-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JnXmFqJwvfCyQqtNfu4ICgDmXjEkI/9y6zMoX01lHfokJhnMffQ1HIqlecvrqNBf R09nhdaKgp++ZCiJCANjhQ== 0000893838-99-000235.txt : 19990820 0000893838-99-000235.hdr.sgml : 19990820 ACCESSION NUMBER: 0000893838-99-000235 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19990819 EFFECTIVENESS DATE: 19990819 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMVERSE TECHNOLOGY INC/NY/ CENTRAL INDEX KEY: 0000803014 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 133238402 STATE OF INCORPORATION: NY FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-85565 FILM NUMBER: 99696045 BUSINESS ADDRESS: STREET 1: 170 CROSSWAYS PARK DR CITY: WOODBURY STATE: NY ZIP: 11797 BUSINESS PHONE: 5166777200 MAIL ADDRESS: STREET 1: 170 CROSSWAYS PARK DRIVE STREET 2: 170 CROSSWAYS PARK DRIVE CITY: WOODBURY STATE: NY ZIP: 11797 S-8 1 As filed with the Securities and Exchange Commission on August __, 1999 Registration Statement No. 333- ================================================================================ 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 incorporation or organization) Identification Number) 170 Crossways Park Drive Woodbury, NY 11797 (Telephone: 516-677-7200) (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) Second Amended and Restated 1996 Founders Stock Option Plan Second Amended and Restated 1996 Stock Option Plan of InTouch Systems, Inc. (Full Title of Plan) --------------- Kobi Alexander Chairman of The Board and Chief Executive Officer Comverse Technology, Inc. 170 Crossways Park Drive Woodbury, NY 11797 516-677-7200 (Name and address, including zip code, and telephone number, including area code, of Agent for Service) --------------- Copies to: William F. Sorin, Esq. Barbara L. Becker, Esq. 823 Park Avenue Chadbourne & Parke LLP New York, New York 10021 30 Rockefeller Plaza (Telephone: 212-249-0743) New York, New York 10112 (Telephone: 212-408-5100) --------------- CALCULATION OF REGISTRATION FEE
--------------------------- ---------------------- ----------------------- ---------------------- ================= Title of each class of Amount Proposed maximum Proposed maximum Amount of securities to be to be offering price aggregate registration registered registered(1) per share (2) offering price(2) fee =========================== ====================== ======================= ====================== ================= Common Stock, par value 39,561 shares $76.72 $3,035,119.92 $843.76 $0.10 per share =========================== ====================== ======================= ====================== =================
(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) Estimated solely for the purpose of calculating the registration fee, based on the average high and low sale prices of the Registrants' Common Shares as reported by the Nasdaq National Market on August ___, 1999, pursuant to Rule 457(h)(1) promulgated under the Securities Act of 1933. ================================================================================ PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS The documents containing the information required by Part I of Form S-8 will be sent or given to 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 the Securities and Exchange Commission (the "Commission") either as 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. I-1 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: (i) the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 1999, (ii) the Company's Quarterly Report on Form 10-Q for the quarter ended April 30, 1999, and (iii) the description of the Company's Common Stock contained in the Company's Registration Statement on Form 8-A filed with the Commission, pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), on March 17, 1987, including any amendment or report filed for the purpose of updating such description. All documents subsequently filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Counsel for the Company, William F. Sorin, attorney at law, 823 Park Avenue, New York, New York 10021, has rendered an opinion to the effect that the Common Stock offered hereby will, when issued in accordance with the Second Amended and Restated 1996 Founders Stock Option Plan and the Second Amended and Restated 1996 Stock Option Plan of InTouch Systems, Inc., be legally and validly issued, fully-paid and nonassessable. Mr. Sorin is an officer and director of the Company and the beneficial owner of 6,562 shares of Common Stock issuable upon exercise of stock options granted by the Company. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Company has included in its Certificate of Incorporation, pursuant to Section 402(b) of the Business Corporation Law of the State of New York (the "Business Corporation Law"), a provision that no director of the Company shall be personally liable to the Company 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 Business Corporation Law. The By-Laws of the Company further provide that the Company 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 Business Corporation Law and when authorized by resolution of the shareholders or directors of the Company 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 establishes that his acts were committed in bad faith or were the result of active and deliberate dishonesty material to the cause of action so II-1 adjudicated, or that he personally gained in fact a financial profit or other advantage to which he was not legally entitled. The Company has entered into indemnity agreements with each of its directors and officers pursuant to the foregoing provisions of its By-Laws. The Company 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 - ---------- ---------------------- 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 Second Amended and Restated 1996 Founders Stock Option Plan of InTouch Systems, Inc. 4.5 Second Amended and Restated 1996 Stock Option Plan of InTouch Systems, Inc. 5 Opinion of William F. Sorin, Esq. 23.1 Consent of William F. Sorin, Esq. (included in his opinion which appears as Exhibit 5 to this Registration Statement). 23.2 Consent of Deloitte & Touche LLP. 23.3 Consent of PricewaterhouseCoopers LLP. 24 Power of Attorney (included as part of the signature page to this Registration Statement and incorporated herein by reference). 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 this 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 this 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 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 II-2 changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in this 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. (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. (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 that is incorporated by reference in this 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 Securities and Exchange 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. II-3 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-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of New York, State of New York, on this 19th day of August, 1999. COMVERSE TECHNOLOGY, INC. By: /s/ Kobi Alexander ------------------------------------ Kobi Alexander President, Chairman of the Board and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Kobi Alexander, William F. Sorin and David Kreinberg, or any of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his name, place and stead, in any and all capacities, in connection with the Registrant's Registration Statement on Form S-8 under the Securities Act of 1933, including to sign the Registration Statement and any and all amendments to this Registration Statements, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and any applicable securities exchange or securities self-regulatory body, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully, to all intents and purposes as he might or could do in person, hereby ratifying and confirming that said attorneys-in-fact and agents, or his substitute or substitutes, may lawfully 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. SIGNATURE TITLE DATE - --------- ----- ---- /s/ Kobi Alexander President, Chairman of the Board August 18, 1999 and Chief Executive Officer - ------------------------- Kobi Alexander /s/ David Kreinberg Chief Financial Officer (principal August 18, 1999 financial and accounting officer) - ------------------------- David Kreinberg II-4 SIGNATURE TITLE DATE - --------- ----- ---- /s/ Carmel Vernia Director August 18, 1999 - ------------------------- Carmel Vernia /s/ Francis E. Girard Director August 17, 1999 - ------------------------- Francis E. Girard /s/ Zvi Alexander Director August 17, 1999 - ------------------------- Zvi Alexander /s/ Itsik Danziger Director August 18, 1999 - ------------------------- Itsik Danziger /s/ Sam Oolie Director August 18, 1999 - ------------------------- Sam Oolie /s/ John H. Friedman Director August 18, 1999 - ------------------------- John H. Friedman /s/ William F. Sorin Secretary and Director August 18, 1999 - ------------------------- William F. Sorin /s/ Shaula A. Yemini Director August 17, 1999 - ------------------------- Shaula A. Yemini II-5 EXHIBIT INDEX 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 Second Amended and Restated 1996 Founders Stock Option Plan of InTouch Systems, Inc. 4.5 Second Amended and Restated 1996 Stock Option Plan of InTouch Systems, Inc. 5 Opinion of William F. Sorin, Esq. 23.1 Consent of William F. Sorin, Esq. (included in his opinion which appears as Exhibit 5 to this Registration Statement). 23.2 Consent of Deloitte & Touche LLP. 23.3 Consent of PricewaterhouseCoopers LLP. 24 Power of Attorney (included as part of the signature page to this Registration Statement and incorporated herein by reference). II-6 EX-4 2 EXHIBIT 4.4 Exhibit 4.4 INTOUCH SYSTEMS, INC. SECOND AMENDED AND RESTATED 1996 FOUNDERS STOCK OPTION PLAN April 20, 1999 The purpose of this Stock Option Plan (the "Plan") is to encourage and enable officers, directors, employees, consultants and agents of InTouch Systems, Inc. (the "Company") who participated in the founding, formation, and early stages of the Company to acquire a proprietary interest in the Company through the granting of options as herein provided. By encouraging such individuals to acquire ownership of its stock, the Company seeks to attract and retain the services of persons of exceptional competence and to furnish an incentive for them to increase their efforts on behalf of the Company. The Options that may be granted hereunder include both incentive stock options ("Incentive Stock Options") as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), and options that are not qualified under the Code ("Non-Qualified Options"). Both forms of option will be collectively referred to herein as the "Options." 1. Shares of Stock Subject to the Plan The stock that may be issued and sold pursuant to Options granted under the Plan shall not exceed, in the aggregate, 69,000 shares of the Common Stock, $.01 par value per share, of the Company (the "Common Stock"), which may be either (i) authorized but unissued shares or treasury shares, or (ii) shares previously reserved for issue upon exercise of Options under the Plan, which Options have expired or been terminated; provided, however, that the number of shares subject to the Plan shall be adjusted as provided in Section 8. 2. Eligibility Incentive Stock Options may be granted to persons who are employees of the Company or a Subsidiary and eligible to receive an Incentive Stock Option under the Code. Non-Qualified Options may be granted to officers, directors, employees, consultants or agents of the Company or a Subsidiary, and to such other persons as the Board may select from time to time. 3. Administration The Board of Directors of the Company (the "Board") shall determine the persons to be granted Options ("Optionees"), the number of shares of Stock subject to each Option, whether the Options shall be Incentive Stock Options or Non-Qualified Options, and the exercise price, vesting requirements, if any, and other terms of each Option, consistently with the provisions of the Plan. All Options shall be embodied in written option agreements signed by the Optionee and an authorized officer of the Company. The Board shall have exclusive authority to grant Options under the Plan, make determinations under the Plan and any Option, interpret any provision of the Plan and any Option, resolve disputes arising under the Plan and any Option and supervise the administration of the Plan. The Board may also amend the terms of outstanding Options, subject to the consent of the Optionee if the amendment adversely affects any of his or her substantive rights under the Option. The Board may appoint from its members a committee of two or more persons who may exercise the powers of the Board in granting Options and taking any other action under the Plan. Any of the foregoing actions taken by the Board or said committee shall be final and conclusive and shall be binding on the Company and each Optionee. 4. Price and Terms (a) The purchase price of shares under each Incentive Stock Option shall be at least equal to the fair market value per share of the Common Stock as determined by the Board as of the date of grant of the Option. The purchase price of shares under a Non-Qualified Option shall be whatever price is determined by the Board in its sole discretion, but in no event, lower than 50% of fair market value. Each Option shall be exercisable at such time or times as the Board shall from time to time determine but, with respect to an Incentive Stock Option, in no event after the expiration of ten years from the date such Option is granted. (b) Notwithstanding the foregoing, no Incentive Stock Option may be granted to an Optionee deemed to own, directly or indirectly, more than ten percent of the total combined voting power of all classes of stock of the Company or any Subsidiary pursuant to the Code unless (i) the purchase price is at least 110% of the fair market value per share of the Common Stock as of the date of grant of the Option, and (ii) the Option expires within five years after the date of its grant. (c) Notwithstanding the foregoing, the aggregate fair market value (determined as of the date of grant of the Option) of the shares of Common Stock as to 2 which any Incentive Stock Option granted under the Plan or any other option plan of the Company shall vest or become exercisable for the first time by an Optionee in any calendar year shall not exceed $100,000. 5. Limitations on Right to Exercise, Shareholder Rights The Board may establish one or more events upon which an Option becomes exercisable, or provide that an Option is exercisable in such installments (which need not be equal) at such times as is determined by the Board. The Board may also establish whether Options not exercised within specified periods may accumulate and become exercisable, in whole or in part, on any later date(s), and it may provide for the acceleration of the vesting or exercise dates of Options, or if permitted by the Option terms, acceleration of the expiration dates of Options in certain events. Options may not be exercised to purchase fractional shares unless the Board otherwise provides. The delivery of certificates representing shares under any Option will be contingent upon receipt by the Company from the Optionee (or a substitute purchaser permitted by the terms of the Option) of the full purchase price for such shares and the fulfillment of any other requirements specified in the Option or applicable provisions of law. No Optionee or other person entitled to exercise an Option shall be, or shall be deemed to be, a holder of any shares of Common Stock subject to the Option for any purpose unless and until certificates for such shares are issued to such Optionee under the terms of the Plan and the Option. 6. Tax Treatment of Option Incentive Stock Options granted under the Plan are intended to be treated as incentive stock options under the Code. Incentive Stock Options which fail to qualify as incentive stock options under the Code for any reason, in whole or in part, shall not be invalid, but shall be treated as non-qualified stock options under the Code to the extent that they do not qualify for incentive stock option treatment. Non-Qualified Options granted under the Plan are intended to be treated as non-qualified options under the Code. 7. Non-transferability of Option Options granted under the Plan shall not be transferable by the Optionee, other than by will or the laws of descent or distribution or pursuant to a qualified domestic relations order as defined in the Code, and are exercisable during the Optionee's lifetime only by the Optionee. In addition, the Board may permit Non-Qualified Options to be transferred to, and exercised by, members of the immediate family of the Optionee, trusts for their benefit, partnerships of which they are the sole partners or the guardian or 3 conservator of the Optionee in the event of his or her legal incapacity. The rights and obligations of the Company under the Plan and any Options may be assigned to a successor corporation. 8. Dilution or Other Adjustments If the Company effects a stock split, consolidation of shares or other recapitalization of its stock, the payment of a stock dividend, or any other increase or reduction in the number of shares of Common Stock outstanding without receiving compensation therefor in money, services or property, then (i) the number, class, and price of shares of Common Stock subject to outstanding Options hereunder shall be appropriately adjusted by the Board in such a manner as to entitle each Optionee to receive upon exercise of an Option in full, for the same aggregate consideration, that number and class of shares which the Optionee would have received as a result of the event requiring the adjustment had the Optionee exercised the Option in full immediately prior to such event; and (ii) the number and class of shares reserved for issuance under the Plan shall be appropriately adjusted by the Board by substituting that number and class of shares of stock which stockholders of the Company would have been received as a result of such event if they held all of the reserved shares immediately prior to such event; provided, however, that outstanding Options and Options to be issued under the Plan shall not be issued or exercisable for fractional shares, and the Board may determine in its discretion to adjust outstanding Options or shares reserved under the Plan to the nearest whole number of shares, or it may require payment of cash to an Optionee who exercises an Option for a fractional share in an amount reflecting the fair value of the fractional share as determined by the Board. 9. Effect of Certain Transactions. (a) On the business day immediately preceding the consummation of a Change of Control (as defined in subsection 9(b) below), the vesting and exercisability of the unvested portion of all options to purchase Common Stock issued and outstanding under the Plan shall, without any further action by any optionee or by the Company and subject to the consummation of the Change of Control event, automatically accelerate with respect to that number of shares of Common Stock which would have vested and become exercisable under the terms of such options within one year following the consummation of such event; provided, however, that the Board may, at the time of any option grant hereunder, provide that the vesting and exercisability of a specific option award shall accelerate with respect to a greater or lesser portion of such unvested option in the event of a Change of Control. 4 (b) For the purposes of this Plan, a "Change of Control" shall be deemed to have occurred if (i) the Company is merged into or consolidated with another corporation and the Company is not the surviving corporation, (ii) one or more corporations are merged into the Company which continues as the surviving corporation and the stockholders of the Company immediately prior to the transaction own less than a majority of its outstanding Common Stock immediately after the transaction, or shares of Common Stock of the Company are converted into cash, securities or property other than shares of Common Stock of the Company, or (iii) the Company is liquidated, dissolved, or sells or otherwise disposes of all or substantially all of its assets to another entity. 10. Tax Withholding Each Optionee shall, no later than the date as of which the value of an Option or of any Common Stock or other security received thereunder first becomes includable in the gross income of such Optionee for federal income tax purposes, pay to the Company, or make arrangements satisfactory to the Company regarding payment of, any federal, state, or local taxes of any kind required by law to be withheld with respect to such income. The Company shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the Optionee. If the Board so determines, an Optionee may elect to have such tax withholding obligation satisfied, in whole or in part, by (i) authorizing the Company to withhold from shares of Common Stock to be issued upon exercise of the Option a number of shares with an aggregate fair market value that would satisfy the withholding amount due, or (ii) transferring to the Company shares of Common Stock owned by the Optionee with an aggregate fair market value that would satisfy the withholding amount due. 11. Stockholder Approval; Amendment of the Plan This Plan shall be subject to the approval of the stockholders of the Company within 12 months after the date hereof, and if Options are issued pending such approval, they may not be exercised until such approval is obtained. If such approval is not obtained, this Plan and all Options granted hereunder shall be terminated and be null and void. The Board may amend this Plan at any time or times, provided that any such amendment must also be approved by the stockholders of the Company if the amendment would increase the number of shares subject to the Plan (except as provided in Section 8) or expand the class of employees eligible to receive Options under the Plan, or to the extent stockholder approval is required by law or the Code. An amendment shall be binding upon Options previously granted under the Plan unless the amendment adversely affects the rights of an Optionee, in which event the consent of the Optionee shall be required. 5 12. Expiration and Termination of the Plan Options may be granted under the Plan at any time, or from time to time, prior to the tenth anniversary of the date of the Plan. The Plan may be abandoned or terminated at any time by the Board, except with respect to any Options then outstanding under the Plan. 13. Governing Law This Plan and all Options granted hereunder shall be governed by Massachusetts law except to the extent that it is preempted by federal law. 6 EX-4 3 EXHIBIT 4.5 Exhibit 4.5 INTOUCH SYSTEMS, INC. SECOND AMENDED AND RESTATED 1996 STOCK OPTION PLAN April 20, 1999 The purpose of this Stock Option Plan (the "Plan") is to encourage and enable officers, directors, employees, consultants and agents of InTouch Systems, Inc. (the "Company") and of any subsidiary corporation of which 50% or more of the total combined voting power of all classes of stock is directly or indirectly owned by the Company (a "Subsidiary") to acquire a proprietary interest in the Company through the granting of options as herein provided. By encouraging such individuals to acquire ownership of its stock, the Company seeks to attract and retain the services of persons of exceptional competence and to furnish an incentive for them to increase their efforts on behalf of the Company. The Options that may be granted hereunder include both incentive stock options ("Incentive Stock Options") as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), and options that are not qualified under the Code ("Non-Qualified Options"). Both forms of option will be collectively referred to herein as the "Options." 1. Shares of Stock Subject to the Plan The stock that may be issued and sold pursuant to Options granted under the Plan shall not exceed, in the aggregate, 120,000 shares of the Common Stock, $.01 par value per share, of the Company (the "Common Stock"), which may be either (i) authorized but unissued shares or treasury shares, or (ii) shares previously reserved for issue upon exercise of Options under the Plan, which Options have expired or been terminated; provided, however, that the number of shares subject to the Plan shall be adjusted as provided in Section 8. 2. Eligibility Incentive Stock Options may be granted to persons who are employees of the Company or a Subsidiary and eligible to receive an Incentive Stock Option under the Code. Non-Qualified Options may be granted to officers, directors, employees, consultants or agents of the Company or a Subsidiary, and to such other persons as the Board may select from time to time. 3. Administration The Board of Directors of the Company (the "Board") shall determine the persons to be granted Options ("Optionees"), the number of shares of Stock subject to each Option, whether the Options shall be Incentive Stock Options or Non-Qualified Options, and the exercise price, vesting requirements, if any, and other terms of each Option, consistently with the provisions of the Plan. All Options shall be embodied in written option agreements signed by the Optionee and an authorized officer of the Company. The Board shall have exclusive authority to grant Options under the Plan, make determinations under the Plan and any Option, interpret any provision of the Plan and any Option, resolve disputes arising under the Plan and any Option and supervise the administration of the Plan. The Board may also amend the terms of outstanding Options, subject to the consent of the Optionee if the amendment adversely affects any of his or her substantive rights under the Option. The Board may appoint from its members a committee of two or more persons who may exercise the powers of the Board in granting Options and taking any other action under the Plan. Any of the foregoing actions taken by the Board or said committee shall be final and conclusive and shall be binding on the Company and each Optionee. 4. Price and Terms (a) The purchase price of shares under each Incentive Stock Option shall be at least equal to the fair market value per share of the Common Stock as determined by the Board as of the date of grant of the Option. The purchase price of shares under a Non-Qualified Option shall be whatever price is determined by the Board in its sole discretion, but in no event, lower than 50% of fair market value. Each Option shall be exercisable at such time or times as the Board shall from time to time determine but, with respect to an Incentive Stock Option, in no event after the expiration of ten years from the date such Option is granted. (b) Notwithstanding the foregoing, no Incentive Stock Option may be granted to an Optionee deemed to own, directly or indirectly, more than ten percent of the total combined voting power of all classes of stock of the Company or any Subsidiary pursuant to the Code unless (i) the purchase price is at least 110% of the fair market value per share of the Common Stock as of the date of grant of the Option, and (ii) the Option expires within five years after the date of its grant. (c) Notwithstanding the foregoing, the aggregate fair market value (determined as of the date of grant of the Option) of the shares of Common Stock as to 2 which any Incentive Stock Option granted under the Plan or any other option plan of the Company shall vest or become exercisable for the first time by an Optionee in any calendar year shall not exceed $100,000. 5. Limitations on Right to Exercise, Shareholder Rights The Board may establish one or more events upon which an Option becomes exercisable, or provide that an Option is exercisable in such installments (which need not be equal) at such times as is determined by the Board. The Board may also establish whether Options not exercised within specified periods may accumulate and become exercisable, in whole or in part, on any later date(s), and it may provide for the acceleration of the vesting or exercise dates of Options, or if permitted by the Option terms, acceleration of the expiration dates of Options in certain events. Options may not be exercised to purchase fractional shares unless the Board otherwise provides. The delivery of certificates representing shares under any Option will be contingent upon receipt by the Company from the Optionee (or a substitute purchaser permitted by the terms of the Option) of the full purchase price for such shares and the fulfillment of any other requirements specified in the Option or applicable provisions of law. No Optionee or other person entitled to exercise an Option shall be, or shall be deemed to be, a holder of any shares of Common Stock subject to the Option for any purpose unless and until certificates for such shares are issued to such Optionee under the terms of the Plan and the Option. 6. Tax Treatment of Option Incentive Stock Options granted under the Plan are intended to be treated as incentive stock options under the Code. Incentive Stock Options which fail to qualify as incentive stock options under the Code for any reason, in whole or in part, shall not be invalid, but shall be treated as non-qualified stock options under the Code to the extent that they do not qualify for incentive stock option treatment. Non-Qualified Options granted under the Plan are intended to be treated as non-qualified options under the Code. 7. Non-transferability of Option Options granted under the Plan shall not be transferable by the Optionee, other than by will or the laws of descent or distribution or pursuant to a qualified domestic relations order as defined in the Code, and are exercisable during the Optionee's lifetime only by the Optionee. In addition, the Board may permit Non-Qualified Options to be transferred to, and exercised by, members of the immediate family of the Optionee, trusts for their benefit, partnerships of which they are the sole partners or the guardian or 3 conservator of the Optionee in the event of his or her legal incapacity. The rights and obligations of the Company under the Plan and any Options may be assigned to a successor corporation. 8. Dilution or Other Adjustments If the Company effects a stock split, consolidation of shares or other recapitalization of its stock, the payment of a stock dividend, or any other increase or reduction in the number of shares of Common Stock outstanding without receiving compensation therefor in money, services or property, then (i) the number, class, and price of shares of Common Stock subject to outstanding Options hereunder shall be appropriately adjusted by the Board in such a manner as to entitle each Optionee to receive upon exercise of an Option in full, for the same aggregate consideration, that number and class of shares which the Optionee would have received as a result of the event requiring the adjustment had the Optionee exercised the Option in full immediately prior to such event; and (ii) the number and class of shares reserved for issuance under the Plan shall be appropriately adjusted by the Board by substituting that number and class of shares of stock which stockholders of the Company would have been received as a result of such event if they held all of the reserved shares immediately prior to such event; provided, however, that outstanding Options and Options to be issued under the Plan shall not be issued or exercisable for fractional shares, and the Board may determine in its discretion to adjust outstanding Options or shares reserved under the Plan to the nearest whole number of shares, or it may require payment of cash to an Optionee who exercises an Option for a fractional share in an amount reflecting the fair value of the fractional share as determined by the Board. 9. Effect of Certain Transactions. (a) On the business day immediately preceding the consummation of a Change of Control (as defined in subsection 9(b) below), the vesting and exercisability of the unvested portion of all options to purchase Common Stock issued and outstanding under the Plan shall, without any further action by any optionee or by the Company and subject to the consummation of the Change of Control event, automatically accelerate with respect to that number of shares of Common Stock which would have vested and become exercisable under the terms of such options within one year following the consummation of such event; provided, however, that, the Board may, at the time of any option grant hereunder, provide that the vesting and exercisability of a specific option award shall accelerate with respect to a greater or lesser portion of such unvested option in the event of a Change of Control. 4 (b) For the purposes of this Plan, a "Change of Control" shall be deemed to have occurred if (i) the Company is merged into or consolidated with another corporation and the Company is not the surviving corporation, (ii) one or more corporations are merged into the Company which continues as the surviving corporation and the stockholders of the Company immediately prior to the transaction own less than a majority of its outstanding Common Stock immediately after the transaction, or shares of Common Stock of the Company are converted into cash, securities or property other than shares of Common Stock of the Company, or (iii) the Company is liquidated, dissolved, or sells or otherwise disposes of all or substantially all of its assets to another entity. 10. Tax Withholding Each Optionee shall, no later than the date as of which the value of an Option or of any Common Stock or other security received thereunder first becomes includable in the gross income of such Optionee for federal income tax purposes, pay to the Company, or make arrangements satisfactory to the Company regarding payment of, any federal, state, or local taxes of any kind required by law to be withheld with respect to such income. The Company shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the Optionee. If the Board so determines, an Optionee may elect to have such tax withholding obligation satisfied, in whole or in part, by (i) authorizing the Company to withhold from shares of Common Stock to be issued upon exercise of the Option a number of shares with an aggregate fair market value that would satisfy the withholding amount due, or (ii) transferring to the Company shares of Common Stock owned by the Optionee with an aggregate fair market value that would satisfy the withholding amount due. 11. Stockholder Approval; Amendment of the Plan This Plan shall be subject to the approval of the stockholders of the Company within 12 months after the date hereof, and if Options are issued pending such approval, they may not be exercised until such approval is obtained. If such approval is not obtained, this Plan and all Options granted hereunder shall be terminated and be null and void. The Board may amend this Plan at any time or times, provided that any such amendment must also be approved by the stockholders of the Company if the amendment would increase the number of shares subject to the Plan (except as provided in Section 8) or expand the class of employees eligible to receive Options under the Plan, or to the extent stockholder approval is required by law or the Code. An amendment shall be binding upon Options previously granted under the Plan unless the amendment adversely affects the rights of an Optionee, in which event the consent of the Optionee shall be required. 5 12. Expiration and Termination of the Plan Options may be granted under the Plan at any time, or from time to time, prior to the tenth anniversary of the date of the Plan. The Plan may be abandoned or terminated at any time by the Board, except with respect to any Options then outstanding under the Plan. 13. Governing Law This Plan and all Options granted hereunder shall be governed by Massachusetts law except to the extent that it is preempted by federal law. 6 EX-5 4 EXHIBIT 5 Exhibit 5 WILLIAM F. SORIN ATTORNEY-AT-LAW 823 PARK AVENUE NEW YORK, NEW YORK 10021 TELEPHONE: (212) 249-0732 FACSIMILE: (212) 249-5364 August 19, 1999 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549-1004 Re: COMVERSE TECHNOLOGY, INC. Ladies and Gentlemen: I have acted as legal counsel to Comverse Technology, Inc., a New York corporation (the "Company"), in connection with the registration, pursuant to a Registration Statement on Form S-8 under the Securities Act of 1933, as amended (the "Registration Statement") of an aggregate of 39,561 shares of Common Stock of the Company, par value $0.10 per share ("Common Stock"), issuable upon the exercise of options ("Options") which have been granted under the Second Amended and Restated 1996 Founders Stock Option Plan and the Second Amended and Restated 1996 Stock Option Plan of InTouch Systems, Inc. (the "Plans"). I have examined originals, or copies certified to my satisfaction, of the Certificate of Incorporation and By-Laws of the Company, the minutes and other records of the proceedings of the Board of Directors and of the Stockholders of the Company, the Plans and such other documents, corporate and public records, agreements, and certificates of officers of the Company and of public and other officials, and I have considered such questions of law, as I have deemed necessary as a basis for the opinions hereinafter expressed. In such examination I have assumed the genuineness of all signatures and the authenticity of all documents submitted to me as originals and the conformity to original documents of all documents submitted to me as certified or photostatic copies. Based on and subject to the foregoing, I hereby advise you that, in my opinion, the issuance of shares of Common Stock, upon exercise of the Options in accordance with the provisions and subject to the conditions set forth in the Plans and in the agreements executed thereunder governing the issuance and exercise of the Options, has been duly authorized and, when the consideration for such shares has been received by the Company and such shares have been issued in accordance with and subject to such terms and conditions, such shares of Common Stock will be legally issued, fully paid and nonassessable. I hereby consent to the filing of this opinion with the Securities and Exchange Commission in connection with the Registration Statement. Very truly yours, /s/ William F. Sorin ------------------------- William F. Sorin EX-23 5 EXHIBIT 23.2 Exhibit 23.2 INDEPENDENT AUDITORS' CONSENT We consent to the use in this Registration Statement of Comverse Technology, Inc. on Form S-8 of our report dated March 8, 1999 (April 15, 1999 as to Note 12), appearing in the Annual Report on Form 10-K of Comverse Technology, Inc. for the year ended January 31, 1999. New York, New York August 16, 1999 /s/ Deloitte & Touche LLP - ------------------------- EX-23 6 EXHIBIT 23.3 Exhibit 23.3 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Comverse Technology, Inc., on Form S-8 of our report dated April 24, 1997 on our audit of the consolidated financial statements of Boston Technology, Inc. as of January 31, 1997 and for the year ended January 31, 1997, which report is included in the Annual Report on Form 10-K of Comverse Technology, Inc. for the year ended January 31, 1999. We also consent to the reference to our firm under the caption "Experts." /s/PricewaterhouseCoopers LLP - ------------------------------- PricewaterhouseCoopers LLP Boston, Massachusetts August 15, 1999 -----END PRIVACY-ENHANCED MESSAGE-----