of meeting and unanimously
consent to the adoption of the following resolutions in lieu of holding a
special meeting of the Board of Directors of the Corporation (the "Board"):
WHEREAS, pursuant to an Agreement and Plan of Merger (the "Merger
Agreement"), dated as of February 26, 1999, by and among Comverse Technology,
Inc. ("CTI"), Comverse Acquisition, Inc. ("CAI"), the Corporation, Steven
Silberstang, Charles G. Cooper and Bruce Macfarlane, CAI merged with and into
the Corporation, with the Corporation continuing as the surviving corporation;
and
WHEREAS, pursuant to the Merger Agreement, CTI assumed all the outstanding
and unexpired options (the "Options") issued by the Corporation under the
Corporation's 1996 Stock Option Plan (the "Plan"); and
WHEREAS, on March 16, 1999, CTI announced a three-for-two split (the
"Stock Split") of its common stock, par value $.10 per share (the "CTI Common
Stock"), which was effected by way of a 50% stock dividend paid on April 15,
1999; and
WHEREAS, the Board of Directors of the Corporation is authorized under the
Plan to make such necessary adjustments to any outstanding and unexpired Options
to give effect to the Stock Split.
NOW THEREFORE, it is hereby
RESOLVED, that each unexpired Option, outstanding under the Plan as
of the close of business on April 14, 1999, to purchase shares of CTI
Common Stock, shall hereinafter represent a right to purchase the number
of shares of CTI Common Stock equal to the product of the
NYFS11...:\94\37994\0003\nc2450\RES4149L.45A
<PAGE>
number of shares of CTI Common Stock purchasable under such Option
calculated as of April 14, 1999 multiplied by 1.5 (rounded down to the
nearest whole share); and further
RESOLVED, that, as of and after April 15, 1999, the exercise price
per share of CTI Common Stock for which any outstanding Option is
exercisable shall be equal to the product of the exercise price for each
share of CTI Common Stock calculated as of the close of business on April
14, 1999 multiplied by 0.667 (rounded up to the nearest penny); and
further
RESOLVED, that the Secretary or the Treasurer of the Corporation be,
and each of them hereby is, authorized, empowered and directed, in the
name and on behalf of the Corporation, to take such additional action and
to do or cause to be done all such acts or things and to execute and
deliver, and to cause the Corporation to perform its obligations under,
such additional agreements, consents, documents and instruments as such
officer or officers may deem necessary or appropriate to effectuate the
foregoing resolutions, the authority for the taking of such action and the
execution and delivery of such agreements, consents, documents and
instruments to be conclusively evidenced thereby.
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2
<PAGE>
This Consent may be executed in one or more counterparts, all of
which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned directors have executed this
Consent as of the 15th day of April, 1999.
/s/ Kobi Alexander
---------------------------------
Kobi Alexander
/s/ Itsik Danziger
---------------------------------
Itsik Danziger
/s/ David Kreinberg
---------------------------------
David Kreinberg
/s/ Steven Silberstang
---------------------------------
Steven Silberstang
/s/ William F. Sorin
---------------------------------
William F. Sorin
3
EXHIBIT 5
William F. Sorin
Attorney-At-Law
823 Park Avenue
New York, NY 10021
Telephone: (212) 249-0732
Facsimile: (212) 249-5364
April 28, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549-1004
Re: COMVERSE TECHNOLOGY, INC.
-------------------------
Ladies and 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 under the Securities Act of 1933, as
amended (the "Registration Statement") of an aggregate of 72,818 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 granted under
the 1996 Stock Option Plan of Amarex Technology, Inc. (the "Plan").
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 Plan 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 Plan 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
William F. Sorin
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 March 8, 1999 (April
15, 1999 as to Note 12), appearing in the Annual Report on Form 10-K of Comverse
Technology, Inc. for the year ended January 31, 1999.
/s/ Deloitte & Touche LLP
New York, New York
April 22, 1999
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 of Comverse Technology, Inc., of our report dated April 24, 1997 on our
audit of the consolidated financial statements of Boston Technology, Inc. as of
January 31, 1997 and for the year ended January 31, 1997, which is included in
the Annual Report on Form 10-K of Comverse Technology, Inc. for the year ended
January 31, 1999.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
April 22, 1999
