-----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, KSlXe7UvPFKfAkCsDcge+VXePLQkZ/G4k7QDG/idThtuICSWG4k3ReosL96ngTxT GLqSCQkW90leFlQHrGR0kA== 0000909518-99-000266.txt : 19990429 0000909518-99-000266.hdr.sgml : 19990429 ACCESSION NUMBER: 0000909518-99-000266 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19990428 EFFECTIVENESS DATE: 19990428 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: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-77201 FILM NUMBER: 99602961 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 April 28, 1999 Registration 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 Identification No.) Incorporation or Organization) 170 CROSSWAYS PARK DRIVE WOODBURY, NY 11797 516-677-7200 (Address, Including Zip Code, and Telephone Number, including Area Code, of Registrant's Principal Executive Offices) 1996 STOCK OPTION PLAN OF AMAREX TECHNOLOGY, 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. STEPHEN M. BESEN, ESQ. 823 PARK AVENUE WEIL, GOTSHAL & MANGES LLP NEW YORK, NEW YORK 10021 767 FIFTH AVENUE 212-249-0732 NEW YORK, NEW YORK 10153 212-310-8000 CALCULATION OF REGISTRATION FEE
==================================================================================================================================== Title of Each Class of Securities to be Amount to be Proposed Maximum Offering Proposed Maximum Amount of Registered Registered(1) Price Per Share(2) Aggregate Offering Registration Price(2) Fee - ------------------------------------------------------------------------------------------------------------------------------------ Common Stock, par value $0.10 per share 72,818 shares $7.63 $530,600.12 $147.51 ====================================================================================================================================
(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 as follows: (a) $7.63, the price at which options to purchase 66,256 shares may be exercised, multiplied by 66,256; and (b) $3.82, the price at which options to purchase 6,562 shares may be exercised, multiplied by 6,562; 72,818 being the maximum number of shares of the Registrant's Common Stock issuable under the plan covered by this Registration Statement. ================================================================================ NYFS11...:\94\37994\0004\NC2450\FRM3059C.45F 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 and (ii) 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 1996 Stock Option Plan of Amarex Technology, 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 41,247 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 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- II-1 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 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 - 1996 Stock Option Plan of Amarex Technology, Inc., as amended to date. 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-2 (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; (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 the undertakings set forth in 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 pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference 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 28th day of April, 1999. COMVERSE TECHNOLOGY, INC. By: /s/ Kobi Alexander ----------------------------------------- Name: Kobi Alexander Title: 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 powers 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 Statement, 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 all 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 date indicated. Signature Title Date --------- ----- ---- /s/ Kobi Alexander President, Chairman of the April 28, 1999 - ---------------------------- Board and Chief Executive Kobi Alexander Officer /s/ Igal Nissim Chief Financial Officer April 28, 1999 - ---------------------------- Igal Nissim II-4 Signature Title Date --------- ----- ---- /s/ Carmel Vernia Chief Operating Officer April 28, 1999 - ---------------------------- and Director Carmel Vernia /s/ Francis E. Girard Director April 28, 1999 - ---------------------------- Francis E. Girard /s/ Zvi Alexander Director April 28, 1999 - ---------------------------- Zvi Alexander /s/ Itsik Danziger Director April 28, 1999 - ---------------------------- Itsik Danziger /s/ Sam Oolie Director April 28, 1999 - ---------------------------- Sam Oolie /s/ John H. Friedman Director April 28, 1999 - ---------------------------- John H. Friedman /s/ William F. Sorin Secretary and Director April 28, 1999 - ---------------------------- William F. Sorin /s/ Shaula A. Yemini Director April 28, 1999 - ---------------------------- Shaula A. Yemini II-5 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION 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 - 1996 Stock Option Plan of Amarex Technology, Inc., as amended to date. 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). EX-4 2 EXHIBIT 4.4 1996 STOCK OPTION PLAN OF AMAREX TECHNOLOGY, INC. 1. PURPOSE OF THE PLAN. The purpose of this Plan (the "Plan") is to promote the interests of AMAREX TECHNOLOGY, INC. (the "Company") and its stockholders by permitting the Company to grant options to purchase shares of its Class A Stock, $.01 par value ("Class A Stock") or Class B Stock, $.01 par value ("Class B Stock"), to employees, including officers and directors of the Company and its subsidiaries, in order to attract and retain the services of such employees and to provide additional incentive to such employees by offering them a greater stake in the Company's success through increased stock ownership. 2. STOCK SUBJECT TO THE PLAN. Options may be granted under the Plan to purchase in the aggregate not more than 20,000 shares of Class A Stock and 30,000 shares of Class B Stock, subject to adjustment as provided in Section 12 hereof. Any shares subject to options which for any reason expire or are terminated unexercised as to such shares, shall again become available for options under the Plan. Options granted under this Plan may be incentive stock options ("ISOs"), as defined in Section 422A of the Internal Revenue Code of 1986, as amended (the "Code"), or nonqualified stock options. 3. ADMINISTRATION OF THE PLAN. The Plan shall be administered by the Board of Directors of the Company. Subject to the express provisions of the Plan, the Board of Directors shall have the authority, in its discretion, to determine the individuals to whom, and the time or times at which, options shall be granted; the number of shares to be subject to each option; the option price per share; the period of each option; whether an option is an ISO or a nonqualified stock option; and the other terms and provisions of each option. Options need not be identical. The Board of Directors may also interpret the Plan; prescribe, amend and rescind rules and regulations relating to the Plan; and make all other determinations necessary or advisable for the administration of the Plan. The determinations of the Board of Directors on the matters referred to in this Paragraph 3 shall be conclusive. 4. ELIGIBILITY. The Board of Directors, consistent with the purposes of the Plan, may grant options from time to time, within ten (10) years from the date of adoption of the Plan by the Board of Directors of the Company, to key employees, including officers and directors, of the Company or of any of its present or future subsidiary corporations (as defined in Section 425(f) of the Code, and, at times, called the "Subsidiaries"), and covering such number of shares of Class A Stock or Class B Stock as it may determine. Employees, including those who have been granted options under stock option plans heretofore or hereafter adopted by the Company, may receive more than one option under the Plan. 5. OPTION PRICE. The purchase price per share of the Class A Stock or Class B Stock under each option shall be determined by the Board of Directors. 6. TERM OF OPTION. The term of each stock option granted pursuant to the Plan shall be for a period not exceeding ten (10) years from the date of granting thereof. Options shall be subject to earlier termination as hereinafter provided. 7. EXERCISE OF OPTION. The Board of Directors shall have authority in its discretion to prescribe in any option agreement that the option will be exercisable in full at any time or from time to time during the term of the option, or to provide for the exercise thereof in such installments at such times during said term as the Board of Directors may determine. An option may be exercised at any time or from time to time during the term of the option as to any or all full shares which have become purchasable under the provisions of the option. The Board of Directors in its discretion, may accelerate the time or times at which an option may become exercisable. Options granted hereunder shall be exercised by giving written notice to the Company at its principal office, presently 909 Third Avenue, New York 10022, specifying the number of shares purchased and accompanied by payment in full in cash equal to the aggregate purchase price therefor. Certificates representing the shares of stock purchased shall be issued as promptly as practicable thereafter. The holder of an option shall not have any rights of a stockholder with respect to the shares covered by his option until the date of issuance of a stock certificate to him for such shares. In no case may a fraction of a share be purchased or issued under the Plan. 8. TERMINATION OF EMPLOYMENT. All options granted under the Plan (to the extent not previously exercised) shall terminate immediately upon the termination of the employment of any option holder. Options granted under the Plan shall not be affected by any change of employment so long as the holder continues to be an employee of the Company or of any of the Subsidiaries, or of a corporation (or its parent or subsidiary) issuing or assuming a stock option in a transaction to which Section 425(a) of the Code applied. 9. STOCK OPTION AGREEMENT. Each option shall be evidenced by an appropriate agreement in such form as the Board of Directors shall from time to time prescribe which shall provide, among other things, that in the event of exercise of such option, the shares subject to option will be acquired for investment and not with a view to distribution thereof and are subject to a repurchase provision contained in the Restated Certificate of Incorporation of the Company. Nothing in the Plan or in any option contract entered into pursuant hereto shall confer upon any employee any right to continue in the employ of the Company or the Subsidiaries, or interfere in any way with the right of the Company or the Subsidiaries to terminate his employment at any time without liability to the Company or the Subsidiaries. 10. LISTING AND REGISTRATION OF SHARES. Each option shall be subject to the requirement that if, at any time the Board of Directors determines, in its discretion, that the listing, registration, or qualification of the shares subject to options granted hereunder upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the issue or purchase of shares hereunder, the option may not be exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained and the same shall have been free of any conditions not acceptable to the Board of Directors. 11. FINANCIAL ASSISTANCE TO OPTIONEES. The Board of Directors may cause the Company or the Subsidiaries to give or arrange for financial assistance (including without limitation direct loans, with or without interest, secured or unsecured, or guarantees of third party loans) to an optionee for the purpose of providing funds for the purchase of stock pursuant to the exercise of an option granted under the Plan and/or for payment of taxes incurred in connection with such exercise, when in the judgment of the Board of Directors such assistance may reasonably be expected to be in the best interests of the Company, and provided that such assistance as may be granted shall be consistent with the Restated Certificate of Incorporation and By-Laws of the Company or such Subsidiary and applicable laws, and will permit the stock to be fully paid and non-assessable when issued. 12. ADJUSTMENTS UPON CHANGES IN COMMON STOCK. Notwithstanding any other provision of the Plan, in the event of any change in the outstanding Class A Stock, Class B Stock or any other class of common stock of the Company, by reason of a stock dividend, share distribution, recapitalization, merger, consolidation, split-off, split-up, combination or exchange of shares, or the like, the aggregate number and kind of shares available under the Plan and the number and kind of shares subject to each outstanding option and the option prices shall be appropriately adjusted by the Board of Directors, whose determination shall be conclusive. 13. AMENDMENTS AND TERMINATION OF THE PLAN. The Board of Directors, without further approval of the stockholders, at any time, may suspend or terminate the Plan or amend it from time to time in such respects as it may deem advisable which do not involve a substantial departure from the principles herein set forth; provided, however, that no amendment shall be effective without prior approval of a majority of the holders of the issued and outstanding shares of stock of the Company, which would: (a) except as specified in Paragraph 12, increase the maximum number of shares for which options may be granted under the Plan; (b) change the eligibility requirements for individuals entitled to receive options hereunder; or (c) extend the maximum term of an option beyond ten years. No termination, suspension or amendment of the Plan shall, without the consent of the holder of an existing option, adversely affect his rights under such option. 14. NON-TRANSFERABILITY OF OPTION. No option granted under the Plan shall be transferable and options may be exercised, during the lifetime of the holder thereof, only by him. 15. INCENTIVE STOCK OPTIONS. Options may be granted under this Plan which are intended to be Incentive Stock Options ("ISOs"), as defined in Section 422A of the Code, subject to the provisions of this Plan and the further provisions hereinafter set forth in this Paragraph 15. (a) The aggregate fair market value (determined at the time of grant of the option) of the shares of Class A Stock or Class B Stock for which any employee may be granted ISOs (under this or any other plan of the Company or its parent or subsidiary corporation) in any calendar year shall not exceed $100,000 plus a carryover amount. The carryover amount shall be one-half of the amount by which $100,000 exceeds the value determined at the time of grant of the Class A Stock or Class B Stock for which ISOs were granted to an employee in such prior year. The limitation and carryover shall be applied and carried forward in accordance with the provisions of Section 422A of the Code and the Treasury Regulations thereunder. (b) No ISO may be granted to any employee who, at the time the option is granted, owns (within the meaning of the Code) more than 10% of the total combined voting power of all classes of stock of the Company, its parent and subsidiaries unless (i) the option price is at least 110% of the fair market value (determined at the time of grant) of the Class A Stock or Class B Stock subject to the ISO, and (ii) the option is not exercisable more than five years after the date of grant. (c) The stock option contract executed by each employee shall include, in addition to the matters set forth in Paragraph 9 of this Plan, a provision that the ISO is not exercisable while there is outstanding (within the meaning of the Code) any ISO which was granted to the employee at an earlier time. (d) Nothing in this Plan shall be construed to prohibit the grant of ISOs and nonqualified stock options to the same person, provided, that ISOs shall be clearly designated as such and provided, further, that ISOs and nonqualified stock options shall not be granted in a manner whereby the exercise of one option or ISO affects the exercisability of the other. 16. STOCKHOLDER APPROVAL. The Plan shall be subject to approval by the affirmative vote of the holders of a majority of the outstanding shares of stock of the Company within twelve months of the date the Plan is adopted by the Board of Directors of the Company, and any options granted hereunder prior to such approval shall be conditioned thereon. AMENDMENT #1 TO 1996 STOCK OPTION PLAN OF AMAREX TECHNOLOGY, INC. UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF AMAREX TECHNOLOGY, INC. THE UNDERSIGNED, being the all of the directors of Amarex Technology, Inc., a Delaware corporation (the "Corporation"), acting pursuant to Section 141(f) of the General Corporation Law of the State of Delaware and the ByLaws of the Corporation, do hereby waive notice of meeting and unanimously consent to the adoption of the following resolutions in lieu of holding a special meeting of the Board of Directors of the Corporation (the "Board"): WHEREAS, pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated as of February 26, 1999, by and among Comverse Technology, Inc. ("CTI"), Comverse Acquisition, Inc. ("CAI"), the Corporation, Steven Silberstang, Charles G. Cooper and Bruce Macfarlane, CAI merged with and into the Corporation, with the Corporation continuing as the surviving corporation; and WHEREAS, pursuant to the Merger Agreement, CTI assumed all the outstanding and unexpired options (the "Options") issued by the Corporation under the Corporation's 1996 Stock Option Plan (the "Plan"); and WHEREAS, pursuant to Section 3.3 of the Merger Agreement, the Board of Directors of the Corporation deems it desirable and in the best interests of the Corporation that the Plan be amended as follows: NOW THEREFORE, it is hereby RESOLVED, that each unexpired Option, outstanding as of February 26, 1999, shall no longer be exercisable for shares of capital stock, par value $.01 per share, of the Corporation (the "Corporation Capital Stock") and shall hereinafter represent a right to purchase the number of shares of common stock, par value $.10 per share, of CTI (the "CTI Common Stock"), equal to the number of shares of Corporation Capital Stock exercisable under such unexpired Option as NYFS11...:\94\37994\0003\2450\RES3189N.14B of February 26, 1999 multiplied by 1.75 (rounded down to the nearest whole share); and further RESOLVED, that, as of and after February 26, 1999, the exercise price per share of CTI Common Stock for which any outstanding Option is exercisable shall be equal to the per share exercise price for the shares of Company Capital Stock purchasable pursuant to such Option as of February 26, 1999 divided by 1.75 (rounded up to the nearest penny); and further RESOLVED, that with respect to any outstanding Options, the Board may further adjust from time to time the number of shares of CTI Common Stock and exercise price for which such Options may be exercised to reflect any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares or any similar event involving the CTI Common Stock occurring after February 26, 1999; and further RESOLVED, that no further Options may be granted under the Plan; and further RESOLVED, that the Plan shall automatically terminate upon the expiration or exercise of all the outstanding Options; and further RESOLVED, that all the outstanding Options shall be exercised by giving written notice to CTI at its principal office, 170 Crossways Park Drive, Woodbury, NY 11797, attn: Secretary, specifying the number of shares being purchased and accompanied by payment in full in cash of the aggregate purchase price therefor; and further RESOLVED, that upon exercise of any outstanding Options, the holder of any outstanding Option shall not be required to execute the letter attached as Exhibit A to the Notice of Grant of Incentive Stock Option sent to such holder; and further RESOLVED, that, except as permitted pursuant to the foregoing resolutions, the Board may not increase the number of shares of CTI Common Stock purchasable under any outstanding Option; and further RESOLVED, that except as described pursuant to the foregoing resolutions, the terms of all outstanding Options granted under the Plan 2 shall remain in full force and effect on substantially the same terms and subject to substantially the same conditions as were applicable under such Options as originally granted by the Corporation (including term, exercisability and vesting schedule); and further RESOLVED, that the Secretary or the Treasurer of the Corporation be, and each of them hereby is, authorized, empowered and directed, in the name and on behalf of the Corporation, to take such additional action and to do or cause to be done all such acts or things and to execute and deliver, and to cause the Corporation to perform its obligations under, such additional agreements, consents, documents and instruments as such officer or officers may deem necessary or appropriate to effectuate the foregoing resolutions, the authority for the taking of such action and the execution and delivery of such agreements, consents, documents and instruments to be conclusively evidenced thereby. [THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.] 3 This Consent may be executed in one or more counterparts, all of which taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, the undersigned directors have executed this Consent as of the 26th day of February, 1999. /s/ Kobi Alexander ------------------------------------ Kobi Alexander /s/ Itsik Danziger ------------------------------------ Itsik Danziger /s/ David Kreinberg ------------------------------------ David Kreinberg /s/ Steven Silberstang ------------------------------------ Steven Silberstang /s/ William F. Sorin ------------------------------------ William F. Sorin 4 AMENDMENT #2 TO 1996 STOCK OPTION PLAN OF AMAREX TECHNOLOGY, INC. UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF AMAREX TECHNOLOGY, INC. THE UNDERSIGNED, being the all of the directors of Amarex Technology, Inc., a Delaware corporation (the "Corporation"), acting pursuant to Section 141(f) of the General Corporation Law of the State of Delaware and the ByLaws of the Corporation, do hereby waive notice of meeting and unanimously consent to the adoption of the following resolutions in lieu of holding a special meeting of the Board of Directors of the Corporation (the "Board"): WHEREAS, pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated as of February 26, 1999, by and among Comverse Technology, Inc. ("CTI"), Comverse Acquisition, Inc. ("CAI"), the Corporation, Steven Silberstang, Charles G. Cooper and Bruce Macfarlane, CAI merged with and into the Corporation, with the Corporation continuing as the surviving corporation; and WHEREAS, pursuant to the Merger Agreement, CTI assumed all the outstanding and unexpired options (the "Options") issued by the Corporation under the Corporation's 1996 Stock Option Plan (the "Plan"); and WHEREAS, on March 16, 1999, CTI announced a three-for-two split (the "Stock Split") of its common stock, par value $.10 per share (the "CTI Common Stock"), which was effected by way of a 50% stock dividend paid on April 15, 1999; and WHEREAS, the Board of Directors of the Corporation is authorized under the Plan to make such necessary adjustments to any outstanding and unexpired Options to give effect to the Stock Split. NOW THEREFORE, it is hereby RESOLVED, that each unexpired Option, outstanding under the Plan as of the close of business on April 14, 1999, to purchase shares of CTI Common Stock, shall hereinafter represent a right to purchase the number of shares of CTI Common Stock equal to the product of the NYFS11...:\94\37994\0003\nc2450\RES4149L.45A number of shares of CTI Common Stock purchasable under such Option calculated as of April 14, 1999 multiplied by 1.5 (rounded down to the nearest whole share); and further RESOLVED, that, as of and after April 15, 1999, the exercise price per share of CTI Common Stock for which any outstanding Option is exercisable shall be equal to the product of the exercise price for each share of CTI Common Stock calculated as of the close of business on April 14, 1999 multiplied by 0.667 (rounded up to the nearest penny); and further RESOLVED, that the Secretary or the Treasurer of the Corporation be, and each of them hereby is, authorized, empowered and directed, in the name and on behalf of the Corporation, to take such additional action and to do or cause to be done all such acts or things and to execute and deliver, and to cause the Corporation to perform its obligations under, such additional agreements, consents, documents and instruments as such officer or officers may deem necessary or appropriate to effectuate the foregoing resolutions, the authority for the taking of such action and the execution and delivery of such agreements, consents, documents and instruments to be conclusively evidenced thereby. [THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.] 2 This Consent may be executed in one or more counterparts, all of which taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, the undersigned directors have executed this Consent as of the 15th day of April, 1999. /s/ Kobi Alexander --------------------------------- Kobi Alexander /s/ Itsik Danziger --------------------------------- Itsik Danziger /s/ David Kreinberg --------------------------------- David Kreinberg /s/ Steven Silberstang --------------------------------- Steven Silberstang /s/ William F. Sorin --------------------------------- William F. Sorin 3 EX-5 3 EXHIBIT 5 William F. Sorin Attorney-At-Law 823 Park Avenue New York, NY 10021 Telephone: (212) 249-0732 Facsimile: (212) 249-5364 April 28, 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 72,818 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 1996 Stock Option Plan of Amarex Technology, Inc. (the "Plan"). 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 Plan 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 Plan 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 4 EXHIBIT 23.2 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 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. /s/ Deloitte & Touche LLP New York, New York April 22, 1999 EX-23 5 EXHIBIT 23.3 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the Registration Statement on Form S-8 of Comverse Technology, Inc., 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 is included in the Annual Report on Form 10-K of Comverse Technology, Inc. for the year ended January 31, 1999. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP April 22, 1999 -----END PRIVACY-ENHANCED MESSAGE-----