PROSPECTUS SUPPLEMENT
DATED MARCH 2, 2000
(To Prospectus dated October 14, 1998)
$1,250,000
COMVERSE TECHNOLOGY, INC.
4 1/2% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2005
INITIALLY CONVERTIBLE INTO 29,069 SHARES OF
COMMON STOCK, PAR VALUE $.10 PER SHARE
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All $1,250,000 aggregate principal amount of 4 1/2% Convertible
Subordinated Debentures due 2005 (the "Debentures") of Comverse Technology, Inc.
(the "Company"), and the 29,069 shares of common stock of the Company ("Common
Stock") issuable upon conversion of the Debentures, offered hereby are being
sold by Bankers Trust Equities Strategies (the "Selling Holder"). See "Selling
Holder." 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 Holder.
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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March 2, 2000
NY2:\382963\07\87HV07!.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 Holder. 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 HOLDER
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 Holder (which term includes its 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
Holder and the principal amount of Debentures and the number of shares of Common
Stock beneficially owned by it. Such information has been provided by the
Selling Holder. Because the Selling Holder 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 Holder upon consummation of any such
sales. In addition, the Selling Holder 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 it since the date on which it 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 Aggregate
Principal Amount of Principal Amount of Number of Shares of
Debentures Beneficially Debentures Outstanding Common Stock
Selling Holder Owned and Offered Hereby Beneficially Owned Beneficially Owned(1)
- -------------- ------------------------ ------------------ ---------------------
<S> <C> <C> <C>
Bankers Trust Equities Strategies................ $1,250,000 * 29,069
</TABLE>
- -------------------
* Less than 1%.
(1) Assumes conversion of the full amount of Debentures held by the
Selling Holder at the current conversion price of $43.00 per share; such
conversion price 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.
3
