-----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, UX0Aya+2CdRKl06x4bzM6CZB26c+gNynUN/svps/8DzogNSLQobwfzjiqYrKTa1/ MWuAfvVaJ0M0x75K+Kjvpw== 0000909518-06-000776.txt : 20060817 0000909518-06-000776.hdr.sgml : 20060817 20060817170847 ACCESSION NUMBER: 0000909518-06-000776 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060811 ITEM INFORMATION: Termination of a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060817 DATE AS OF CHANGE: 20060817 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: 061041470 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 mm8-1706_8k.txt 08-11-06 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): August 11, 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 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT. On August 17, 2006, Comverse Technology, Inc. (the "Company") issued a press release announcing that, in accordance with determinations of the Special Committee of its Board of Directors (the "Special Committee"), the Company is providing notice to Kobi Alexander, its former Chairman of the Board and Chief Executive Officer, David Kreinberg, its former Executive Vice President and Chief Financial Officer and William Sorin, a former director and its former General Counsel, terminating all prior employment or similar agreements or arrangements with the Company, including the agreements entered into on April 28, 2006, and revoking any and all vested and unvested unexercised options, restricted stock and any other equity compensation previously granted. The Company is not making any severance or other payments to Mr. Alexander, Mr. Kreinberg or Mr. Sorin in connection with the termination of any such agreements or arrangements and the Company will pursue rights and remedies against them in respect of their acts or omissions relating to stock option grants. The Special Committee is continuing its work and is considering other appropriate actions. Each of Messrs. Alexander, Kreinberg and Sorin was party to an employment letter agreement dated as of April 28, 2006 with the Company, the terms of which have been disclosed in Item 1.01 of the Current Report on Form 8-K filed by the Company on May 4, 2006, which is incorporated herein by reference. Messrs. Alexander and Kreinberg were parties to purported employment agreements or arrangements, the terms of which have been disclosed in the definitive proxy statement on Schedule 14A filed by the Company on May 9, 2005, which disclosure is incorporated herein by reference. Mr. Sorin was party to an arrangement with the Company pursuant to which he received no cash compensation for his services as Senior General Counsel but had 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. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (d) EXHIBITS: Exhibit No. Description ----------- ----------- 99.1 Press Release of Comverse Technology, Inc. dated August 17, 2006 2 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: August 17, 2006 By: /s/ Paul L. Robinson ------------------------------ Name: Paul L. Robinson Title: Executive Vice President 3 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press Release of Comverse Technology, Inc. dated August 17, 2006 EX-99 2 mm8-1706_8ke991.txt PRESS RELEASE Exhibit 99.1 ------------ COMVERSE TECHNOLOGY TERMINATES FORMER EXECUTIVES' EMPLOYMENT ARRANGEMENTS AND DETERMINES TO PURSUE LEGAL REMEDIES Thursday August 17, 4:42 pm ET NEW YORK--(BUSINESS WIRE)--Aug. 17, 2006--Comverse Technology, Inc. (NASDAQ: CMVT - News) today announced that, in accordance with determinations of the Special Committee of its Board of Directors, the company is providing notice to Kobi Alexander, its former Chairman of the Board and Chief Executive Officer, David Kreinberg, its former Executive Vice President and Chief Financial Officer and William Sorin, a former director and its former General Counsel, terminating all prior employment or similar agreements or arrangements with the company, including the agreements entered into on April 28, 2006, and revoking any and all vested and unvested unexercised options, restricted stock and any other equity compensation previously granted. The company is not making any severance or other payments to Mr. Alexander, Mr. Kreinberg or Mr. Sorin in connection with the termination of any such agreements or arrangements and the company will pursue rights and remedies against them in respect of their acts or omissions relating to stock option grants. The Special Committee is continuing its work and is considering other appropriate actions. About Comverse Technology, Inc. Comverse Technology, Inc. (NASDAQ: CMVT - News), through its Comverse, Inc. subsidiary, 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 subsidiaries include: Verint Systems (NASDAQ: VRNT - News), a leading provider of analytic software-based solutions for communications interception, networked video security and business intelligence; and Ulticom (NASDAQ: ULCM - News), 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 website at www.comverse.com or 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 Page 2 of 2 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 businesses and employees of the GSS division of CSG Systems, International and Netcentrex S.A.; 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. -----END PRIVACY-ENHANCED MESSAGE-----