COMVERSE TECHNOLOGY INC/NY/
8-K, 2000-07-28
TELEPHONE & TELEGRAPH APPARATUS
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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                                -----------------


                                    FORM 8-K


                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934




Date of Report (Date of earliest event reported): JULY 14, 2000




                            COMVERSE TECHNOLOGY, INC.
             (Exact name of Registrant as specified in its charter)






          NEW YORK                     0-15502                13-3238402
(State or Other Jurisdiction         (Commission          (I.R.S. Employer
      of Incorporation)              File Number)         Identification No.)



   170 CROSSWAYS PARK DRIVE
      WOODBURY, NEW YORK                                    11797
(Address of Principal Executive                          (Zip Code)
           Offices)



Registrant's telephone number, including area code  (516) 677-7200




                                 NOT APPLICABLE
          (Former Name or Former Address, if Changed Since Last Report)

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NY2:\947710\01\KB9@01!.DOC\37994.0018
<PAGE>

ITEM 1.           NOT APPLICABLE.

ITEM 2.           ACQUISITION OR DISPOSITION OF ASSETS.

                  On July 14, 2000, Comverse Technology, Inc., a New York
corporation ("Comverse"), completed its acquisition of Loronix Information
Systems, Inc., a Nevada corporation ("Loronix"). The acquisition was effected by
the merger (the "Merger") of Comverse Acquisition Corp., a Nevada corporation
and direct, wholly-owned subsidiary of Comverse with and into Loronix with
Loronix being the surviving corporation, pursuant to the Agreement and Plan of
Merger, dated as of March 5, 2000, among Loronix, Comverse and Comverse
Acquisition Corp. As a result of the Merger, Loronix is now a direct,
wholly-owned subsidiary of Comverse.

                  Prior to the Merger, Loronix's assets were used primarily in
the business of designing, marketing, selling and supporting a family of
software-based digital video recording and identification management solutions
worldwide. Comverse and Loronix intend to continue such businesses.

                  Pursuant to the terms of the Merger Agreement, each issued and
outstanding share of common stock, par value $.001 per share, of Loronix
("Loronix Common Stock") was converted into the right to receive 0.385 shares of
common stock, par value $0.10 per share, of Comverse ("Comverse Common Stock").
Comverse will issue approximately 1,995,000 shares of Comverse Common Stock in
exchange for the shares of Loronix Common Stock. In addition, each option to
purchase Loronix Common Stock outstanding under Loronix's stock option plans was
converted into an option to purchase the number of shares of Comverse Common
Stock equal to the number of shares of Loronix Common Stock subject to such
option multiplied by the exchange ratio for the Merger, and the associated
exercise price was adjusted accordingly.

                  All information concerning the Merger and the operation of the
combined businesses of Comverse and Loronix after the Merger that was filed with
the Securities and Exchange Commission (the "SEC") pursuant to Rule 424(b) under
the Securities Act of 1933, as part of Loronix's Joint Proxy
Statement/Prospectus, dated June 7, 2000 (the "Loronix Proxy
Statement/Prospectus"), is incorporated herein by reference.

ITEM 3-6.         NOT APPLICABLE.

ITEM 7.           FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
                  EXHIBITS.

         (a)      Financial Statements of Businesses Acquired.

                  The consolidated audited balance sheet of Loronix as of
December 31, 1999 and the consolidated statements of operations and cash flows
of Loronix for the fiscal years ended December 31, 1998 and 1999 and the notes
therewith, have been filed with the SEC as part of Loronix's Annual Report on
Form 10-KSB (File No. 000-24738) for the fiscal year ended December 31, 1999,
and are incorporated herein by reference.

                                       2
<PAGE>

                  The consolidated audited balance sheet of Loronix as of
December 31, 1998 and the consolidated statements of operations and cash flows
of Loronix for the fiscal year ended December 31, 1997 and the notes therewith,
have been filed with the SEC as part of Loronix's Annual Report on Form 10-KSB
(File No. 000-24738) for the fiscal year ended December 31, 1998, and are
incorporated herein by reference.

                  The unaudited consolidated balance sheet of Loronix as of
March 31, 2000 and the unaudited consolidated statements of operations and cash
flows of Loronix for the three months ended March 31, 2000 and 1999 have been
filed with the SEC as part of Loronix's Quarterly Report on Form 10-QSB (File
No. 000-24738) for the fiscal quarter ended March 31, 2000, and are incorporated
herein by reference.

         (b)      Pro Forma Financial Information.

                  The unaudited pro forma condensed combined balance sheet of
Comverse and Loronix at January 31, 2000 and the unaudited pro forma condensed
combined statements of income of Comverse and Loronix for the years ended
December 31, 1997 and January 31, 1999 and 2000, and the notes therewith have
been filed with the SEC as part of Amendment No. 1 to Comverse's Registration
Statement on Form S-4 (Registration No. 333-37170), and are incorporated herein
by reference.

         (c)      Exhibits.

         2.1      Agreement and Plan of Merger, dated as of March 5, 2000, among
                  Loronix, Comverse and Comverse Acquisition Corp. (incorporated
                  herein by reference to Amendment No. 1 to the Registrant's
                  Registration Statement on Form S-4, (Registration No.
                  333-37170)).

         *99.1    Press Release of the Registrant, dated July 17, 2000.

         99.2     Consolidated audited balance sheets of Loronix as of December
                  31, 1999 and consolidated statements of operations and cash
                  flows of Loronix for the fiscal years ended December 31, 1998
                  and 1999 (incorporated herein by reference to Loronix's Annual
                  Report on Form 10-KSB (File No. 000-24738) for the fiscal year
                  ended December 31, 1999).

         99.3     Consolidated audited balance sheets of Loronix as of December
                  31, 1998 consolidated statements of operations and cash flows
                  of Loronix for the fiscal year ended December 31, 1997
                  (incorporated herein by reference to Loronix's Annual Report
                  on Form 10-KSB (File No. 000-24738) for the fiscal year ended
                  December 31, 1998).

         99.4     Unaudited consolidated balance sheet of Loronix as of March
                  31, 2000 and the unaudited consolidated statements of
                  operations and cash flows of Loronix for the three months
                  ended March 31, 2000 and 1999 (incorporated herein by
                  reference to Loronix's Quarterly Report on Form 10-QSB (File
                  No. 000-24738) for the fiscal quarter ended March 31, 2000).

                                       3
<PAGE>

         99.5     Unaudited pro forma condensed combined balance sheet of
                  Comverse and Loronix at January 31, 2000 and the unaudited pro
                  forma condensed combined statements of income of Comverse and
                  Loronix for the years ended December 31, 1997 and January 31,
                  1999 and 2000, and (incorporated herein by reference to the
                  Loronix Proxy Statement/Prospectus filed on June 8, 2000).


                  -----------------
                  * Filed herewith.


                                    SIGNATURE

                  Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereto duly authorized.

                                          COMVERSE TECHNOLOGY, INC.


Dated:  July 28, 2000                     By:   /s/ William F. Sorin
                                              --------------------------
                                              Name: William F. Sorin
                                              Title: Corporate Secretary



                                       4
<PAGE>

                                  EXHIBIT INDEX
                                  -------------

EXHIBIT
-------

2.1      Agreement and Plan of Merger, dated as of March 5, 2000, among Loronix,
         Comverse and Comverse Acquisition Corp. (incorporated herein by
         reference to Amendment No. 1 to the Registrant's Registration Statement
         on Form S-4, (Registration No. 333-37170)).

* 99.1   Press Release of the Registrant, dated July 17, 2000.

99.2     Consolidated audited balance sheets of Loronix as of December 31, 1999
         and consolidated statements of operations and cash flows of Loronix for
         the fiscal years ended December 31, 1998 and 1999 (incorporated herein
         by reference to Loronix's Annual Report on Form 10-KSB (File No.
         000-24738) for the fiscal year ended December 31, 1999).

99.3     Consolidated audited balance sheets of Loronix as of December 31, 1998
         consolidated statements of operations and cash flows of Loronix for the
         fiscal year ended December 31, 1997 (incorporated herein by reference
         to Loronix's Annual Report on Form 10-KSB (File No. 000-24738) for the
         fiscal year ended December 31, 1998).

99.4     Unaudited consolidated balance sheet of Loronix as of March 31, 2000
         and the unaudited consolidated statements of operations and cash flows
         of Loronix for the three months ended March 31, 2000 and 1999
         (incorporated herein by reference to Loronix's Quarterly Report on Form
         10-QSB (File No. 000-24738) for the fiscal quarter ended March 31,
         2000).

99.5     Unaudited pro forma condensed combined balance sheet of Comverse and
         Loronix at January 31, 2000 and the unaudited pro forma condensed
         combined statements of income of Comverse and Loronix for the years
         ended December 31, 1997 and January 31, 1999 and 2000 , and
         (incorporated herein by reference to the Loronix Proxy
         Statement/Prospectus filed on June 8, 2000).




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* Filed herewith.


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