-----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, EXWPRQsd1a/LlkpZGje7GUGwiLtO2mJuYuVilJaq9EWej1+BbAJJYPnaSCMTRiRq HfZsCHB0B+6eFP1M1bCJ0g== 0000909518-06-000467.txt : 20060504 0000909518-06-000467.hdr.sgml : 20060504 20060504165644 ACCESSION NUMBER: 0000909518-06-000467 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20060428 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060504 DATE AS OF CHANGE: 20060504 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: 06809207 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 mv5-4_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): April 28, 2006 ------------------ COMVERSE TECHNOLOGY, INC. (Exact name of registrant as specified in its charter) NEW YORK 0-15502 13-3238402 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 909 Third Avenue, New York, New York 10022 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (212) 652-6801 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. The disclosure set forth in Item 5.02 below is incorporated herein by reference. ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS On May 1, 2006, Comverse Technology, Inc. (the "Company") announced that Kobi Alexander resigned from his position as Chief Executive Officer, Chairman of the Board of Directors and as a director of the Company, David Kreinberg resigned his position as Executive Vice President and Chief Financial Officer of the Company and William Sorin resigned his position as Senior General Counsel, Corporate Secretary and as a director of the Company. Each of Messrs. Alexander, Kreinberg and Sorin will continue to serve as advisors to the Company to cooperate with a Special Committee of its Board of Directors (the "Special Committee") in connection with its review of matters relating to stock option grants. A copy of the press release announcing such resignations and appointments is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. On April 28, 2006, Kobi Alexander and the Company entered into an Employment Agreement (the "Alexander Employment Agreement"). The term of the Alexander Employment Agreement is for six months, unless terminated by either party by providing the other party with no less than 10 days' prior written notice (such term referred to as the "Alexander Employment Term"). Under the terms of the Alexander Employment Agreement, Mr. Alexander resigned from his positions as an officer and director of the Company and was appointed as Senior Advisor. Mr. Alexander also agreed to resign as a director of Verint Systems Inc. ("Verint"), Ulticom, Inc. ("Ulticom") and other subsidiaries and affiliates of the Company, if requested by the Company (unless, prior to the date of such request, Mr. Alexander has already resigned from such position, as applicable). On April 28, 2006, Mr. Alexander resigned as a director of Verint and Ulticom. In addition, Mr. Alexander agreed to make himself reasonably available to, cooperate with, and provide information reasonably requested by, the Special Committee and its designees. Under the Alexander Employment Agreement, Mr. Alexander will be entitled to receive an annual salary of $25,000, company car for his personal use and supplemental medical benefits on the same terms as currently applicable to Mr. Alexander and the right to participate in the insurance, 401(k) and other benefit plans or arrangements of the Company under the same terms and conditions applicable to employees generally. However, during the Alexander Employment Term, Mr. Alexander will not be entitled to receive any stock options, restricted stock, stock appreciation rights or any equity or other incentive compensation under any plan or other arrangement of the Company, no previously granted stock options, restricted stock, stock appreciation rights or other equity compensation shall vest and the Alexander Employment Term shall not count towards vesting. In addition, Mr. Alexander agreed not to exercise or transfer any outstanding options during the Alexander Employment Term. Under the terms of the Alexander Employment Agreement, Mr. Alexander's outstanding Company stock options will terminate upon the later to occur of (i) the expiration of the first 30-consecutive calendar day period during which Mr. Alexander is permitted by the Company to exercise such options on every day during such period and (ii) December 31, 2006; provided, however, that the exercise period for any stock option will not extend beyond 10 years from the original date of grant of such option. Mr. Alexander is subject to certain confidentiality provisions and restrictive covenants. Each of Mr. Alexander and the Company reserved all rights and remedies that he or it may have against the other. On April 28, 2006, David Kreinberg and the Company entered into an Employment Agreement (the "Kreinberg Employment Agreement"). The term of the Kreinberg Employment Agreement is for six months, unless terminated by either party by providing the other party with no less than 10 days' prior written notice (such term referred to as the "Kreinberg Employment Term"). Under the terms of the Kreinberg Employment Agreement, Mr. Kreinberg resigned from his positions as an officer of the Company and was appointed as an Advisor. Mr. Kreinberg also agreed to resign as a director of Verint, Ulticom and other subsidiaries and affiliates of the Company, if requested by the Company. On April 28, 2006, Mr. Kreinberg resigned as a director of Verint and Ulticom. In addition, Mr. Kreinberg agreed to make himself reasonably available to, cooperate with, and 2 provide information reasonably requested by, the Special Committee and its designees related to the Special Committee's investigation, provided, that Mr. Kreinberg will be permitted to seek other full-time employment as long as such employment does not violate his non-disclosure and non-competition obligations, and Mr. Kreinberg's availability and cooperation will not unreasonably interfere with such other employment. Under the Kreinberg Employment Agreement, Mr. Kreinberg will be entitled to receive an annual salary of $25,000, company car on the terms as currently applicable to Mr. Kreinberg and the right to participate in the insurance, 401(k) and other benefit plans or arrangements of the Company under the same terms and conditions applicable to employees generally. However, during the Kreinberg Employment Term, Mr. Kreinberg will not be entitled to receive any stock options, restricted stock, stock appreciation rights or any equity or other incentive compensation under any plan or other arrangement of the Company, no previously granted stock options, restricted stock, stock appreciation rights or other equity compensation shall vest and the Kreinberg Employment Term shall not count towards vesting. In addition, Mr. Kreinberg agreed not to exercise or transfer any outstanding options during the Kreinberg Employment Term. Under the terms of the Kreinberg Employment Agreement, Mr. Kreinberg's outstanding Company stock options will terminate upon the later to occur of (i) the expiration of the first 30-consecutive calendar day period during which Mr. Kreinberg is permitted by the Company to exercise such options on every day during such period and (ii) December 31, 2006; provided, however, that the exercise period for any stock option will not extend beyond 10 years from the original date of grant of such option. Mr. Kreinberg is subject to certain confidentiality provisions and restrictive covenants. Each of Mr. Kreinberg and the Company reserved all rights and remedies that he or it may have against the other. On April 28, 2006, William Sorin and the Company entered into an Employment Agreement (the "Sorin Employment Agreement"). The term of the Sorin Employment Agreement is for six months, unless terminated by either party by providing the other party with no less than 10 days' prior written notice (such term referred to as the "Sorin Employment Term"). Under the terms of the Sorin Employment Agreement, Mr. Sorin resigned from his positions as an officer and director of the Company and was appointed as an Advisor. Mr. Sorin also agreed to resign as a director of Verint and other subsidiaries and affiliates of the Company, if requested by the Company. On April 28, 2006, Mr. Sorin resigned as a director of Verint. In addition, Mr. Sorin agreed to make himself reasonably available to, cooperate with, and provide information reasonably requested by, the Special Committee and its designees. Under the Sorin Employment Agreement, Mr. Sorin will not be entitled to receive any salary but the Company will continue to provide Mr. Sorin with the right to participate in the insurance, 401(k) and other benefit plans or arrangements of the Company under the same terms and conditions applicable to employees generally. However, during the Sorin Employment Term, Mr. Sorin will not be entitled to receive any stock options, restricted stock, stock appreciation rights or any equity or other incentive compensation under any plan or other arrangement of the Company, no previously granted stock options, restricted stock, stock appreciation rights or other equity compensation shall vest and the Sorin Employment Term shall not count towards vesting. In addition, Mr. Sorin agreed not to exercise or transfer any outstanding options during the Sorin Employment Term. Under the terms of the Sorin Employment Agreement, Mr. Sorin's outstanding Company stock options will terminate upon the later to occur of (i) the expiration of the first 30-consecutive calendar day period during which Mr. Sorin is permitted by the Company to exercise such options on every day during such period and (ii) December 31, 2006; provided, however, that the exercise period for any stock option will not extend beyond 10 years from the original date of grant of such option. Mr. Sorin is subject to certain confidentiality provisions and restrictive covenants. Each of Mr. Sorin and the Company reserved all rights and remedies that he or it may have against the other. The foregoing descriptions of the Alexander Employment Agreement, the Kreinberg Employment Agreement and the Sorin Employment Agreement do not purport to be complete and are qualified in their entirety by reference to such agreements, copies of which are filed as Exhibits 10.1, 10.2 and 10.3 hereto, respectively, and are incorporated by reference herein. APPOINTMENT OF CHAIRMAN AND PRINCIPAL OFFICERS On April 28, 2006, the Company's Board of Directors named Ron Hiram as its non-executive Chairman, Raz Alon as the Company's interim Chief Executive Officer, Avi Aronovitz as its interim Chief Financial Officer and Paul Robinson as its Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary. 3 A copy of the press release announcing such appointments is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Mr. Hiram, age 53, has served as a director of the Company since June 2001. Mr. Hiram is a Managing Partner of Eurofund 2000 L.P., a venture capital fund focused on Israeli-related companies in the telecommunications, information technology and microelectronic spheres. Previously, Mr. Hiram co-headed TeleSoft Partners' investment activities in Israel from 2001 to 2002. TeleSoft Partners is a Silicon Valley venture capital fund focusing on companies developing telecommunication-related technologies. From 1994 to 2000, Mr. Hiram served as a Managing Director and Partner of Soros Fund Management LLC ("Soros"), an international hedge fund, devoting the bulk of his time to private equity investments. Prior to joining Soros, Mr. Hiram worked at Lehman Brothers Inc. for thirteen years, most recently serving as Managing Director of a workout and restructuring group. Mr. Hiram also serves as a member of the board of directors of Ulticom. Mr. Hiram was previously a director of the Company in 1986 and 1987. Mr. Hiram received a B. Comm. from the University of Natal, South Africa, in 1978 and an M.B.A. from Columbia University in 1981. Mr. Hiram is also a director of Ulticom. Mr. Hiram is an independent director. Mr. Alon, age 43, has served as a director of the Company since December 2003. Since November 2000, Mr. Alon has served as Chairman of TopView Ventures LLC, an investment firm focused on special situation investments in a broad range of industries. From 1998 to 2000, Mr. Alon served as a Director in the mergers and acquisitions department of Merrill Lynch & Co., Inc. with a focus on private equity and financial sponsor clients. From 1996 to 1998, Mr. Alon served as a Director at SG Securities Inc., the U.S. based mergers and acquisitions and merchant banking business unit of Societe Generale SA. From 1991 to 1996, Mr. Alon worked as an investment banker at Lehman Brothers Inc. Mr. Alon received a B.Sc. in Computer Science and Engineering, magna cum laude, from the University of California, Los Angeles in 1988 and an M.B.A. from Harvard Business School in 1991. Mr. Aronovitz, age 37, has served as Vice President of Finance and Treasurer of the Company since January 2006, as Vice President of Finance since January 2005 and as Assistant Vice President of Finance since November 2002. Prior to joining the Company, Mr. Aronovitz was Vice President and Chief Financial Officer of Miltex Inc. from 2001 through 2002. From 1999 through 2001, Mr. Aronovitz was at IDT Corporation, serving most recently as Vice President and Corporate Controller. From 1996 through 1999, Mr. Aronovitz was at Zurich Reinsurance (North America) Inc. (now Converium Reinsurance (North America) Inc.), serving most recently as a Director of Finance. Mr. Aronovitz worked in the audit and business advisory practice of Arthur Andersen LLP from 1990 through 1996. Mr. Aronovitz is a director of Verint. Mr. Aronovitz received a B.S. in Accounting in 1990 from the Sy Syms School of Business at Yeshiva University. Mr. Robinson, age 39, served as the Company's Associate General Counsel from January 1999 through December 2002 and as its Vice President of Legal and General Counsel since January 2003. Prior to joining the Company, Mr. Robinson was an associate attorney at Kramer, Levin, Naftalis & Frankel, LLP and he also served as counsel to the United States Senate Committee on Governmental Affairs with respect to its special investigation into illegal and improper campaign fund-raising activities during the 1996 federal election. Before then, Mr. Robinson was an associate attorney at Skadden, Arps, Slate, Meagher & Flom LLP. Mr. Robinson is a director of Verint and Ulticom. Mr. Robinson holds a B.A. in Political Science and was Phi Beta Kappa from State University of New York at Binghamton and a J.D., cum laude, from Boston University School of Law. On April 28, 2006, the Company determined to provide the following compensation to the individuals named above: Mr. Hiram, a director fee of $300,000 per annum; Mr. Alon, a monthly salary of $50,000; Mr. Aronovitz, a salary of $310,000 per annum; and Mr. Robinson, a salary of $550,000 per annum. In addition, the Company determined to pay Mr. Aronovitz an aggregate bonus for fiscal year 2006 of $120,000 payable in two equal installments on July 31, 2006 and January 31, 2007. Each of Messrs. Alon, Aronovitz and Robinson has the right to participate in the insurance, bonus, stock option, 401(k) and other benefit and incentive compensation plans or arrangements of the Company under the same terms and conditions applicable to employees generally. In addition, each of Mr. Aronovitz and Mr. Robinson is entitled to the use of a company car. 4 Prior to April 28, 2006, Mr. Alon served as an independent director of the Company. Mr. Hiram continues to meet the independence standards and serve as an independent director of the Company. The director fee payable to Mr. Hiram as described above shall be paid in lieu of the cash compensation he was entitled to receive as an independent director prior to April 28, 2006. Mr. Alon will not receive additional compensation for service as a director while serving as interim Chief Executive Officer. Prior to April 28, 2006, Messrs. Alon and Hiram, as independent directors, each received compensation in the amount of (i) an annual $30,000 cash retainer, (ii) $1,500 for attendance at each Board meeting and (iii) $1,000 for attendance at each committee meeting of the Board. In addition, as Chairman of the Audit Committee, Mr. Hiram received an annual $7,000 retainer. As an independent director, each of Messrs. Alon and Hiram also was entitled, and Mr. Hiram continues to be entitled, to receive an annual stock option grant under the Company's Stock Option Plans entitling him to purchase 17,000 shares of Common Stock at a price per share equal to the fair market value of the Common Stock as reported on the NASDAQ on the date two business days after the publication of the audited year-end financial statements of the Company. Twenty-five percent of the stock options vest quarterly on each of the last day of the Company's first, second, third and fourth fiscal quarters. Since February 1, 2005, stock options to purchase 17,000 shares of Common Stock were granted to each of Messrs. Hiram and Alon. In fiscal year 2005, Mr. Aronovitz's annual salary was $170,000 and his bonus for such fiscal year was $50,000. During the period from February 1, 2006 to April 28, 2006, Mr. Aronovitz's annual salary was raised to $200,000. Since February 1, 2005, Mr. Aronovitz was granted stock options to purchase 15,000 shares of the Company's Common Stock. In fiscal year 2005, Mr. Robinson's annual salary was $252,500 and his bonus for such fiscal year was $150,000. During the period from February 1, 2006 to April 28, 2006, Mr. Robinson's annual salary was $525,000. Since February 1, 2005, Mr. Robinson was granted stock options to purchase 50,000 shares of the Company's Common Stock. ITEM 8.01 OTHER EVENTS. SHAREHOLDER DERIVATIVE AND FEDERAL SECURITIES LITIGATION Several purported shareholder derivative actions have been filed by persons identifying themselves as Comverse shareholders and purporting to act on behalf of the Company: four actions were filed in the New York State Supreme Court and two actions were filed in the United States District Court for the Eastern District of New York. The defendants in one or more of these actions include certain current and former directors and/or officers of the Company. These actions include: Sollins v. Alexander, et al., filed April 11, 2006; Capovilla v. Alexander, et al., filed April 20, 2006; Hill v. Alexander, et al., filed April 21, 2006, Cinquemani v. Alexander, et al., filed April 24, 2006; Gross v. Alexander, et al., filed April 24, 2006; and Braverman v. Alexander, et al., filed May 1, 2006. The complaints in these actions allege that the certain current and former directors and/or officers of the Company named as defendants breached their fiduciary duties beginning in 1994 through present by, among other things: (i) allowing and participating in an alleged scheme to backdate the grant dates of employee stock options to improperly benefit the Company's executives and certain directors; (ii) allowing insiders, including certain of the defendants, to personally profit by trading the Company's stock while allegedly in possession of material inside information; (iii) failing to properly oversee or implement procedures to detect and prevent such improper practices; (iv) causing the Company to issue allegedly materially false and misleading proxy statements, as well as causing the Company to file other allegedly false and misleading documents with the SEC; and (v) exposing the Company to civil liability. These complaints seek damages and other equitable and/or injunctive relief. On May 1, 2006, plaintiffs in the actions pending the New York State Supreme Court moved to consolidate such actions. On April 19, 2006, Anthony Caiafa, individually and purportedly on behalf of a class of the Company's investors who purchased the Company's publicly traded securities between April 30, 2001 and April 16, 2006, filed an action in the United States District Court for the Eastern District of New York against the Company and certain current and former directors and/or officers of the Company (the "Caiafa Action"). This action alleges violations of Section 10(b) of the Securities Exchange Act of 1934 ("Exchange Act"), Rule 10b-5 promulgated thereunder and Section 20(a) of the Exchange Act in connection with various public statements made by the Company and seeks an order that the action may proceed as a class action and an award of compensatory damages in favor of the plaintiff and the other class members in an unspecified amount, together with interest and reimbursement of costs and expenses of the litigation. On April 25, 2006, Tully Nadel, individually and purportedly on behalf of a class of the Company's investors who purchased the Company's publicly traded securities 5 between April 30, 2001 and April 16, 2006 filed a substantially similar complaint as that filed in the Caiafa Action and seeking the same relief in the United States District Court for the Southern District of New York. Additional actions may be filed against the Company arising out of or related to the Company's stock option grants. Each of these actions is ongoing. Although we cannot predict the outcome of any of these actions, an adverse result in one or more of them could have a potentially material adverse effect on the Company's business, results of operation and financial condition. UNITED STATES ATTORNEY SUBPOENA On May 2, 2006 the Company received a subpoena from the United States Attorney's Office for the Eastern District of New York in connection with the issuance of stock option grants between 1995 and the present. The Company intends to fully cooperate with the United States Attorney in responding to this subpoena. SECURITIES AND EXCHANGE COMMISSION Representatives of the Special Committee have met with and are cooperating with the Staff of the Securities and Exchange Commission with respect to matters related to the Company's stock option grants. Note: This Current Report on Form 8-K contains "forward-looking statements" under the Private Securities Litigation Reform Act of 1995 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. Important factors that could cause actual results to differ materially include: the results of the review of the Special Committee, appointed by the Board of Directors on March 14, 2006, of matters relating to the Company's stock option grants, including, but not limited to, the accuracy of the stated dates of option grants and whether all proper corporate procedures were followed; the impact of any restatement of financial statements of the Company or other actions that may be taken or required as a result of such reviews; the Company's inability to file reports with the Securities and Exchange Commission; risks associated with the Company's inability to meet NASDAQ requirements for continued listing, including possible delisting; risks of litigation and of governmental investigations or proceedings arising out of or related to the Company's stock option grants or any restatement of the financial statements of the Company; risks associated with integrating the business and employees of the GSS division of CSG Systems, International; 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; aggressive competition may force the Company to reduce prices; a failure to compensate any decrease in the sale of the Company's traditional products with a corresponding increase in sales of new products; risks associated with changes in the competitive or regulatory environment in which the Company operates; risks associated with prosecuting or defending allegations or claims of infringement of intellectual property rights; 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 subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. 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. 6 ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (D) EXHIBITS: Exhibit No. Description ----------- ----------- 10.1 Letter Agreement, dated April 28, 2006, between the Company and Kobi Alexander 10.2 Letter Agreement, dated April 28, 2006, between the Company and David Kreinberg 10.3 Letter Agreement, dated April 28, 2006, between the Company and William F. Sorin 99.1 Press Release of the Company dated May 1, 2006 7 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. Date: May 4, 2006 By: /s/ Paul L. Robinson --------------------------------- Name: Paul L. Robinson Title: Executive Vice President 8 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 10.1 Letter Agreement, dated April 28, 2006, between the Company and Kobi Alexander 10.2 Letter Agreement, dated April 28, 2006, between the Company and David Kreinberg 10.3 Letter Agreement, dated April 28, 2006, between the Company and William F. Sorin 99.1 Press Release of the Company dated May 1, 2006 9 EX-10 2 jd5-1ex10_1.txt 10.1 Exhibit 10.1 Comverse Technology, Inc. 909 Third Avenue New York, NY 10022 April 28, 2006 Mr. Kobi Alexander c/o Comverse Technology, Inc. 909 Third Avenue New York, NY 10022 Dear Mr. Alexander, Comverse Technology, Inc. (the "Company") and you (the "Employee") hereby agree to the terms and conditions set forth in Exhibit A hereto. This letter agreement (together with Exhibit A hereto, the "Agreement") represents the entire agreement of the parties with respect to the subject matter hereof. This Agreement shall be binding upon the parties and their respective successors and permitted assigns. This Agreement may be amended or modified only by a written instrument signed by all the parties hereto and may not be assigned by any party without the express written consent of the other party and any purported assignment without such consent shall be void ab initio. The judgment by any court of law that any provision of this Agreement is unenforceable shall not affect the validity of the remaining provisions. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflict of laws. This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement. If the foregoing is consistent with your understanding and is acceptable to you, please execute one copy of this Agreement and return it to us whereupon this Agreement shall become a binding agreement between us. Very truly yours, COMVERSE TECHNOLOGY, INC. /s/ Paul L. Robinson ------------------------------------- Paul L. Robinson General Counsel and V.P.-Legal Agreed, acknowledged and accepted as of the 28th day of April, 2006. /s/ Kobi Alexander - ---------------------------------- Kobi Alexander EXHIBIT A --------- TERMS OF EMPLOYMENT AGREEMENT BETWEEN COMVERSE TECHNOLOGY, INC. AND KOBI ALEXANDER 1. Annual Compensation For services hereunder, the Company shall pay the Employee $25,000 per annum, payable in accordance with applicable payroll practices of the Company. 2. Benefits During the Employment Term (as defined below), the Company will continue to provide the Employee with (i) a Company car for his personal use and supplemental medical benefits, on the same terms as currently applicable to the Employee, and (ii) the right to participate in the insurance, 401(k) and other benefit plans or arrangements of the Company under the same terms and conditions applicable to employees generally; provided, however, that during the Employment Term the Employee shall not be entitled to receive any stock options, restricted stock, stock appreciation rights or any equity or other incentive compensation under any plan or other arrangement of the Company. 3. Equity Compensation (a) During the Employment Term, no previously granted stock options, restricted stock, stock appreciation rights, or other equity compensation shall vest in whole or in part for any reason. The Employment Term shall never count toward vesting of any stock options, restricted stock, stock appreciation rights or other equity compensation. (b) During the Employment Term, the Employee shall not exercise or transfer any outstanding Company stock options. (c) The Employee's outstanding Company stock options shall terminate upon the later to occur of (i) the expiration of the first 30-consecutive calendar day period during which the Employee is permitted by the Company to exercise such options on every day during such period and (ii) December 31, 2006; provided, however, that (x) in each case, such extension of the exercise period may not extend beyond 10 years from the original date of grant of the Employee's stock options and (y) the foregoing shall be subject to and not in derogration of any claims or defenses of the parties arising out of or relating to such stock options. 4. Resignation The Employee hereby resigns from his positions as an officer and director of the Company. In addition, the Employee agrees to resign as a director of Verint Systems, Inc., Ulticom, Inc., and any or all other subsidiaries or affiliates of the Company if, as and when requested by the Company (unless, prior to the date of such request, the Employee has already resigned from such position, as applicable). 5. Term and Termination The term of this Agreement shall be six months; provided, however, that either party may terminate this Agreement by providing the other party with no less than 10 days' prior written notice. (The period of time commencing with the date hereof and ending upon the date of termination of this Agreement is referred to as the "Employment Term.") 6. Title Senior Advisor. 7. Responsibilities (a) The Employee shall make himself reasonably available to, cooperate with, and provide information reasonably requested by, the Special Committee of the Board of Directors of the Company and its designees. (b) The Employee shall have no authority to speak or otherwise communicate in the name and on behalf of the Company to the press or any other third party (including employees of the Company or any of its subsidiaries or affiliates). 8. Non-Competition (a) For and in consideration of the compensation to be paid by the Company pursuant to the terms hereof, and in recognition of the fact that the Employee has and will perform valuable services to the Company, the Employee covenants and agrees that he will not, at any time during the Employment Term, and for a period of eighteen (18) months thereafter (which will be extended by the duration of any period of time which a court of competent jurisdiction determines, whether on a preliminary or final basis, that a breach of this Section 8 has actually or likely occurred), directly or indirectly, as an employee, employer, consultant, agent, principal, partner, manager, stockholder, officer, director, or in any other individual or representative capacity engage or participate in any business or in any activity related to the development, sale, production, manufacturing, marketing or distribution of products or services which are in competition with products or services which the Company or any of its subsidiaries produces, sells, manufactures, markets, distributes or has interest in, in any state or foreign country in which the Company or any of its subsidiaries then conducts business or reasonably has plans to conduct business. The Employee agrees to place all subsequent employers on notice of the terms and conditions stated in this Section 8. The Employee further agrees that during the Employment Term and for a period of twenty-four (24) months thereafter (which will be extended by the duration of any period of time which a court of competent jurisdiction determines, whether on a preliminary or final basis, that a breach of this Section 8 has actually or likely occurred), the Employee shall not, directly or indirectly, induce, attempt to induce, or aid others in inducing, any then-current employee of the Company or anyone who was employed or otherwise engaged by the Company at any time during the twelve (12) months preceding such inducement to accept employment or affiliation with another person or entity engaging in such business or activity of which the Employee is an employee, owner, partner or consultant. The Employee shall not for a period of twenty-four (24) months after the termination of the Employment Term (which will be extended by the duration of any period of time which a court of competent jurisdiction determines, whether on a preliminary or final basis, that a breach has actually or likely occurred) solicit any Customer to do business with any person or entity (other than the Company) that is competing with the Company's products or to reduce or end its relationship with the Company. For purposes of this paragraph, "Customer" shall mean any person or entity that provided consideration to the Company in exchange for products or services, and any person or entity to which the Company has met with regarding a business relationship, in the twelve (12) month period immediately preceding the termination of the Employment Term. (b) The Company and the Employee agree that the duration and geographic scope of the restrictions set forth in this Section 8 are reasonable. In the event that any court of competent jurisdiction determines that the duration or the geographic scope, or both, are unreasonable and that such provision is to that extent unenforceable, the Company and the Employee hereto agree that the provision shall remain in full force and effect for the greatest time period and in the greatest area that would not render it unenforceable. The Company and the Employee intend that this provision shall be deemed to be a series of separate covenants, one for each and every county of each and every state of the United States of America and each and every political subdivision of each and every country outside the United States of America where this provision is intended to be effective. (c) Notwithstanding the foregoing, nothing contained in this Agreement shall prevent the Employee from being an investor in securities of a competitor listed on a national securities exchange or actively traded over-the-counter so long as such investments are in amounts not significant as compared to his total investments and not more than one percent (1%) of the outstanding securities of the issuer of the same class or issue of the specific securities involved. (d) The Employee acknowledges that his services to the Company are of a unique character, which gives them a special value to the Company. In the event of a breach or threatened breach by the Employee of any of the provisions of Section 8 of this Agreement, in addition to any other remedy which the Company may have at law or in equity, including the right to withhold any payment of compensation under this Agreement, the Company shall be entitled to temporary and/or permanent injunctions, without posting bond, in order to prevent or restrain any such breach by the Employee or by the Employee's partners, agents, representatives, servants, employers and employees. Said remedies shall be in addition to, and not in limitation of, any other rights or remedies to which the Company is or may be entitled at law, in equity, or under this Agreement. 9. Effect of Agreement; Survival Until the end of the Employment Term, the provisions of this Agreement shall govern and supersede any prior agreement, understanding or arrangement between the Company and the Employee other than (i) the Indemnity Agreement, dated as of November 20, 2003, between the Company and the Employee and (ii) any such agreements relating to insurance policies. Subject to Section 10 below, Sections 3(a), 3(c) and 4 shall survive the termination of this Agreement. 10. Reservation of Rights Neither of the parties shall be deemed to have waived any rights, defenses or remedies which they may have against the other, whether contractual, legal, equitable, or otherwise, and nothing in this Agreement shall be construed as limiting any such rights, defenses or remedies. 11. Notice All notices and other communications called for under this Agreement shall be in writing and will be deemed given (a) on the date of delivery if delivered personally, (b) one day after being sent by a well established commercial overnight service or (c) four days after being mailed by registered or certified mail, return receipt requested, prepaid and addressed as follows: if to the Company, at the address set forth above in this Agreement, and if to the Employee, to the Employee's current address as set forth in the Company's personnel records. 12. Board Meeting The Employee hereby waives notice of the meeting of the Board of Directors of the Company held on the date of this Agreement. EX-10 3 jd5-1ex10_2.txt 10.2 Exhibit 10.2 Comverse Technology, Inc. 909 Third Avenue New York, NY 10022 April 28, 2006 Mr. David Kreinberg c/o Comverse Technology, Inc. 909 Third Avenue New York, NY 10022 Dear Mr. Kreinberg, Comverse Technology, Inc. (the "Company") and you (the "Employee") hereby agree to the terms and conditions set forth in Exhibit A hereto. This letter agreement (together with Exhibit A hereto, the "Agreement") represents the entire agreement of the parties with respect to the subject matter hereof. This Agreement shall be binding upon the parties and their respective successors and permitted assigns. This Agreement may be amended or modified only by a written instrument signed by all the parties hereto and may not be assigned by any party without the express written consent of the other party and any purported assignment without such consent shall be void ab initio. The judgment by any court of law that any provision of this Agreement is unenforceable shall not affect the validity of the remaining provisions. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflict of laws. This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement. If the foregoing is consistent with your understanding and is acceptable to you, please execute one copy of this Agreement and return it to us whereupon this Agreement shall become a binding agreement between us. Very truly yours, COMVERSE TECHNOLOGY, INC. /s/ Paul L. Robinson ---------------------------------- Paul L. Robinson General Counsel and V.P.-Legal Agreed, acknowledged and accepted as of the 28th day of April, 2006. /s/ David Kreinberg - ---------------------------------- David Kreinberg EXHIBIT A --------- TERMS OF EMPLOYMENT AGREEMENT BETWEEN COMVERSE TECHNOLOGY, INC. AND DAVID KREINBERG 1. Annual Compensation For services hereunder, the Company shall pay the Employee $25,000 per annum, payable in accordance with applicable payroll practices of the Company. 2. Benefits During the Employment Term (as defined below), the Company will continue to provide the Employee with (i) a Company car, on the same terms as currently applicable to the Employee, and (ii) the right to participate in the insurance, 401(k) and other benefit plans or arrangements of the Company under the same terms and conditions applicable to employees generally; provided, however, that during the Employment Term the Employee shall not be entitled to receive any stock options, restricted stock, stock appreciation rights or any equity or other incentive compensation under any plan or other arrangement of the Company. 3. Equity Compensation (a) During the Employment Term, no previously granted stock options, restricted stock, stock appreciation rights, or other equity compensation shall vest in whole or in part for any reason. The Employment Term shall never count toward vesting of any stock options, restricted stock, stock appreciation rights or other equity compensation. (b) During the Employment Term, the Employee shall not exercise or transfer any outstanding Company stock options. (c) The Employee's outstanding Company stock options shall terminate upon the later to occur of (i) the expiration of the first 30-consecutive calendar day period during which the Employee is permitted by the Company to exercise such options on every day during such period and (ii) December 31, 2006; provided, however, that (x) in each case, such extension of the exercise period may not extend beyond 10 years from the original date of grant of the Employee's stock options and (y) the foregoing shall be subject to and not in derogration of any claims or defenses of the parties arising out of or relating to such stock options. 4. Resignation The Employee hereby resigns from his positions as an officer of the Company. In addition, the Employee agrees to resign as a director of Verint Systems, Inc., Ulticom, Inc., and any or all other subsidiaries or affiliates of the Company if, as and when requested by the Company. 5. Term and Termination The term of this Agreement shall be six months; provided, however, that either party may terminate this Agreement by providing the other party with no less than 10 days' prior written notice. (The period of time commencing with the date hereof and ending upon the date of termination of this Agreement is referred to as the "Employment Term.") 6. Title Advisor. 7. Responsibilities (a) The Employee shall make himself reasonably available to, cooperate with, and provide information reasonably requested by, the Special Committee of the Board of Directors of the Company (the "Special Committee") and its designees related to the Special Committee's investigation; provided, that the Employee is permitted to seek other full-time employment as long as such employment does not violate his obligations under Section 9 of this Agreement, and Employee's availability and cooperation shall not unreasonably interfere with such other employment. (b) The Employee shall have no authority to (i) sign any document in the name of or on behalf of the Company or to otherwise bind the Company in any way; or (ii) speak or otherwise communicate in the name and on behalf of the Company to the press or any other third party (including employees of the Company or any of its subsidiaries or affiliates). 8. Office and System Access The Employee shall only be permitted to utilize any of the Company's premises or have access to any of the Company's records or systems (including financial and accounting systems), to the extent expressly approved by the Special Committee. The Employee shall have continued use of his cell phone, email, office phone number and voicemail, as such were provided by the Company prior to the date hereof. 9. Non-Disclosure and Non-Competition The Employee shall be subject to Sections 5 (Confidential Information), 10 (Restrictive Covenant) and 11 (Damages - Injunctive Relief) of the Employment, Non-Disclosure and Non-Competition Agreement, dated August 19, 2004, by and between the Company and the Employee, a copy of which is filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2004. Solely for the purposes of such Section 10, the Employee's employment shall be deemed to have terminated on the date hereof. 10. Effect of Agreement; Survival Until the end of the Employment Term, the provisions of this Agreement shall govern and supersede any prior agreement, understanding or arrangement between the Company and the Employee other than (i) the Indemnity Agreement, dated as of November 19, 2003, between the Company and the Employee and (ii) any such agreements relating to insurance policies. Subject to Section 11 below, Sections 3(a), 3(c) and 4 shall survive the termination of this Agreement. 11. Reservation of Rights Neither of the parties shall be deemed to have waived any rights, defenses or remedies which they may have against the other, whether contractual, legal, equitable, or otherwise, and nothing in this Agreement shall be construed as limiting any such rights, defenses or remedies. 12. Notice All notices and other communications called for under this Agreement shall be in writing and will be deemed given (a) on the date of delivery if delivered personally, (b) one day after being sent by a well established commercial overnight service or (c) four days after being mailed by registered or certified mail, return receipt requested, prepaid and addressed as follows: if to the Company, at the address set forth above in this Agreement and if to the Employee, to the Employee's current address as set forth in the Company's personnel records. EX-10 4 jd5-1ex10_3.txt 10.3 Exhibit 10.3 Comverse Technology, Inc. 909 Third Avenue New York, NY 10022 April 28, 2006 Mr. William F. Sorin c/o Comverse Technology, Inc. 909 Third Avenue New York, NY 10022 Dear Mr. Sorin, Comverse Technology, Inc. (the "Company") and you (the "Employee") hereby agree to the terms and conditions set forth in Exhibit A hereto. This letter agreement (together with Exhibit A hereto, the "Agreement") represents the entire agreement of the parties with respect to the subject matter hereof. This Agreement shall be binding upon the parties and their respective successors and permitted assigns. This Agreement may be amended or modified only by a written instrument signed by all the parties hereto and may not be assigned by any party without the express written consent of the other party and any purported assignment without such consent shall be void ab initio. The judgment by any court of law that any provision of this Agreement is unenforceable shall not affect the validity of the remaining provisions. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflict of laws. This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement. If the foregoing is consistent with your understanding and is acceptable to you, please execute one copy of this Agreement and return it to us whereupon this Agreement shall become a binding agreement between us. Very truly yours, COMVERSE TECHNOLOGY, INC. /s/ Paul L. Robinson ----------------------------------- Paul L. Robinson General Counsel and V.P.-Legal Agreed, acknowledged and accepted as of the 28th day of April, 2006. /s/ William F. Sorin - --------------------------------- William F. Sorin EXHIBIT A --------- TERMS OF EMPLOYMENT AGREEMENT BETWEEN COMVERSE TECHNOLOGY, INC. AND WILLIAM F. SORIN 1. Compensation None. In consideration of the terms set forth below, the Employee agrees to be employed as set forth herein. 2. Benefits During the Employment Term (as defined below), the Company will continue to provide the Employee with the right to participate in the insurance, 401(k) and other benefit plans or arrangements of the Company under the same terms and conditions applicable to employees generally; provided, however, that during the Employment Term the Employee shall not be entitled to receive any stock options, restricted stock, stock appreciation rights or any equity or other incentive compensation under any plan or other arrangement of the Company. 3. Equity Compensation (a) During the Employment Term, no previously granted stock options, restricted stock, stock appreciation rights or other equity compensation shall vest in whole or in part for any reason. The Employment Term shall never count toward vesting of any stock options, restricted stock, stock appreciation rights or other equity compensation. (b) During the Employment Term, the Employee shall not exercise or transfer any outstanding Company stock options. (c) The Employee's outstanding Company stock options shall terminate upon the later to occur of (i) the expiration of the first 30-consecutive calendar day period during which the Employee is permitted by the Company to exercise such options on every day during such period and (ii) December 31, 2006; provided, however, that (x) in each case, such extension of the exercise period may not extend beyond 10 years from the original date of grant of the Employee's stock options and (y) the foregoing shall be subject to and not in derogration of any claims or defenses of the parties arising out of or relating to such stock options. 4. Resignation The Employee hereby resigns from his positions as an officer and director of the Company. In addition, the Employee agrees to resign as a director of Verint Systems, Inc. and any or all other subsidiaries or affiliates of the Company if, as and when requested by the Company. 5. Term and Termination The term of this Agreement shall be six months; provided, however, that either party may terminate this Agreement by providing the other party with no less than 10 days' prior written notice. (The period of time commencing with the date hereof and ending upon the date of termination of this Agreement is referred to as the "Employment Term.") 6. Title Advisor. 7. Responsibilities (a) The Employee shall make himself reasonably available to, cooperate with, and provide information reasonably requested by, the Special Committee of the Board of Directors of the Company (the "Special Committee") and its designees. (b) The Employee shall have no authority to (i) sign any document in the name of or on behalf of the Company or to otherwise bind the Company in any way; or (ii) speak or otherwise communicate in the name and on behalf of the Company to the press or any other third party (including employees of the Company or any of its subsidiaries or affiliates). 8. Office and System Access The Employee shall only be permitted to utilize any of the Company's premises or have access to any of the Company's records or systems (including financial and accounting systems), to the extent expressly approved by the Special Committee. 9. Non-Disclosure and Non-Competition The Employee agrees to be bound by the non-disclosure and non-competition provisions historically applicable to senior executives of the Company. 10. Effect of Agreement; Survival Until the end of the Employment Term, the provisions of this Agreement shall govern and supersede any prior agreement, understanding or arrangement between the Company and the Employee other than (i) the Indemnity Agreement, dated as of November 20, 2003, between the Company and the Employee and (ii) any such agreements relating to insurance policies. Subject to Section 11 below, Sections 3(a), 3(c) and 4 shall survive the termination of this Agreement. 11. Reservation of Rights Neither of the parties shall be deemed to have waived any rights, defenses or remedies which they may have against the other, whether contractual, legal, equitable, or otherwise, and nothing in this Agreement shall be construed as limiting any such rights, defenses or remedies. 12. Notice All notices and other communications called for under this Agreement shall be in writing and will be deemed given (a) on the date of delivery if delivered personally, (b) one day after being sent by a well established commercial overnight service or (c) four days after being mailed by registered or certified mail, return receipt requested, prepaid and addressed as follows: if to the Company, at the address set forth above in this Agreement and if to the Employee, to the Employee's current address as set forth in the Company's personnel records. EX-99 5 jd5-1ex99_1.txt 99.1 EXHIBIT 99.1 COMVERSE TECHNOLOGY ANNOUNCES CHANGES TO SENIOR MANAGEMENT AND BOARD OF DIRECTORS RON HIRAM NAMED CHAIRMAN; RAZ ALON APPOINTED INTERIM CHIEF EXECUTIVE OFFICER; AVI ARONOVITZ APPOINTED INTERIM CHIEF FINANCIAL OFFICER; PAUL ROBINSON NAMED EXECUTIVE VICE PRESIDENT & CHIEF ADMINISTRATIVE OFFICER NEW YORK, NY May 1, 2006 Comverse Technology, Inc. (NASDAQ: CMVT) today announced changes to its senior management team and Board of Directors. The following changes are effective immediately: o Ron Hiram, an independent director of the Company since 2001, has been named non-executive Chairman of the Board of Directors. o Raz Alon, an independent director since 2003, has been named interim Chief Executive Officer. o Avi T. Aronovitz, currently Vice President of Finance and Treasurer of the Company, has been appointed interim Chief Financial Officer. o Paul L. Robinson, currently Vice President of Legal and General Counsel, will assume the role of Executive Vice President, Chief Administrative Officer, General Counsel, and Corporate Secretary. These changes come following the resignations of Kobi Alexander, former Chairman and CEO, David Kreinberg, former CFO, and William F. Sorin, a former director, Senior General Counsel, and Corporate Secretary. Mr. Alexander, Mr. Kreinberg and Mr. Sorin will become advisors to the Company on an interim basis. They will cooperate with the special committee of the Board of Directors in its previously announced review relating to the Company's stock option grants and help ensure a smooth transition for the Company's senior management. "We wish to acknowledge the past contributions of Mr. Alexander. He was the Company's founder and a visionary leader. We also acknowledge the work of Messrs. Kreinberg and Sorin in assisting Mr. Alexander in developing Comverse into the strong market and technology leader it is today," said Ron Hiram. "We are confident that our major markets have excellent long-term prospects, and our management team has the experience and depth to continue to deliver outstanding growth and operational performance," said Raz Alon. "We remain focused on providing our customers with innovative technology and outstanding service, and we are committed to strengthening our leadership position in each of our businesses." ABOUT COMVERSE TECHNOLOGY Comverse Technology, Inc. (NASDAQ: CMVT), through its Comverse business unit, is the world's leading provider of software and systems enabling network-based multimedia enhanced communication and billing services. The company's Total Communication portfolio includes value-added messaging, personalized data and content-based services, and real-time converged billing solutions. Over 450 communication and content service providers in more than 120 countries use Comverse products to generate revenues, strengthen customer loyalty and improve operational efficiency. Other Comverse Technology business units include: Verint Systems (NASDAQ: VRNT), a leading provider of analytic software-based solutions for communications interception, networked video security and business intelligence; and Ulticom (NASDAQ: ULCM), a leading provider of service enabling signaling software for wireline, wireless and Internet communications. Comverse Technology is an S&P 500 and NASDAQ-100 Index company. For additional information, visit the Comverse Technology website at www.cmvt.com . All product and company names mentioned herein may be registered trademarks or trademarks of Comverse or the respective referenced company(s). Note: This release contains "forward-looking statements" under the Private Securities Litigation Reform Act of 1995 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. Important factors that could cause actual results to differ materially include: the results of the review of the Special Committee, appointed by the Board of Directors on March 14, 2006, of matters relating to the Company's stock option grants, including, but not limited to, the accuracy of the stated dates of option grants and whether all proper corporate procedures were followed; the impact of any restatement of financial statements of the Company or other actions that may be taken or required as a result of such reviews; the Company's inability to file reports with the Securities and Exchange Commission; risks associated with the Company's inability to meet NASDAQ requirements for continued listing, including possible delisting; risks of litigation related to the Company's stock option grants or any restatement of the financial statements of the Company; risks associated with integrating the business and employees of the GSS division of CSG Systems, International; 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; aggressive competition may force the Company to reduce prices; a failure to compensate any decrease in the sale of the Company's traditional products with a corresponding increase in sales of new products; risks associated with changes in the competitive or regulatory environment in which the Company operates; risks associated with prosecuting or defending allegations or claims of infringement of intellectual property rights; 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 subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. 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. # # # CONTACTS: Investors/Business Press: Paul D. Baker Comverse Technology, Inc. One Huntington Quadrangle Third Floor Melville, New York 11747 (516) 677-7226 -----END PRIVACY-ENHANCED MESSAGE-----