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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-3
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
Incorporation or Organization) Identification Number)
170 CROSSWAYS PARK DRIVE
WOODBURY, NEW YORK 11797
(516) 677-7200
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
------------------------------
KOBI ALEXANDER
President, Chairman of the Board and Chief Executive Officer
c/o Comverse Technology, Inc.
170 Crossways Park Drive
Woodbury, New York 11797
(516) 677-7200
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
--------------------------------------
Copies to:
WILLIAM F. SORIN, ESQ. STEPHEN M. BESEN, ESQ.
C/O COMVERSE TECHNOLOGY, INC. WEIL, GOTSHAL & MANGES LLP
170 CROSSWAYS PARK DRIVE 767 FIFTH AVENUE
WOODBURY, NEW YORK 11797 NEW YORK, NEW YORK 10153
(516) 677-7200 (212) 310-8000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
At such time or times after the Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==================================== ================== ===================== =========================== =========================
TITLE OF EACH CLASS OF AMOUNTS TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(1) OFFERING PRICE AGGREGATE OFFERING REGISTRATION FEE(3)
PER UNIT(2) PRICE(2)
------------------------------------ ------------------ --------------------- --------------------------- -------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $0.10 per 5,676,593(2) $ 90.56 $ 514,072,622 $ 135,715
share..............................
==================================== ================== ===================== =========================== =========================
</TABLE>
(1) Plus such indeterminate number of shares pursuant to Rule 416 as may be
issued in respect of stock splits, stock dividends and similar transactions.
(2) Pursuant to Rule 457 under the Securities Act of 1933, the proposed
maximum aggregate offering price and the registration fee are based upon the
average of the high and low prices per share of the Registrant's Common
Stock reported on the Nasdaq National Market on September 22, 2000.
(3) Amount already paid in connection with the initial filing of the
Registration Statement on Form s-3, filed on September 29, 2000.
NY2:\947172\07\K@%C07!.DOC\37994.0003
<PAGE>
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
<PAGE>
Subject to completion, dated October 11, 2000
PROSPECTUS
COMVERSE TECHNOLOGY, INC.
5,676,593 Shares
of
Common Stock
---------------------
The shareholders identified on page 11 are offering to sell up to 5,676,593
shares of our common stock. We will not receive any of the proceeds from such
sales.
Our common stock is traded on the Nasdaq National Market under the symbol
"CMVT." On October 10, 2000, the closing price of the common stock was $91.75
per share.
YOU SHOULD CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE 4 BEFORE MAKING
A DECISION TO PURCHASE OUR STOCK.
---------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS ACCURATE OR COMPLETE. IT IS ILLEGAL FOR ANY PERSON TO TELL YOU
OTHERWISE.
---------------
The date of this prospectus is October __, 2000.
The information contained in this prospectus is not complete and may be changed.
The selling shareholders may not sell any shares of common stock until our
registration statement filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell these securities in any state
where the offer or sale is not permitted.
<PAGE>
YOU SHOULD ONLY RELY ON THE INFORMATION INCORPORATED BY REFERENCE OR
PROVIDED IN THIS PROSPECTUS OR ANY SUPPLEMENT. WE HAVE NOT AUTHORIZED ANYONE
ELSE TO PROVIDE YOU WITH DIFFERENT INFORMATION. THE COMMON STOCK IS NOT BEING
OFFERED IN ANY STATE WHERE THE OFFER IS NOT PERMITTED. YOU SHOULD NOT ASSUME
THAT THE INFORMATION IN THIS PROSPECTUS OR ANY SUPPLEMENT IS ACCURATE AS OF ANY
DATE OTHER THAN THE DATE ON THE FRONT OF SUCH DOCUMENT.
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TABLE OF CONTENTS
PAGE
----
ABOUT THIS PROSPECTUS.....................................................1
WHERE YOU CAN FIND MORE INFORMATION.......................................1
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE...........................1
FORWARD LOOKING STATEMENTS................................................2
ABOUT COMVERSE ........................................................3
RISK FACTORS ........................................................4
RECENT DEVELOPMENTS.......................................................9
USE OF PROCEEDS ........................................................9
SELLING SHAREHOLDERS.....................................................10
PLAN OF DISTRIBUTION.....................................................13
LEGAL MATTERS .......................................................14
EXPERTS .......................................................14
WHENEVER WE REFER TO THE "COMPANY" OR TO "US," OR USE THE TERMS "WE" OR
"OUR" IN THIS PROSPECTUS, WE ARE REFERRING TO COMVERSE TECHNOLOGY, INC., A NEW
YORK CORPORATION, AND OUR DIRECTLY OR INDIRECTLY OWNED SUBSIDIARIES.
i
<PAGE>
ABOUT THIS PROSPECTUS
This prospectus is a part of a registration statement that we have
filed with the Securities and Exchange Commission utilizing a "shelf
registration" process. You should read this prospectus and any supplement
together with additional information described under "Where You Can Find More
Information" and the information we incorporate by reference in this prospectus
described under the heading "Incorporation of Certain Documents by Reference."
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and other reports, proxy statements and other
information with the Commission. You may read and copy any document we file at
the Commission's public reference facilities located at 450 5th Street, N.W.,
Washington, D.C. 20549, at Seven World Trade Center 13th Floor, New York, New
York 10048 and at Northwest Atrium Center, 5000 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511. Please call the Commission at 1-800-SEC-0330 for
further information on the public reference rooms. Our Commission filings are
also available to the public from the Commission's web site at:
http://www.sec.gov.
We have filed with the Commission a registration statement and related
exhibits on Form S-3 under the Securities Act of 1933, as amended. This
prospectus, which constitutes a part of the registration statement, does not
include all the information contained in the registration statement and its
exhibits. For further information with respect to us and our common stock, you
should consult the registration statement and its exhibits. Statements contained
in this prospectus concerning the provisions of any contract, agreement or other
document are not necessarily complete. With respect to each contract, agreement
or other document filed as an exhibit to the registration statement, we refer
you to that exhibit for a more complete description of the matter involved, and
each statement is deemed qualified in its entirety to that reference. The
registration statement, including exhibits filed as a part of the registration
statement or any amendment to the registration statement, are available for
inspection and copying at the Commission's public reference facilities listed
above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Commission allows us to incorporate by reference the information
that we file with the Commission. This means that we can disclose important
information to you by referring you to those documents. Any information we
incorporate in this manner is considered part of this prospectus. Any
information we file with the Commission after the date of this prospectus and
until this offering is completed will automatically update and supersede the
information contained in this prospectus.
We incorporate by reference the following documents that we have filed
with the Commission and any filings that we will make with the Commission in the
future under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934 until this offering is terminated:
o Annual Report on Form 10-K for the year ended January 31, 2000
(except Items 7 and 14);
o Amended Annual Report on Form 10-K/A for the year ended
January 31, 2000;
o Quarterly Report on Form 10-Q for the quarter ended April 30,
2000;
o Current Report on Form 8-K filed with the Commission on July
5, 2000;
o Current Report on Form 8-K filed with the Commission on July
28, 2000;
o Quarterly Report on Form 10-Q for the quarter ended July 31,
2000;
o Current Report on Form 8-K filed with the Commission on
September 29, 2000; and
1
<PAGE>
o Description of our common stock contained in our registration
statement on Form 8-A filed with the Commission on March 17,
1987, as amended.
We will provide without charge to each person to whom a copy of this
prospectus is delivered, upon written or oral request, a copy of any or all of
the documents which are incorporated by reference into this prospectus except
the exhibits to such documents (unless such exhibits are specifically
incorporated by reference in such documents). Requests for copies should be
directed to: Comverse Technology, Inc., Attention: Vice President, Corporate and
Marketing Communications, 170 Crossways Park Drive, Woodbury, NY 11797
(telephone (516) 677-7200).
FORWARD-LOOKING STATEMENTS
This prospectus and the documents that we incorporate by reference, may
contain certain statements that we believe are, or may be considered to be,
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934. We generally
indicate these statements by words or phrases such as "anticipate," "estimate,"
"plan," "expect," "believe," "intend," "foresee" and similar words or phrases.
These statements discuss, among other things, expected growth, domestic and
international development and expansion strategy, and future performance. All of
these forward-looking statements are subject to risks, uncertainties and
assumptions, which we describe under the caption "Risk Factors" or in the
documents we incorporate by reference. Consequently, actual events and results
may vary significantly from those included in or contemplated or implied by our
forward-looking statements. The forward-looking statements included in this
prospectus, the applicable prospectus supplement or the relevant incorporated
document are made only as of the date of this prospectus, the applicable
prospectus supplement or the relevant incorporated document, as the case may be,
and, except as required by law, we undertake no obligation to publicly update
these forward-looking statements to reflect subsequent events or circumstances.
2
<PAGE>
ABOUT COMVERSE
Because this is a summary, it does not contain all the information
about us that may be important to you. You should read the more detailed
information and the financial statements and related notes which are
incorporated by reference in this prospectus.
We manufacture and market systems and software for multimedia
communications and information processing applications. Our products are used in
a broad range of applications by wireless and wireline telephone network
operators, call centers, financial institutions, government agencies and other
public and commercial organizations worldwide. We are a holding company and
substantially all of our operations are conducted through our subsidiaries,
including Comverse Network Systems, Inc., Comverse Infosys, Inc. and Ulticom,
Inc.
Our Comverse Network Systems subsidiary is the leading provider of
multimedia enhanced services systems and software, which are currently used by
more than 330 wireless and wireline telecommunications network operators. These
products enable our customers to provide value-added enhanced services, such as
call answering, wireless data and Internet-based information services, prepaid
wireless services, mailbox-to-mailbox messaging, Internet-based unified
messaging (voice, fax and e-mail in a single mailbox), interactive voice
response, virtual phone/fax, one-touch call return, personal number service,
call screening/caller introduction, voice-controlled Internet portal and other
speech recognition-based services, Internet messaging, Internet call waiting and
other personal communication services.
Our Comverse Infosys subsidiary provides multiple channel, multimedia
digital recording, logging and quality monitoring systems to call centers,
financial institutions and other organizations. Comverse Infosys also provides
multiple channel, multimedia digital monitoring systems to law enforcement and
intelligence agencies.
Our Ulticom subsidiary is a provider of network signaling software for
wireless, wireline and Internet communications services. Its call control
products enable communications service providers to offer intelligent network
services, such as voice-activated dialing, prepaid calling, caller ID and text
messaging. Ulticom has completed an initial public offering of its shares in
April 2000, and its shares are listed on the NASDAQ National Market System under
the symbol ULCM. We hold approximately 80% of Ulticom's outstanding shares.
We were incorporated in New York in October 1984. Our principal
executive offices are located at 170 Crossways Park Drive, Woodbury, New York
11797, and our telephone number is (516) 677-7200.
For additional information relating to our business, operations,
properties, certain acquisitions and other matters, see the documents referred
to above under "Where You Can Find More Information" and the information we
incorporate by reference in this prospectus described under the heading
"Incorporation of Certain Documents by Reference."
3
<PAGE>
RISK FACTORS
Before purchasing any shares, you should carefully consider the
following risk factors in addition to the other information contained and
incorporated by reference in this prospectus.
IF WE ARE NOT ABLE TO MANAGE OUR GROWTH EFFECTIVELY, OUR BUSINESS AND OPERATING
RESULTS COULD SUFFER.
We have grown rapidly over the past decade and we continue to
experience rapid growth in our operations, both through internal expansion and
acquisitions of other companies. Our future success depends in part on our
continued ability to manage our growth effectively. As our operations continue
to expand worldwide, management issues are likely to become more complex and
challenging. We also regularly examine opportunities to acquire other companies
or lines of business. Acquisitions present a number of significant financial,
operational and legal risks. It can also be difficult to combine the operations
of an acquired business with our operations, without suffering the loss of key
personnel, customers or distributors. If we fail to manage our growth
effectively or experience problems with our acquisitions, our future operations
and financial results will be adversely affected.
OUR BUSINESS IS VULNERABLE TO RISKS ASSOCIATED WITH THE SALE OF LARGE, COMPLEX,
HIGH CAPACITY SYSTEMS.
Our business has, to a significant extent, been based on contracts for
large, high capacity systems, and we continue to emphasize these systems in our
product development and marketing plans. Users of high-capacity systems, such as
telephone companies, require systems that provide an exceptionally high level of
reliability. Such systems are typically more costly to design, build and
support. Contracts for large installations typically involve a lengthy and
complex bidding and selection process, and our ability to obtain particular
contracts is difficult to predict. In addition, the timing and scope of these
opportunities and the pricing and margins associated with any eventual contract
award are difficult to forecast, and may vary substantially from transaction to
transaction. Our traditional dependence on large orders, and the investment
required to enable us to perform such orders, without assurance of continuing
order flow from the same customers and predictability of gross margins on any
future orders, increase the risk associated with our business.
THE MARKET FOR OUR PRODUCTS IS CHARACTERIZED BY RAPIDLY CHANGING TECHNOLOGY. OUR
CONTINUED SUCCESS DEPENDS ON OUR ABILITY TO ENHANCE OUR EXISTING PRODUCTS AND TO
INTRODUCE NEW PRODUCTS ON A TIMELY AND COST-EFFECTIVE BASIS.
The market for our products is characterized by rapidly changing
technology, frequent new product introductions and enhancements and evolving
industry standards. Our continued success depends to a significant extent upon
our ability to accurately anticipate the evolution of new products and
technologies and to enhance our existing products. It also depends on our
ability to develop and introduce innovative new products that gain market
acceptance. We may not be successful in selecting, developing, manufacturing and
marketing new products or enhancing our existing products on a timely or
cost-effective basis. In addition, our products utilize complex hardware and
software technology that performs critical functions to highly demanding
standards. The greater the complexity of our products, the greater is the risk
of future performance problems or delays in product introductions, which could
damage our business and financial results.
OUR BUSINESS CAN BE SERIOUSLY AFFECTED BY CHANGES IN THE COMPETITIVE OR
REGULATORY ENVIRONMENT IN COMMUNICATIONS MARKETS WORLDWIDE.
We sell a majority of our products to telephone companies and other
communications service providers. The communications services industry is
undergoing significant change as a result of deregulation and privatization
worldwide. Our business is extremely competitive, and we expect competition to
continue to intensify. Our existing competitors will continue to present
substantial competition, and other companies, many with considerably greater
financial, marketing and sales and other resources, may enter our markets in the
future. The communications industry has experienced a continuing evolution of
product offerings and alternatives for delivery of services. These trends have
affected and may be expected to have a significant continuing influence on
conditions in our markets. Rapid and significant change makes planning decisions
more difficult and increases the risk inherent in the planning process.
4
<PAGE>
BECAUSE A SIGNIFICANT AMOUNT OF OUR SALES ARE MADE TO GOVERNMENT ENTITIES, WE
ARE VULNERABLE TO RISKS ASSOCIATED WITH GOVERNMENT BUSINESS.
Many of our sales are made to customers that are owned or controlled by
governments or government agencies. Government business is, in general, subject
to special risks, such as:
o delays in funding;
o termination of contracts or subcontracts for the convenience
of the government;
o termination, reduction or modification of contracts or
subcontracts in the event of changes in the government's
policies or as a result of budgetary constraints;
o obligations of performance guarantees and restrictions on the
draw-down of funds subject to achievement of performance
milestones;
o requirements to obtain and maintain security clearances for
operating subsidiaries and key personnel; and
o increased or unexpected costs resulting in losses or reduced
profits under fixed price contracts.
The special risks associated with government contracts could have a material
adverse effect on our future business and financial performance.
In addition, the market for telecommunications monitoring systems sold
to government customers is in a period of significant transition. Budgetary
constraints, uncertainties resulting from the introduction of new technologies
in the telecommunications industry and changes in the pattern of government
expenditures have increased uncertainties in this industry, resulting in certain
instances in the attenuation of government procurement programs beyond their
originally expected performance periods and an increased incidence of delay,
cancellation or reduction of planned projects. The delay and uncertainties
surrounding the Communications Assistance for Law Enforcement Act have had a
significant negative impact on purchasing plans of law enforcement agencies in
North America engaged in monitoring activities. Our ability to obtain government
orders in particular instances may also be affected by decisions of potential
government customers to develop their own products or technical solutions
internally, rather than through the use of outside suppliers, and by decisions
of government contractors and systems integrators to bid on individual
government procurement opportunities. The lack of predictability in the timing
and scope of government procurements has made planning decisions more difficult
and has increased the associated risks.
WE HAVE SIGNIFICANT INTERNATIONAL SALES, WHICH SUBJECTS US TO RISKS INHERENT IN
FOREIGN OPERATIONS.
A significant portion of our sales are made to customers outside of the
United States. International transactions involve particular risks, including
political decisions affecting tariffs and trade conditions, rapid and unforeseen
changes in economic conditions in individual countries, turbulence in foreign
currency and credit markets, and increased costs resulting from lack of
proximity to the customer. Our products must be designed to meet the regulatory
standards of foreign markets, and any inability to obtain foreign regulatory
approvals can cause us to lose sales opportunities. In addition, international
sales frequently require special features and customization to satisfy local
market conditions, and certain international customers may require longer
payment terms than we may typically provide.
Volatility in international currency exchange rates may have an impact
on our operating results. We have significant contracts payable in foreign
(primarily Western European) currencies. As a result of the unpredictable timing
of purchase orders and payments under these contracts and other factors, it is
often not practicable for us to effectively hedge the risk of significant
changes in currency rates during the contract period. Since we engage in
currency hedging only to a limited extent, our financial results can be affected
by the impact of currency fluctuations in any particular period, as well as the
cost of such hedging activities that we do perform.
5
<PAGE>
WE HAVE A SIGNIFICANT AMOUNT OF INDEBTEDNESS OUTSTANDING.
We have a significant amount of indebtedness outstanding. As of July
31, 2000, our total consolidated long-term liabilities were approximately $333
million. The amount of debt we carry can affect our business in a variety of
ways, such as:
o limiting our ability to obtain any necessary additional
financing in the future on reasonable terms, or at all;
o requiring the dedication of a substantial portion of our cash
flow from operations to the debt service payments, making it
unavailable for other purposes;
o limiting our flexibility in operating, or reacting to changes
in, our business, placing us at a competitive disadvantage to
certain of our competitors; and
o making us more vulnerable to downturns in our business.
OUR CASH MANAGEMENT AND INVESTMENT ACTIVITIES COULD ADVERSELY AFFECT OUR
BUSINESS AND OPERATING RESULTS.
We have a significant portion of our assets in a variety of financial
instruments, including government obligations, commercial paper, medium-term
notes, bank time deposits, money-market accounts, common and preferred stocks
and convertible debt obligations. Decisions as to our financial holdings are
made both for purposes of cash management and, to some extent, as strategic and
portfolio investments. These activities subject us to risks inherent in the
capital markets generally, and to the performance of other businesses over which
we have no direct control. We engage in investment activities, including venture
capital investments in high technology firms and funds, as well as strategic and
capital management investment activities for our own account.
We believe that our investments will enable us to participate in
technology innovation opportunities in areas of interest to us without having to
dedicate the capital and management resources that would be necessary for such
participation through our own internal research and development efforts. Our
objectives are also to initiate relationships that may result in eventual
expansion of our product and marketing positions and potential acquisition
opportunities, and to leverage our technological expertise and established
relationships in the technology, business and financial communities to identify
and participate in special opportunities. Investments in early-stage technology
ventures, however, are subject to a number of risks associated with the limited
operating history of such ventures and the frequent absence of liquidity of
their securities. While we do not regard our portfolio and strategic investment
activities as a primary element of our overall business plan, we expect to
continue to allocate some of our liquid assets for these purposes and, in
particular, to increase our holdings in technology companies as part of our
long-term growth strategy. Since we maintain a significant amount of liquid
assets relative to our overall size, our financial results in the future may, to
a greater degree than in the past, be affected by the results of our capital
management and investment activities and the risks associated with those
activities.
WE ARE A HOLDING COMPANY AND SUBSTANTIALLY ALL OF OUR OPERATIONS ARE CONDUCTED
THROUGH SUBSIDIARIES.
We are a holding company and substantially all of our operations are
conducted through subsidiaries. We are limited by contract in the amount of
dividends we can receive from one of our subsidiaries in Israel to 75% of its
net income. In addition, because our Israeli subsidiaries have received certain
benefits under the laws relating to approved enterprises (described in the
following paragraph), payment of dividends to us may subject those subsidiaries
to certain Israeli taxes to which they would otherwise not be subject. Our
Israeli subsidiaries are required under Israeli law to withhold for tax
purposes, at a rate of up to 25%, cash dividends paid to foreign residents.
Under the United States-Israel Tax Treaty, a 12.5% Israeli dividend withholding
tax would apply to dividends paid to a U.S. corporation (such as Comverse) that
owns 10% or more of an Israeli company's voting stock for, in general, the
current and preceding tax years of the Israeli company. However, under the
treaty, dividends on income derived from an approved enterprise are subject to a
15% dividend withholding tax.
6
<PAGE>
THE ISRAELI GOVERNMENT PROGRAMS AND TAX BENEFITS THAT WE CURRENTLY RECEIVE
REQUIRE US TO MEET SEVERAL CONDITIONS AND MAY BE TERMINATED OR REDUCED IN THE
FUTURE, WHICH WOULD INCREASE OUR COSTS AND TAXES.
A significant portion of our research and development and manufacturing
operations are located in Israel. Our historical operating results reflect
substantial benefits we received from programs sponsored by the Israeli
government for the support of research and development, as well as tax
moratoriums and favorable tax rates associated with investments in approved
projects, or approved enterprises, in Israel. To be eligible for these programs
and tax benefits, we must continue to meet conditions, including making
specified investments in fixed assets and financing a percentage of investments
with share capital. If we fail to meet such conditions in the future, the tax
benefits would be canceled and we could be required to refund the tax benefits
already received.
These programs and tax benefits may not be continued in the future at
their current levels or at any level. The Israeli government has reduced the
benefits available under some of these programs in recent years, and Israeli
governmental authorities have indicated that the government may further reduce
or eliminate some of these benefits in the future. In 1996, the Israeli
government acted to increase, from between 2% and 3% of associated product sales
to between 3% and 5% (or 6% under certain circumstances) of associated product
revenues (including service and other related revenues), the annual rate of
royalties to be applied to repayment of benefits under a conditional grant
program administered by the Office of the Chief Scientist of the Ministry of
Industry and Trade, a program in which we have regularly participated and under
which we continue to receive significant benefits through reimbursement of up to
50% of qualified research and development expenditures. The repayment of amounts
received under the program will be accelerated through these higher royalty
rates until repayment is completed. Repayment of any amount received under
programs which have been, or will be, approved by the Office of the Chief
Scientist after January 1, 1999 entail repayment of the amount received
(calculated in U.S. dollars), plus interest on such amount at a rate equal to
the 12-month LIBOR rate in effect at the time of the approval of the program. In
addition, permission from the Government of Israel is required for us to
manufacture outside of Israel products resulting from research and development
activities funded under these programs, or to transfer outside of Israel related
technology rights. In order to obtain such permission, we may be required to
increase the royalties to the applicable funding agencies and/or repay certain
amounts received as reimbursement of research and development costs. The Israeli
authorities have also indicated that this funding program will be further
reduced significantly or eliminated in the future, particularly for larger
companies such as Comverse. The termination or reduction of these programs could
adversely affect our operating results.
The Israeli government has also shortened the period of the tax
moratorium applicable to approved enterprises from four years to two years.
Although this change has not affected the tax status of our projects that were
eligible for the moratorium prior to 1997, it applies to subsequent approved
enterprise projects. If further changes in the law or government policies
regarding those programs were to result in their termination or adverse
modification, or if we were to become unable to participate in or take advantage
of those programs, the cost of our operations in Israel would increase and there
could be a material adverse effect on our operations and financial results. To
the extent that we increase our activities outside Israel, which could result
from, among other things, future acquisitions, such increased activities will
not be eligible for programs sponsored by Israel.
BECAUSE A SIGNIFICANT PORTION OF OUR OPERATIONS ARE LOCATED IN ISRAEL,
POLITICAL, MILITARY AND ECONOMIC CONDITIONS IN THAT COUNTRY MAY ADVERSELY AFFECT
OUR BUSINESS AND OPERATING RESULTS.
Although our operations have not been adversely affected to date by
political or military conditions in Israel, a disruption of our operations in
Israel due to political, military or other conditions could have a material
adverse effect on our operations and financial results. General inflation in
Israel and increases in the cost of attracting and retaining qualified
scientific, engineering and technical personnel in Israel, where the demand for
such personnel is growing rapidly with the expansion of high technology
industries, have increased our cost of operations in Israel. These increases
have not been offset in all periods by proportional devaluation of the Israeli
shekel relative to the U.S. dollar and, as a result, have had a negative impact
on our results of operations. Continued increases in our shekel-denominated
costs without corresponding devaluation could have a material adverse effect on
our future operating results.
7
<PAGE>
OUR FUTURE SUCCESS DEPENDS ON OUR EXISTING KEY PERSONNEL, THE LOSS OF WHOM COULD
ADVERSELY IMPACT OUR BUSINESS AND OPERATING RESULTS.
Our future success depends, to a considerable extent, on the
contributions of senior management and key employees, many of whom are not
subject to employment agreements and/or would be difficult to replace. Our
future success also depends on our ability to attract and retain qualified
employees in all areas of our business. Competition for such personnel is
intense, particularly in the computer and communications industries. In order to
attract and retain talented and qualified personnel, and to provide incentives
for their performance, we have emphasized the award of stock options as an
important element of our compensation program, including, in the case of certain
personnel, options to purchase shares in certain of our subsidiaries.
OUR BUSINESS AND OPERATING RESULTS MAY SUFFER FROM INCREASED EXPENDITURES IN OUR
OPERATIONS.
We have significantly increased expenditures in all areas of our
operations during recent years, and we plan to continue to make significant
investment in the growth of our operations during future periods. The
competitiveness of our products and our ability to take advantage of future
growth opportunities depends upon our ability to enhance the range of features
and capabilities of our existing product lines, develop new generations of
products and expand our marketing, sales and product support capabilities. In
many instances, we will have to make large expenditures for research and
development and product marketing in anticipation of future market requirements
that are uncertain and may undergo significant change prior to product
introduction. The success of our efforts depends, to a considerable extent, on
our ability to anticipate future market requirements and successfully implement
corresponding research and development and marketing programs on a timely basis.
THIRD PARTIES MAY INFRINGE UPON OUR PROPRIETARY TECHNOLOGY AND WE MAY INFRINGE
ON THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS.
Although we use what we believe to be customary and appropriate
measures to protect our technology, these measures may not prove to be
successful, and our competitors may be able to develop similar technology
independently. We currently hold a limited number of United States and foreign
patents and we periodically file additional applications for patents on various
features of our products. We cannot assure you that claims allowed with respect
to any current or future patents will prove to be sufficiently broad to protect
our technology. In addition, we cannot assure you that our patents will not be
challenged, invalidated or circumvented, or that the rights granted under the
patents will provide significant benefits. We and our customers from time to
time receive communications from third parties, including some of our
competitors, alleging infringement by our products of certain of such parties'
patent rights. Although these types of communications are common in the computer
and telecommunications industries, and we have in the past been able to obtain
any necessary licenses on commercially reasonable terms, we cannot assure you
that we would prevail in any litigation to enjoin our sale of any products on
the basis of such alleged infringement, or that we would be able to license any
valid patents on reasonable terms.
THE TRADING PRICE OF OUR COMMON STOCK MAY BE VOLATILE.
The trading price of our common stock may be affected by the risk
factors described in this prospectus as well as prevailing economic and
financial trends and conditions in the public securities markets. Stock prices
of companies in technology businesses tend to exhibit a high degree of
volatility. Shortfalls in revenues or earnings from the levels anticipated by
the public markets could have an immediate and significant adverse effect on the
trading price of our common stock in any given period. Such shortfalls may
result from events that are beyond our immediate control, can be unpredictable
and, since a significant proportion of our sales during each fiscal quarter
often occurs in the latter stages of the quarter, may not be discernible until
the end of a financial reporting period. These factors can contribute to the
volatility of the trading price of our common stock regardless of our long-term
prospects. The trading price of our common stock may also be affected by
developments, including reported financial results and fluctuations in trading
prices of the shares of other publicly-held companies in the computer and
communications industries generally, and in our industry in particular, which
may not have any direct relationship with our business or prospects.
8
<PAGE>
RECENT DEVELOPMENTS
On July 31, 2000, we acquired SYBORG Informationsysteme GmbH, a German
company and leading developer of software-based digital voice and Internet
recording and workforce management systems. The acquisition was effected as a
stock-for-stock exchange transaction and has been accounted for as a
pooling-of-interests. In connection with the acquisition, former shareholders of
SYBORG received approximately 201,000 shares of our common stock in exchange for
all the outstanding SYBORG shares.
On August 8, 2000, we acquired Gaya Software Industries Ltd., a
company in Israel, specializing in software-based intelligent Internet protocol
gateways and voice-over-Internet-protocol technology. The acquisition of Gaya
was effected as a stock-for-stock exchange transaction, which was accounted for
as a pooling-of-interests. In connection with the acquisition, former
shareholders of Gaya received approximately 255,382 shares of our common stock
in exchange for all the outstanding Gaya shares. In addition we assumed Gaya's
outstanding options and warrants.
On August 30, 2000, we acquired eXaLink, Ltd., a company in Israel
specializing in router-based wireless application protocol gateways and
applications software for the delivery of Internet-based services to wireless
devices. The acquisition was accounted for as a pooling-of-interests. In
connection with the acquisition we issued approximately 5,261,000 shares of our
common stock in exchange for all the outstanding eXalink shares. In addition we
assumed eXaLink's outstanding options.
USE OF PROCEEDS
The shares of common stock are being offered solely for the accounts
of the selling shareholders identified in this prospectus or any supplement or
amendment hereto. We will not receive any proceeds from the sale of their
shares.
9
<PAGE>
SELLING SHAREHOLDERS
With respect to each of the transactions described above, the selling
shareholders obtained shares of our common stock upon completion of the
transactions. In connection with these transactions, we agreed to register for
sale the shares of common stock issued by us to the former shareholders of
SYBORG, Gaya and eXaLink. We have also agreed to keep the registration statement
effective (subject to our right to require the selling shareholders to suspend
their use of this prospectus under certain circumstances), for as long as
reasonably specified in the plan of distribution contained in this prospectus.
We have also agreed to pay certain related expenses and to indemnify each
selling shareholder against certain liabilities, including liabilities arising
under the federal securities laws.
Messrs. Winfried Weinem, Christoph Grund and Thomas Werner served as
managing directors of SYBORG prior to our acquisition of SYBORG and continue to
serve in such capacities after the acquisition of SYBORG.
Messrs. Yotam Raz, Yoram Regev and Ofer Cornfeld served as Chief
Executive Officer, Vice President of Research and Development and Chief
Technology Officer, respectively, of GAYA. All three individuals also served as
directors of GAYA. After our acquisition of GAYA, Messrs. Raz, Regev and
Cornfeld continue to serve in their respective positions and continue to serve
as directors of GAYA.
Prior to our acquisition of eXaLink, Messrs. Rony Zarom, Eilon Tirosh,
Boaz Dinte, Jonathan Leitersdorf and Itai Horstock served as directors and
executive officers of eXaLink. Only Messrs. Rony Zarom and Eilon Tirosh continue
to be affiliated with eXaLink after the acquisition; Mr. Rony Zarom serves as
General Manager of eXaLink and Mr. Eilon Tirosh serves as Vice President of
eXaLink. Jonathan Leitersdorf serves as the managing member of Shalom.com LLC
and is a member of Sherpa Holdings LLC, each a selling shareholder. Itai
Horstock is a member of Macondo Inc. and Sherpa Holdings LLC, each a selling
shareholder. Boaz Dinte is a partner of the General Partner of Evergreen Canada
Israel Management Ltd.(ECIM), Evergreen Partners US Direct Fund III LP,
Evergreen Partners Direct Fund III (Israel) LP, Evergreen Partners Direct Fund
III (Israel 1) LP, Periscope 1 Fund-Israel Partnership LP and Periscope 1 Fund
LP, each a selling shareholder.
The following table sets forth information with respect to the selling
shareholders and the number of shares of common stock beneficially owned by each
selling shareholder. This information has been obtained from the selling
shareholders. Because the selling shareholders may sell all or some of the
shares of common stock covered under this prospectus, no estimate can be given
as to the number of shares that will be held by the selling shareholders upon
termination of any such sales. For purposes of compiling this table, we have
assumed that the selling shareholders will sell all of the shares offered
hereby. In addition, the selling shareholders identified below may have sold,
transferred or otherwise disposed of all or a portion of their shares since the
date on which they provided the information regarding their shares in
transactions exempt from the registration requirements of the Securities Act.
10
<PAGE>
<TABLE>
<CAPTION>
COMMON STOCK
COMMON STOCK OWNED OWNED AFTER THE
SELLING SHAREHOLDER BEFORE THE OFFERING TOTAL SHARES TO BE SOLD OFFERING
------------------- ------------------- ----------------------- --------
<S> <C> <C> <C>
Winfried Weinem (1) 132,736 132,736 0
Christoph Grund (1) 132,736 132,736 0
Thomas Werner (1) 132,736 132,736 0
Syborg Verwaltungsund
Leasinggesellschaft oHG (2) 119,104 119,104 0
Yotan Raz 85,127 85,127 0
Yoram Regev 85,128 85,128 0
Ofer Cornfeld 85,127 85,127 0
0
Zarom Holding Ltd. (3) 2,564,741 2,564,741 0
Tirosh Holdings Ltd. (4) 134,986 134,986 0
Mappiq Industries Ltd. 12,688 12,688 0
Pyramid S.A. 12,688 12,688 0
George Kogan 17,008 17,008 0
Hubert Haddad 77,212 77,212 0
Macondo Inc. 83,016 83,016 0
Caldera Investment Ltd. 45,085 45,085 0
Ofer Leidner 43,465 43,465 0
Orna Shulman 12,688 12,688 0
Pamela Druckerman 19,168 19,168 0
Robert Grosser 12,688 12,688 0
Victor Halpert 54,804 54,804 0
Ronanson Trading Ltd. 74,782 74,782 0
Sherpa Holdings LLC 340,705 340,705 0
David Arzi 24,837 24,837 0
Mordehai Golan 24,837 24,837 0
Benjamin Levin 24,837 24,837 0
David Ben Zeev 24,837 24,837 0
Abraham Lazar 24,837 24,837 0
Yoav Avtalion 24,837 24,837 0
Phen Jenin 32,126 32,126 0
Marcent Corp. 25,647 25,647 0
Alex Verjovsky 2,969 2,969 0
Daniel Chernin 1,889 1,889 0
Gelmin Uzi 6,479 6,479 0
Mensula Inc. 45,490 45,490 0
Shalom.com LLC 441,405 441,405 0
Mistall Group Ltd. 88,281 88,281 0
Calix Holdings Ltd. 73,162 73,162 0
Pierre Baruch 132,826 132,826 0
Evergreen Canada Israel Management
Ltd.(ECIM) 21,057 21,057 0
Evergreen Partners US Direct Fund III
LP 323,967 323,967 0
Evergreen Partners Direct Fund III
(Israel) LP 25,674 25,674 0
Evergreen Partners Direct Fund III
(Israel 1) LP 18,061 18,061 0
11
<PAGE>
COMMON STOCK
COMMON STOCK OWNED OWNED AFTER THE
SELLING SHAREHOLDER BEFORE THE OFFERING TOTAL SHARES TO BE SOLD OFFERING
------------------- ------------------- ----------------------- --------
<S> <C> <C> <C>
Periscope 1 Fund-Israel Partnership LP
75,052 75,052 0
Periscope 1 Fund LP 292,380 292,380 0
----------------------------
</TABLE>
(1) Includes 119,104 shares held by Syborg Verwaltungsund
Leasinggesellschaft oHG.
(2) Messrs. Weinem, Grund and Werner are each equal owners of Syborg
Verwaltungsund Leasinggesellschaft oHG and, as result, each could be
deemed to beneficially own all of the 119,104 shares owned directly by
Syborg Verwaltungsund Leasinggesellschaft oHG.
(3) Rony Zarom is the President and sole shareholder of Zarom Holding Ltd.,
and, as a result could be deemed beneficial owner of all of the
2,564,741 shares owned directly by Zarom Holding Ltd.
(4) Eilon Tirosh is the shareholder of Tirosh Holdings Ltd., and, as a
result could be deemed beneficial owner of all of the 134,986 shares
owned directly by Tirosh Holdings Ltd. In addition, Eilon Tirosh is the
holder of options to purchase 407,198 shares of our common stock which
are exercisable within 60 days of the date of this prospectus. These
options were granted by eXaLink, and were initially exercisable for
eXaLink ordinary shares. These options were assumed by us and became
exercisable for shares of our common stock upon the completion of our
acquisition of eXaLink.
Generally, only the selling shareholders identified in the foregoing
table who beneficially own the shares of common stock set forth opposite their
respective names may sell such shares pursuant to the registration statement of
which this prospectus forms a part. We may from time to time include additional
selling shareholders.
12
<PAGE>
PLAN OF DISTRIBUTION
The selling shareholders may sell their shares covered by this
prospectus from time to time at market prices prevailing at the time of sale, at
prices related to such prevailing market prices or at negotiated prices. The
selling shareholders may offer their shares for sale in one or more of the
following transactions:
o on the Nasdaq National Market,
o through the facilities of any national securities exchange or
U.S. automated inter-dealer quotation system of a registered
national securities association on which our shares are then
listed, admitted to unlisted trading privileges or included
for quotation,
o in privately negotiated transactions, or
o in a combination of such methods of sale.
The selling shareholders may sell their shares directly, or indirectly
through underwriters, broker-dealers or agents acting on their behalf. In
connection with such sales, the broker-dealers or agents may receive
compensation in the form of commissions, concessions, allowances or discounts
from the selling shareholders and/or the purchasers of the shares for whom they
may act as agent or to whom they sell the shares as principal or both (which
commissions, concessions, allowances or discounts might be in excess of
customary amounts thereof). Sales will be made only through broker-dealers
registered as such in a subject jurisdiction or in transactions exempt from such
registration. We have not been advised of any definitive selling arrangement at
the date of this prospectus between any selling shareholder and any
broker-dealer or agent. We will not receive any of the proceeds from the sale of
the shares by the selling shareholders.
In connection with the distribution of their shares, certain of the
selling shareholders may enter into hedging transactions with broker-dealers. In
connection with such transactions, broker-dealers may engage in short sales
their shares in the course of hedging the positions they assume with the selling
shareholders. The selling shareholders may also sell their shares short and
redeliver such shares to close out the short positions. The selling shareholders
may also enter into option or other transactions with broker-dealers which
require the delivery of their shares to the broker-dealer. The selling
shareholders may also loan or pledge the shares to a broker-dealer and the
broker-dealer may sell the shares so loaned, or upon a default, the
broker-dealer may effect sales of the pledged shares.
The selling shareholders and any dealer acting in connection with the
offering or any broker executing a sell order on behalf of a selling shareholder
may be deemed to be underwriters within the meaning of the Securities Act. In
such event any profit on the sale of shares by a selling shareholder and any
commissions or discounts received by any such broker or dealer may be deemed to
be underwriting compensation under the Securities Act. In addition, any such
broker or dealer may be required to deliver a copy of this prospectus to any
person who purchases any of the shares from or through such broker or dealer.
We have agreed to file the reports required to be filed by us under the
Securities Act and the Exchange Act in a timely manner and to take such further
action as any selling shareholder may reasonably request to enable such holder
to sell his or her securities without registration, including making publicly
available the information necessary to permit sales of the securities pursuant
to Rules 144 and 144A under the Securities Act.
We have agreed to pay all fees and expenses incurred in connection with
the registration of our shares of common stock, except fees and expenses of the
selling shareholders' counsel. We and the selling shareholders have agreed to
indemnify each other against certain civil liabilities, including certain
liabilities arising under the Securities Act and Exchange Act.
13
<PAGE>
LEGAL MATTERS
Certain legal matters with respect to the validity of the securities offered
hereby will be passed upon for the Company by William F. Sorin, attorney-at-law,
c/o Comverse, 170 Crossways Park Drive, Woodbury, New York 11797. Mr. Sorin is
an officer and director of the Company and the beneficial owner of 28,126 shares
of common stock issuable upon the exercise of options granted by us.
EXPERTS
The consolidated financial statements as of January 31, 1999 and 2000 and for
the years ended December 31, 1997 and January 31, 1999 and 2000, incorporated by
reference in this prospectus have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their report, which is incorporated herein by
reference, and have been so incorporated in reliance upon the report of such
firm given upon their authority as experts in accounting and auditing.
14
<PAGE>
------------------------------------------------------
------------------------------------------------------
YOU SHOULD RELY ONLY ON THE INFORMATION
PROVIDED OR INCORPORATED BY REFERENCE IN
THIS PROSPECTUS OR ANY SUPPLEMENT. WE HAVE
NOT AUTHORIZED ANYONE ELSE TO PROVIDE YOU
WITH ADDITIONAL OR DIFFERENT INFORMATION.
THE COMMON STOCK IS NOT BEING OFFERED IN ANY
STATE WHERE THE OFFER IS NOT PERMITTED. YOU
SHOULD NOT ASSUME THAT THE INFORMATION IN
THIS PROSPECTUS OR ANY SUPPLEMENT IS
ACCURATE AS OF ANY DATE OTHER THAN THE DATE
ON THE FRONT OF SUCH DOCUMENT.
----------------
5,676,593 SHARES
COMVERSE
TECHNOLOGY, INC.
COMMON STOCK
-------------
PROSPECTUS
October __, 2000
------------------------------------------------------
------------------------------------------------------
15
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<S> <C>
The estimated amounts of the expenses of and related to the offering are as follows:
Registration Fee -- Securities and Exchange Commission........................ $135,715
Accounting fees and expenses................................................. $10,000
Legal fees and expenses...................................................... $20,000
Miscellaneous................................................................ $0.00
------
Total........................................................................ $165,715
========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Business Corporation Law of the State of New York ("BCL") provides
that if a derivative action is brought against a director or officer, the
Registrant may indemnify him or her against amounts paid in settlement and
reasonable expenses, including attorneys' fees incurred by him or her in
connection with the defense or settlement of such action, if such director or
officer acted in good faith for a purpose which he or she reasonably believed to
be in the best interests of the Registrant, except that no indemnification shall
be made without court approval in respect of a threatened action, or a pending
action settled or otherwise disposed of, or in respect of any matter as to which
such director or officer has been found liable to the Registrant. In a
nonderivative action or threatened action, the BCL provides that the Registrant
may indemnify a director or officer against judgments, fines, amounts paid in
settlement and reasonable expenses, including attorneys' fees incurred by him or
her in defending such action if such director or officer acted in good faith for
a purpose which he or she reasonably believed to be in the best interests of the
Registrant.
Under the BCL, a director or officer who is successful, either in a
derivative or nonderivative action, is entitled to indemnification as outlined
above. Under any other circumstances, such director or officer may be
indemnified only if certain conditions specified in the BCL are met. The
indemnification provisions of the BCL are not exclusive of any other rights to
which a director or officer seeking indemnification may be entitled pursuant to
the provisions of the certificate of incorporation or the by-laws of a
corporation or, when authorized by such certificate of incorporation or by-
laws, pursuant to a shareholders' resolution, a directors' resolution or an
agreement providing for such indemnification.
The above is a general summary of certain indemnity provisions of the
BCL and is subject, in all cases, to the specific and detailed provisions of
Sections 721-725 of the BCL.
The Registrant has included in its Certificate of Incorporation, a
provision that no director of the Registrant shall be personally liable to the
Registrant 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 BCL.
The By-Laws of the Registrant further provide that the Registrant 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 BCL and when authorized by resolution of the shareholders or
directors of the Registrant 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 established 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
16
<PAGE>
advantage to which he was not legally entitled. The Registrant has entered into
indemnity agreements with each of its directors and officers pursuant to the
foregoing provisions of its By-Laws. The Registrant maintains insurance policies
insuring each of its directors and officers against certain civil liabilities,
including liabilities under the Securities Act.
ITEM 16. EXHIBITS.
Exhibit No. Description of Exhibit
----------- ----------------------
3.1* Certificate of Incorporation of Registrant (incorporated by
reference to the Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1987).
3.2* Certificate of Amendment of Certificate of Incorporation of
Registrant effective February 26, 1993 (incorporated by
reference to Exhibit 4(A)(1) to the Registrant's Annual Report
on Form 10-K for the year ended December 31, 1992).
3.3* Certificate of Amendment of Certificate of Incorporation of
Registrant effective January 12, 1995 (incorporated by
reference to Exhibit 4(A)(2) to the Registrant's Annual Report
on Form 10-K for the year ended December 31, 1994).
3.4* Certificate of Amendment of Certificate of Incorporation of
Registrant dated October 18, 1999 (incorporated by reference to
the Registrant's Annual Report on Form 10-K for the year ended
January 31, 2000).
3.5* By-laws of Registrant, as amended (incorporated by reference to
the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1987).
4.1* Specimen Common Stock certificate (incorporated by reference to
Exhibit 4(C)(1) to the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1992).
5** Opinion of William F. Sorin.
23.1** Consent of William F. Sorin (included as part of Exhibit 5
hereto).
23.2+ Consent of Deloitte & Touche LLP.
24** Power of Attorney (included on signature pages).
---------------
* Incorporated by reference.
** Previously filed as an exhibit to the initial Registration Statement on Form
S-3, filed on September 29, 2000.
+ Filed herewith.
ITEM 17. UNDERTAKINGS.
(1) The undersigned registrant hereby undertakes:
(a) to file, during any period in which offers or sales are
being made hereunder, a post-effective amendment to this
registration statement:
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
17
<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 hereto)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any
increase or decrease in the volume of securities offered (if
the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective registration
statement;
(iii) to include any material information with
respect to the plan of distribution not previously disclosed
in this registration statement or any material change to such
information in this registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
will not apply if the registration statement is on Form S-3,
Form S-8 or Form F-3, and 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 by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(b) that, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) 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.
(2) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in this registration statement shall be
deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 of 1933 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 of whether such indemnification
by it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
18
<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-3 and has duly caused this
registration statement or amendment hereto to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on October 11, 2000.
COMVERSE TECHNOLOGY, INC.
By:/s/ Kobi Alexander
--------------------------------
Kobi Alexander
President, Chairman of the Board and Chief
Executive Officer
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 dates indicated.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
--------- -------- ----
<S> <C> <C>
/s/ Kobi Alexander
------------------------------------ Chairman, President and Chief Executive October 11, 2000
Kobi Alexander Officer and Director (Principal Executive
Officer)
/s/ David Kreinberg
------------------------------------ Chief Financial Officer October 11, 2000
David Kreinberg (Principal Financial and Accounting Officer)
* Director October 11, 2000
------------------------------------
Zvi Alexander
* Director October 11, 2000
------------------------------------
Itsik Danziger
* Director October 11, 2000
------------------------------------
John H. Friedman
* Director October 11, 2000
------------------------------------
Francis E. Girard
* Director October 11, 2000
------------------------------------
Sam Oolie
19
<PAGE>
/s/ William F. Sorin
------------------------------------ Secretary and Director October 11, 2000
William F. Sorin
* Director October 11, 2000
------------------------------------
Shaula A. Yemini
By: /s/ David Kreinberg
------------------------------------
David Kreinberg
(Attorney-in-Fact)
</TABLE>
20
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
----------- ----------------------
23.2 Consent of Deloitte & Touche LLP.
21
