-----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, N3SyS/8qNckExeeH8Sg7rhY7ikutssufHVyP0+vAnlN8CS5oyVluxVyAuQb8/cV4 /73HFj4GzpfQlXvinMyr9g== 0000909518-03-000257.txt : 20030507 0000909518-03-000257.hdr.sgml : 20030507 20030507171052 ACCESSION NUMBER: 0000909518-03-000257 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030507 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030507 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-15502 FILM NUMBER: 03686742 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 CITY: WOODBURY STATE: NY ZIP: 11797 8-K 1 jd5-7_8k.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 7, 2003 COMVERSE TECHNOLOGY, INC. (Exact name of registrant as specified in its charter) NEW YORK 0-15502 13-3238402 (State or other jurisdiction of (Commission (I.R.S. Employer incorporation or organization) File Number) Identification No.) 170 CROSSWAYS PARK DRIVE, WOODBURY, NEW YORK 11797 (Address of principal executive offices) (Zip Code) (516) 677-7200 (Registrant's telephone number, including area code) ITEM 5. OTHER EVENTS On May 7, 2003, Comverse Technology, Inc. announced the closing of $350 million principal amount of its Zero Yield Puttable Securities due 2023 and the repurchase of an additional $161.9 million principal amount of its 1.5% Convertible Senior Debentures. The Press Release issued pursuant to Rule 135c under the Securities Act of 1933, as amended, is filed herewith as Exhibit 99.1. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS *99.1 Press Release issued pursuant to Rule 135c under the Securities Act of 1933, as amended. ----------------- * Filed herewith SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. COMVERSE TECHNOLOGY, INC. Dated: May 7, 2003 /s/ David Kreinberg ------------------------------------- Name: David Kreinberg Title: Executive Vice President and Chief Financial Officer EXHIBIT INDEX Exhibit No. Description *99.1 Press Release issued pursuant to Rule 135c under the Securities Act of 1933, as amended. ---------------- * Filed herewith EX-99 3 jd5-7ex99_1.txt 99.1 EXHIBIT 99.1 CONTACT: Paul D. Baker Comverse Technology, Inc. 170 Crossways Park Drive Woodbury, NY 11797 (516) 677-7226 COMVERSE TECHNOLOGY ANNOUNCES CLOSING OF $350 MILLION ZERO YIELD PUTTABLE SECURITIES OFFERING AND REPURCHASE OF ADDITIONAL $161.9 MILLION PRINCIPAL AMOUNT OF ITS 1.5% DEBENTURES WOODBURY, NY, MAY 7, 2003 -- Comverse Technology, Inc. (NASDAQ: CMVT) announced today the closing of its offering of $350 million principal amount of zero yield puttable securities (ZYPS) due 2023. The ZYPS are convertible, contingent upon the occurrence of certain events, into shares of Comverse Technology common stock at a conversion price of $17.97 per share. The ability of the holders to convert the ZYPS into common stock is subject to certain conditions including, among others, the closing price of the common stock exceeding 120% of the conversion price over certain periods and other specified events. The Company has the right to redeem the ZYPS for cash at any time on or after May 15, 2008, at their principal amount. The holders have a series of put options, pursuant to which they may require the Company to repurchase all or a portion of the ZYPS on each of May 15 of 2008, 2013, and 2018 and upon the occurrence of certain events. The Company intends to use the net proceeds of the offering for working capital and other corporate purposes, including possible investments in, or acquisitions of, other companies, businesses, technologies or product lines and the potential repurchase of outstanding convertible debt. The Company also announced today that it privately negotiated the repurchase of an additional $161.9 million principal amount of its 1.5% Convertible Senior Debentures due 2005, leaving approximately $184.4 million principal amount of these debentures outstanding. Within the past year, the Company repurchased a total of approximately $415.6 million principal amount of these debentures. - MORE - COMVERSE TECHNOLOGY ANNOUNCES CLOSING OF $350 MILLION ZERO YIELD PUTTABLE SECURITIES OFFERING AND REPURCHASE OF ADDITIONAL $161.9 MILLION PRINCIPAL AMOUNT OF ITS 1.5% DEBENTURES MAY 7, 2003 PAGE 2 The ZYPS, and the common stock issuable upon conversion of the ZYPS, have not been registered under the Securities Act of 1933, as amended, or applicable state securities laws, and may not be offered or sold in the U.S., absent registration or an applicable exemption from registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state. The offering was made by means of an offering memorandum to qualified institutional investors pursuant to Rule 144A under the Securities Act of 1933. Note: This release may contain forward-looking statements that involve risks and uncertainties. There can be no assurances that forward-looking statements will be achieved, and actual results could differ materially from forecasts and estimates, including the consummation of the offering and contemplated use of proceeds. Important factors that could cause actual results to differ materially include changes in the demand for the company's products; changes in capital spending among the company's current and prospective customers; the risks associated with the sale of large, complex, high capacity systems and with new product introductions as well as the uncertainty of customer acceptance of these new or enhanced products from either the company or its competition; risks associated with rapidly changing technology and the ability of the company to introduce new products on a timely and cost-effective basis; risks associated with changes in the competitive or regulatory environment in which the company operates; risks associated with significant foreign operations and international sales and investment activities, including fluctuations in foreign currency exchange rates, interest rates, and valuations of public and private equity; the volatility of macroeconomic and industry conditions and the international marketplace; risks associated with the company's ability to retain existing personnel and recruit and retain qualified personnel; and other risks described in filings with the Securities and Exchange Commission. These risks and uncertainties, as well as others, are discussed in greater detail in the filings of the company with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q. These documents are available through the company, or its website, www.cmvt.com, or through the SEC's Electronic Data Gathering Analysis and Retrieval system (EDGAR) at www.sec.gov. The company makes no commitment to revise or update any forward-looking statements in order to reflect events or circumstances after the date any such statement is made. ### -----END PRIVACY-ENHANCED MESSAGE-----