As filed with the Securities and Exchange Commission on October 6, 2000
Registration No. 333_____
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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, NEW YORK 11797
(516) 677-7200
(Address, Including Zip Code, and Telephone Number,
including Area Code, of Registrant's Principal Executive Offices)
SHARE OPTION PLAN OF GAYA SOFTWARE INDUSTRIES LTD.
(Full Title of Plan)
KOBI ALEXANDER
PRESIDENT AND CHIEF EXECUTIVE OFFICER
170 CROSSWAYS PARK DRIVE
WOODBURY, NEW YORK 11797
(516) 677-7200
(Name and Address, Including Zip Code,
and Telephone Number, Including Area Code, of Agent For Service)
Copies to:
STEPHEN M. BESEN, ESQ. WILLIAM F. SORIN
WEIL, GOTSHAL & MANGES LLP SECRETARY
767 FIFTH AVENUE COMVERSE TECHNOLOGY, INC.
NEW YORK, NEW YORK 10153 170 CROSSWAYS PARK DRIVE
(212) 310-8000 WOODBURY, NEW YORK 11797
(516) 677-7200
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Title of Each Class of Securities to be Amount to be Proposed Maximum Proposed Maximum Amount of
Registered Registered(1) Offering Price Per Aggregate Offering Registration Fee
Share(2) Price(2)
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<S> <C> <C> <C> <C>
Common Stock, par value $.10 per share 10,505 $1.00 $1.00 $1.00
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TOTAL
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(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 on the
basis of the price at which each outstanding option to purchase shares of
the Registrant's Common Stock may be exercised under each Plan.
===================================================================================================================================
</TABLE>
NY2:\968745\01\KRHL01!.DOC\37994.0003
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION
The documents containing the information specified in Part I
of this Registration Statement on Form S-8 will be sent or given to the 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 Securities and Exchange Commission (the "Commission") either as a
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.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Upon written or oral request, any of the documents
incorporated by reference in Item 3 of Part II of this Registration Statement
(which documents are incorporated by reference in this Section 10(a)
Prospectus), other documents required to be delivered to eligible employees
pursuant to Rule 428(b) of the Securities Act or additional information about
the Share Option Plan of Gaya Software Industries Ltd. and the administrator of
such option plan are available without charge by contacting:
Comverse Technology, Inc.
170 Crossways Park Drive
Woodbury, New York 11797
(516) 677-7200
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<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 and made a part hereof:
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
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.
All documents subsequently filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment to this Registration Statement
which indicates that all securities covered by this Registration Statement have
been sold or which deregisters all of the securities then remaining unsold, will
be deemed to be incorporated by reference in this Registration Statement and to
be a part of this document from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference in this document will be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement contained
in this document or in any other subsequently filed document which also is or is
deemed to be incorporated by reference in this document modifies or supersedes
such statement. Any such statement so modified or superseded will not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. 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
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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 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 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit No. Description of Exhibit
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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).
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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 Share Option Plan of Gaya Software Industries Ltd.
*5.1 Opinion of William F. Sorin, Esq.
*23.1 Consent of William F. Sorin, Esq. (included in Exhibit 5.1 hereto).
*23.2 Consent of Deloitte & Touche LLP
*24.1 Powers of Attorney (included in the signature pages of this
Registration Statement).
--------------------------------
* Filed herewith.
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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) to reflect in the prospectus any facts or events
arising after the effective date of the 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 the registration
statement. Notwithstanding the foregoing, any increase or
decrease in 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 and 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 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement; and
(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 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 by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the 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; and
(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 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the 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 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.
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SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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, duly
authorized, as of October 6, 2000.
COMVERSE TECHNOLOGY, INC.
By:/s/ David Kreinberg
-------------------------
David Kreinberg
Chief Financial Officer
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POWER OF ATTORNEY
We, the undersigned directors and officers of Comverse
Technology, Inc. (the "Company") and each of us, do hereby constitute and
appoint William F. Sorin and David Kreinberg, or either of them, our true and
lawful attorneys-in-fact and agents, each with full power of substitution and
resubstitution, to do any and all acts and things in our names and on our behalf
in our capacities as directors and officers and to execute any and all
instruments for us and in our names in the capacities indicated above, which
said attorneys or agents, or either of them, may deem necessary or advisable to
enable the Company to comply with the Securities Act of 1933, as amended, and
any rules, regulations and requirements of the Securities and Exchange
Commission, and any and all amendments (including post-effective amendments) to
this Registration Statement, in connection with the public offering of the
common stock of the Company, including specifically but without limitation,
power and authority to sign for us or any of us in our names in the capacities
indicated below, any and all amendments (including post-effective amendments) to
such Registration Statement; and we do hereby ratify and confirm all that the
said attorneys and agents, or their substitute or substitutes, or either of
them, shall 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 dates indicated:
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
--------- -------- ----
<S> <C> <C>
/s/ Kobi Alexander Chairman, President and Chief Executive October 6, 2000
-------------------- Officer and Director (Principal Executive
Kobi Alexander Officer)
/s/ David Kreinberg Chief Financial Officer October 6, 2000
-------------------- (Principal Financial and Accounting Officer)
David Kreinberg
/s/ Zvi Alexander Director October 6, 2000
--------------------
Zvi Alexander
/s/ Itsik Danziger Director October 6, 2000
--------------------
Itsik Danziger
/s/ Francis E. Girard Director October 6, 2000
---------------------
Francis E. Girard
/s/ Sam Oolie Director October 6, 2000
--------------------
Sam Oolie
/s/ William F. Sorin Secretary and Director October 6, 2000
--------------------
William F. Sorin
/s/ Shaula A. Yemini Director October 6, 2000
--------------------
Shaula A. Yemini
</TABLE>
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Exhibits
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Exhibit No. Description of Exhibit
----------- ----------------------
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 Share Option Plan of Gaya Software Industries Ltd.
*5.1 Opinion of William F. Sorin, Esq.
*23.1 Consent of William F. Sorin, Esq. (included in Exhibit 5.1 hereto).
*23.2 Consent of Deloitte & Touche LLP
*24.1 Powers of Attorney (included in the signature pages of this
Registration Statement).
--------------------------------
* Filed herewith.
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