-----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, Vokgqhomy+4Qy3fK2bqgxtgkZ0gX+pQhXtAdrTvG+QTrhsWT6cFUlXs4FhqvezR/ bduGVL84awKYDRRVypGXeA== 0000909518-07-000770.txt : 20070820 0000909518-07-000770.hdr.sgml : 20070820 20070820161201 ACCESSION NUMBER: 0000909518-07-000770 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070814 ITEM INFORMATION: Other Events FILED AS OF DATE: 20070820 DATE AS OF CHANGE: 20070820 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: 071068086 BUSINESS ADDRESS: STREET 1: 810 SEVENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-739-1000 MAIL ADDRESS: STREET 1: 810 SEVENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 8-K 1 mm08-2007_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): August 20, 2007 (August 14, 2007) 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.) 810 Seventh Avenue, New York, New York 10019 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (212) 739-1000 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 8.01 OTHER EVENTS. On August 14, 2007, the New York Supreme Court for New York County dismissed the shareholder derivative action in Sollins v. Alexander, et al. (No. 601272/06) (n/k/a In re Comverse Technology, Inc. Derivative Litigation), granting the motion to dismiss filed by Comverse Technology, Inc. (the "Company"). The derivative action, previously disclosed on the Form 8-K filed on May 4, 2006, was filed on April 11, 2006 as the first of several similar state court actions by shareholder-plaintiffs purporting to act on behalf of the Company alleging that certain current and former directors and officers of the Company breached their fiduciary duties to the Company with respect to its stock-option grant practices. These actions were consolidated by the court into a single action to be pursued by court-appointed lead plaintiffs. In granting the motion to dismiss the consolidated action, the court ruled that the plaintiffs failed to make the required demand upon the Board of Directors of the Company (the "Board") to commence an action on the Company's behalf. The court rejected the plaintiffs' argument that such demand would have been futile given the involvement of certain members of the Board in the stock-option grant practices at issue. The court found that, at the time the complaint was filed, the Board had taken immediate proactive steps to create a special committee of independent directors and to investigate the allegations of wrongdoing. The court further found that the plaintiffs failed to plead that a majority of the Board members were interested in the stock-option grant practices, whether by actual interest or by loss of independence. The decision may be appealed by the plaintiffs. 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 20, 2007 By: /s/ Andre Dahan ---------------------------------- Name: Andre Dahan Title: President and Chief Executive Officer 3 -----END PRIVACY-ENHANCED MESSAGE-----