Comverse, Inc.
810 Seventh Avenue
New York, New York
10019
October 10, 2012
Via EDGAR and Facsimile
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, D.C. 20549
Attention: | Mark P. Shuman |
Re: | Request for Acceleration of Effectiveness |
Comverse, Inc.
Registration Statement on Form 10 (No. 001-35572) (the Registration Statement)
Ladies and Gentlemen:
Comverse, Inc. (the Company) hereby requests that the effectiveness for the above-captioned Registration Statement be accelerated to 2 pm, Eastern Daylight Time, on October 12, 2012, or as soon thereafter as practicable. In accordance with Rule 12d1-2 promulgated under the Securities Exchange Act of 1934, as amended (the Act), the reasons for this request are as follows: the Company expects that its distribution from Comverse Technology, Inc. will occur on or about October 31, 2012. In order to achieve the Companys business objectives, it is critical that the Form 10 be declared effective as requested herein and, accordingly, we greatly appreciate the staffs efforts to accommodate the Companys timeline.
The Company hereby confirms that it is aware of its obligations under the Act. The Company acknowledges the following:
| Should the Securities and Exchange Commission (the Commission) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement; |
| The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and |
| The Company may not assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
We request that we be notified of such effectiveness by a telephone call to Rod Miller of Milbank, Tweed, Hadley & McCloy LLP at (212) 530-5022 or Brett Nadritch at (212) 530-5301, and that such effectiveness be confirmed in writing and delivered to the same by fax at (212) 822-5022 or (212) 822-5301.
Very truly yours, | ||
Comverse, Inc. | ||
By: | /s/ Thomas B. Sabol | |
Name: Thomas B. Sabol | ||
Title: Senior Vice President, Chief Financial Officer | ||
cc: | Roy Luria |