S-8 1 mv8-16_2002s8.txt As filed with the Securities and Exchange Commission on August 16, 2004 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 Company 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, NEW YORK 11797 (516) 677-7200 (Address, including zip code, and telephone number, including area code, of Company's principal executive offices) -------------------------- COMVERSE TECHNOLOGY, INC. 2002 EMPLOYEE STOCK PURCHASE PLAN (Full Title of Plans) KOBI ALEXANDER CHIEF EXECUTIVE OFFICER COMVERSE TECHNOLOGY, INC. 170 CROSSWAYS PARK DRIVE WOODBURY, NEW YORK 11797 (516) 677-7200 (Name and address, including zip code, and telephone number, including area code, of agent for service) -------------------------- Copies to: DAVID E. ZELTNER, ESQ. PAUL L. ROBINSON, ESQ. WEIL, GOTSHAL & MANGES LLP GENERAL COUNSEL 767 FIFTH AVENUE COMVERSE TECHNOLOGY, INC. NEW YORK, NEW YORK 10153 170 CROSSWAYS PARK DRIVE (212) 310-8000 WOODBURY, NEW YORK 11797 (516) 677-7200 --------------------------
CALCULATION OF REGISTRATION FEE ================================================================================================================================== Proposed Maximum Title of Each Class of Securities to be Amount to be Proposed Maximum Aggregate Amount of Registered Registered(1) Offering Per Share(2) Offering Price (2) Registration Fee(3) ---------------------------------------------------------------------------------------------------------------------------------- Common Stock, par value $.10, per share 1,000,000 $15.48 $15,480,000 $1,961.32 ==================================================================================================================================
(1) Plus such indeterminate number of shares of common stock of the Company 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. In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Comverse Technology, Inc. 2002 Employee Stock Purchase Plan. (2) Pursuant to Rule 457(h)(1) under the Securities Act of 1933, as amended, for the purpose of calculating the maximum aggregate offering price and the registration fee, the proposed maximum offering price per share was determined based upon the average of the high and low prices of the Company's common stock as reported by the Nasdaq National Market on August 13, 2004. (3) The registration fee was paid on August 16, 2004. ================================================================================ In accordance with General Instruction E of Form S-8, Comverse Technology, Inc. (the "Company") is registering additional shares of common stock, par value $.10 per share (the "Common Stock"), pursuant to the Company's 2002 Employee Stock Purchase Plan (the "Stock Purchase Plan"). The Company currently has an effective registration statement filed on Form S-8 relating to the Stock Purchase Plan that registered securities of the same class as those being registered herewith. The Company incorporates by reference that registration statement on Form S-8 (File No. 333-104266) filed with the Securities and Exchange Commission on April 2, 2003, which is made a part hereof. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed with the Commission by the Company (File No. 0-15502) are incorporated herein by reference and made a part hereof: (A) Annual Report on Form 10-K for the fiscal year ended January 31, 2004; (B) All other reports subsequently filed by the Company under Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"); and (C) Description of the Company's Common Stock, contained in the registration statement on Form 8-A, filed with the Commission on March 17, 1987, as amended. 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 covered by this Registration Statement have been sold or which deregisters all of the securities then remaining unsold, will be deemed to be incorporated by reference in this Registration Statement and to be a part of this document from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference in this document will be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this document or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this document modifies or supersedes such statement. Any such statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. The validity of the securities has been passed upon by Paul L. Robinson, Esq., General Counsel of the Company. Mr. Robinson holds options to purchase Common Stock granted under employee stock option plans. ITEM 8. EXHIBITS. Exhibit Number Description ------ ----------- 4.1 Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1987). 4.2 Certificate of Amendment of Certificate of Incorporation, effective February 26, 1993 (incorporated herein by reference to Exhibit 3.2 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1992). 4.3 Certificate of Amendment of Certificate of Incorporation, effective January 12, 1995 (incorporated herein by reference to Exhibit 3.3 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1994). 4.4 Certificate of Amendment of Certificate of Incorporation, dated October 18, 1999 (incorporated herein by reference to Exhibit 3.4 to the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2000). 4.5 Certificate of Amendment of Certificate of Incorporation, dated September 19, 2000 (incorporated herein by reference to Exhibit 3.5 to the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2001). 4.6 By-Laws of the Company, as amended (incorporated herein by reference to Exhibit 3.6 to the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2003). 5.1* Opinion of Paul L. Robinson, Esq. 23.1 Consent of Paul L. Robinson, Esq. (included in Exhibit 5.1 hereto). 23.2* Consent of Independent Registered Public Accounting Firm 24.1 Powers of Attorney (included in the signature pages of this Registration Statement). 99.1* Comverse Technology, Inc. 2002 Employee Stock Purchase Plan, as amended as of December 16, 2003. -------------------------------- *filed herewith 2 SIGNATURE Pursuant to the requirements of the Securities Act of 1933, as amended, the Company 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 16th day of August, 2004. COMVERSE TECHNOLOGY, INC. Registrant By: /s/ KOBI ALEXANDER ----------------------------- Name: Kobi Alexander Title: Chairman and Chief Executive Officer 3 KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kobi Alexander, David Kreinberg and Paul Robinson, or any of them, his attorney-in-fact, each with the power of substitution, for him in any and all capacities, to sign any amendments (including all post-effective amendments) to this registration statement, and to sign any registration statement for the same offering covered by this registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, and all post-effective amendments thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may 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 Chairman of the Board and Chief Executive Officer and August 16, 2004 -------------------------------- Director (Principal Executive Officer) Kobi Alexander /s/ DAVID KREINBERG Executive Vice President and Chief Financial Officer August 16, 2004 -------------------------------- (Principal Financial and Accounting Officer) David Kreinberg /s/ RAZ ALON Director August 16, 2004 -------------------------------- Raz Alon /s/ ITSIK DANZIGER Director August 16, 2004 -------------------------------- Itsik Danziger /s/ JOHN H. FRIEDMAN Director August 16, 2004 -------------------------------- John H. Friedman /s/ RON HIRAM Director August 16, 2004 -------------------------------- Ron Hiram /s/ SAM OOLIE Director August 16, 2004 -------------------------------- Sam Oolie /s/ WILLIAM F. SORIN Director August 16, 2004 -------------------------------- William F. Sorin
4 Exhibits Index -------------- Exhibit Number Description ------ ----------- 4.1 Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1987). 4.2 Certificate of Amendment of Certificate of Incorporation, effective February 26, 1993 (incorporated herein by reference to Exhibit 3.2 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1992). 4.3 Certificate of Amendment of Certificate of Incorporation, effective January 12, 1995 (incorporated herein by reference to Exhibit 3.3 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1994). 4.4 Certificate of Amendment of Certificate of Incorporation, dated October 18, 1999 (incorporated herein by reference to Exhibit 3.4 to the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2000). 4.5 Certificate of Amendment of Certificate of Incorporation, dated September 19, 2000 (incorporated herein by reference to Exhibit 3.5 to the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2001). 4.6 By-Laws of the Company, as amended (incorporated herein by reference to Exhibit 3.6 to the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2003). 5.1* Opinion of Paul L. Robinson, Esq. 23.1 Consent of Paul L. Robinson, Esq. (included in Exhibit 5.1 hereto). 23.2* Consent of Independent Registered Public Accounting Firm 24.1 Powers of Attorney (included in the signature pages of this Registration Statement). 99.1* Comverse Technology, Inc. 2002 Employee Stock Purchase Plan, as amended as of December 16, 2003. -------------------------------- *filed herewith 5