0000909518-01-500337.txt : 20011010
0000909518-01-500337.hdr.sgml : 20011010
ACCESSION NUMBER: 0000909518-01-500337
CONFORMED SUBMISSION TYPE: 424B3
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20011009
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: 424B3
SEC ACT: 1933 Act
SEC FILE NUMBER: 333-46970
FILM NUMBER: 1754711
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
424B3
1
mv-b3.txt
PROSPECTUS SUPPLEMENT
DATED OCTOBER 9, 2001
(To Prospectus dated May 1, 2001)
$1,479,000
COMVERSE TECHNOLOGY, INC.
1.50% CONVERTIBLE SENIOR DEBENTURES DUE 2005
INITIALLY CONVERTIBLE INTO 12,712 SHARES OF
COMMON STOCK, PAR VALUE $.10 PER SHARE
--------------
The $1,479,000 aggregate principal amount of 1.50% Convertible Senior
Debentures due 2005 of Comverse Technology, Inc. and the 12,712 shares of our
common stock issuable upon conversion of our debentures, may from time to time
be offered or sold by the selling holders named in this prospectus supplement.
See "Selling Holders." This prospectus supplement should be read in conjunction
with the Company's prospectus dated May 1, 2001, and the information
incorporated by reference therein. We will not receive any of the proceeds from
sales of debentures or common stock by the selling holder.
Our common stock is traded on the Nasdaq National Market under the
symbol "CMVT."
--------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS IS ACCURATE OR COMPLETE. IT
IS ILLEGAL FOR ANY PERSON TO TELL YOU OTHERWISE.
--------------
October 9, 2001
YOU SHOULD ONLY RELY ON THE INFORMATION INCORPORATED BY REFERENCE OR PROVIDED IN
THE PROSPECTUS OR IN THIS OR ANY SUPPLEMENT. WE HAVE NOT AUTHORIZED ANYONE ELSE
TO PROVIDE YOU WITH DIFFERENT INFORMATION. THESE SECURITIES ARE NOT BEING
OFFERED IN ANY STATE WHERE THE OFFER IS NOT PERMITTED. YOU SHOULD NOT ASSUME
THAT THE INFORMATION IN THE PROSPECTUS OR IN THIS OR ANY SUPPLEMENT IS ACCURATE
AS OF ANY DATE OTHER THAN THE DATE ON THE FRONT OF SUCH DOCUMENT.
NY2:\1049630\06\MHW#06!.DOC\37994.0015
Whenever we refer to the "Company" or to "us," or use the terms "we"
or "our" in this prospectus, we are referring to Comverse Technology, Inc., a
New York corporation, and our directly or indirectly owned subsidiaries.
--------------
SELLING HOLDERS
The debentures were originally issued by Comverse and sold
by Lehman Brothers Inc. in transactions exempt from the registration
requirements of the Securities Act of 1933, as amended, to persons reasonably
believed by Lehman Brothers to be "qualified institutional buyers" (as defined
in Rule 144A under the Securities Act). The selling holders (which term includes
their transferees, pledgees, donees or their successors) may from time to time
offer and sell pursuant to the prospectus and this prospectus supplement any or
all of the debentures and the shares of common stock issuable upon conversion of
the debentures.
Set forth below is certain information with respect to the
selling holders and the principal amount of debentures and the number of shares
of common stock beneficially owned by each selling holder. Such information has
been provided by the selling holders. Except as otherwise disclosed herein, none
of the selling holders has, or within the past three years has had, any
position, office or other material relationship with the company or any of its
predecessors or affiliates. Because the selling holders may offer all or some
portion of the debentures or the common stock issuable upon conversion thereof
pursuant to this prospectus supplement and the accompanying prospectus, no
estimate can be given as to the amount of the debentures or the common stock
issuable upon conversion thereof that will be held by the selling holders upon
termination of any such sales. In addition, the selling holders may have sold or
otherwise transferred, in transactions exempt from the registration requirements
of the Securities Act, all or a portion of the securities reflected in the
following table as being owned by them since the date on which they provided the
information regarding such ownership. Finally, additional selling holders may
from time to time be identified and, to the extent required under the Securities
Act, information with respect to such additional selling holders will be
provided in a further supplement to the prospectus.
--------------------------------------------------------------------------------
2
Number of Shares of
Principal Amount of Common Stock
Debentures Beneficially Percentage of Beneficially
Selling Holders Owned and Offered Hereby Debentures Outstanding Owned(1)(2)
--------------- ------------------------ ---------------------- -----------
Banc of America Securities LLC..................... $ 10,000 * 885 (3)
Conseco Fund Group - Convertible Securities Fund... $ 1,000,000 * 8,596
Gabelli Global Convertible Securities, Inc......... $ 100,000 * 859 (4)
U.S. Bancorp Piper Jaffray (5)..................... $ 369,000 * 3,172
-------------------
* Less than 1%.
(1) Includes shares of common stock beneficially owned by the selling
holder and assumes the conversion of the full amount of debentures held by such
holder at the initial conversion rate of 8.5966 shares per $1,000 principal
amount of debentures; such conversion rate is subject to adjustment as described
in the prospectus under "Description of Debentures--Conversion Rights."
Accordingly, the number of shares of common stock issuable upon conversion of
the debentures may increase or decrease from time to time. Under the terms of
the indenture, cash will be paid in lieu of issuing fractional shares, if any,
upon conversion of the debentures.
(2) The number of shares of common stock held by each holder named
herein is less than 1% of Comverse's outstanding common stock as of October 1,
2001.
(3) Does not include $4,123,000 aggregate principal amount of
debentures and 35,443 shares of common stock issuable upon conversion thereof
that were previously registered.
(4) Does not include $300,000 aggregate principal amount of
debentures and 2,578 shares of common stock issuable upon conversion thereof
that were previously listed on the prospectus dated May 1, 2001, under the
caption "Selling Holders" as being beneficially owned by the named Selling
Holder.
(5) U.S. Bancorp Piper Jaffray has acted as a manager or co-manager
in offerings of securities of our subsidiary, Ulticom, Inc. within the past
three years.
3