-----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, T4+4NIp40Ia0qFjixLbeNGtZZOPb0NRGSuG7fFYdUVByo2n3dKxWBS2ugVxv6/bb nIUaMv9JCsyDxWGHqfT4ew== 0000909518-03-000945.txt : 20031202 0000909518-03-000945.hdr.sgml : 20031202 20031202164926 ACCESSION NUMBER: 0000909518-03-000945 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20031202 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: 333-106391 FILM NUMBER: 031033138 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 424B3 1 jd12-2_prospectus.txt Prospectus Supplement Filed Pursuant to Rule 424(b)(3) (To Prospectus dated August 19, 2003) Registration Number 333-106391 $420,000,000 COMVERSE TECHNOLOGY, INC. Zero Yield Puttable Securities (ZYPS) due May 15, 2023 initially convertible into 23,366,574 shares of Common Stock, par value $.10 per share --------------------- This prospectus supplement relates to the resale by holders of our Zero Yield Puttable Securities (ZYPS) due May 15, 2023, or ZYPS, and the shares of common stock issuable upon conversion of the ZYPS. This prospectus supplement is part of and should be read in conjunction with our prospectus dated August 19, 2003, and the information incorporated therein by reference. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. --------------- The date of this prospectus supplement is December 2, 2003. The information appearing in the following table supplements the information in the table under the caption "Selling Holders," beginning on page 36 of our prospectus and was provided by or on behalf of the selling holders.
PRINCIPAL NUMBER OF NUMBER OF SHARES AMOUNT OF ZYPS SHARES OF NUMBER OF OF COMMON STOCK BENEFICIALLY PERCENTAGE COMMON STOCK SHARES OF BENEFICIALLY OWNED AND OF ZYPS BENEFICIALLY COMMON STOCK OWNED AFTER SELLING HOLDER OFFERED HEREBY OUTSTANDING OWNED(1)(2) TO BE SOLD(1) THE OFFERING(2) -------------- -------------- ----------- ----------- ------------- --------------- Argent Classic Convertible Arbitrage Fund II, L.P. .................. 500,000 * 27,817 27,817 -- Nisswa Master Fund Ltd. .................. 1,500,000 * 83,452 83,452 -- TCW Group Inc. ........................... 8,885,000 2.11% 494,314 494,314 -- - ----------------------------------------- * Less than 1%.
(1) Assumes conversion of the full amount of ZYPS held by such holder at the initial conversion rate of 55.6347 shares per $1,000 principal amount of ZYPS; such conversion rate is subject to adjustment as described under "Description of the ZYPS--Conversion Rights." Accordingly, the number of shares of common stock issuable upon conversion of the ZYPS 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 ZYPS. Furthermore, the rights of the holders of ZYPS to convert their ZYPS into shares of common stock are subject to certain conditions described under "Description of ZYPS - Conversion Rights." (2) The number of shares of common stock beneficially owned by each holder named in this prospectus supplement is less than 1% of CTI's outstanding common stock as of December 1, 2003. 2
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