-----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, BWzo/Iqpq2leNFWvPG6LnjEe1su1i0VLqnDVLrHHAfI0/HoW6E6fcgCbQmhZujG8 m6P6FBhGd0ctp3mBhkCbLA== 0000909518-08-000037.txt : 20080114 0000909518-08-000037.hdr.sgml : 20080114 20080114075330 ACCESSION NUMBER: 0000909518-08-000037 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080114 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080114 DATE AS OF CHANGE: 20080114 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: 08527512 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 mm01-1408_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): January 14, 2008 COMVERSE TECHNOLOGY, INC. (Exact name of registrant as specified in its charter) NEW YORK 13-3238402 (State or other jurisdiction of (I.R.S. Employer Identification incorporation or organization) 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 7.01 REGULATION FD DISCLOSURE. On January 14, 2008, the President and Chief Executive Officer of Comverse Technology, Inc. (the "Company") issued a letter to employees. A copy of the letter is attached hereto as Exhibit 99.1 to this Current Report and is incorporated herein by reference. This Current Report contains "forward-looking statements" under the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. There can be no assurances that any forward-looking statements will be achieved, and actual results could differ materially from forecasts and estimates. Important factors that could affect the Company include: the results of the investigation of the Special Committee, appointed by the Board of Directors on March 14, 2006, of matters relating to the Company's stock option grant practices and other accounting matters, including errors in revenue recognition, errors in the recording of deferred tax accounts, expense misclassification, the possible misuse of accounting reserves and the understatement of backlog; 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 investigation or as result of the Company's VSOE evaluation; the Company's inability to file reports with the Securities and Exchange Commission; the effects of the delisting of the Company's Common Stock from NASDAQ and the quotation of the Company's Common Stock in the "Pink Sheets," including any adverse effects relating to the trading of the stock due to, among other things, the absence of market makers; risks relating to the Company's ability to relist its Common Stock on NASDAQ; risks relating to alleged defaults under the Company's ZYPS indentures, including acceleration of repayment; risks of litigation (including the pending securities class action and derivative lawsuits) and of governmental investigations or proceedings arising out of or related to the Company's stock option practices or any other accounting irregularities or any restatement of the financial statements of the Company, including the direct and indirect costs of such investigations and restatement; risks related to Verint Systems Inc's. merger with Witness Systems, Inc., including risks associated with integrating the businesses and employees of Witness; risks associated with integrating the businesses and employees of the Global Software Services division acquired from CSG Systems International, Netcentrex S.A. and Netonomy, Inc.; 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; the risk of declines in information technology spending; risks associated with the Company's ability to retain existing personnel and recruit 2 and retain qualified personnel; and other risks described in filings with the Securities and Exchange Commission. The Company undertakes no commitment to update or revise forward-looking statements except as required by law. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (d) EXHIBITS: Exhibit No. Description ----------- ----------- 99.1 Letter to Employees dated January 14, 2008. 3 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: January 14, 2008 By: /s/ Cynthia Shereda --------------------------------- Name: Cynthia Shereda Title: Executive Vice President and General Counsel 4 EXHIBIT INDEX Exhibit No. Description ----------- ----------- 99.1 Letter to Employees dated January 14, 2008. 5 EX-99 2 mm01-1408_8ke991.txt EXHIBIT 99.1 ------------ Dear Colleagues, As we enter 2008, I'd like to extend my warm wishes to you, and provide you with a brief update on our activities. I am very pleased with our progress toward achieving our objectives, as we continue to strengthen our business in the context of the Framework for Profitable Growth. As we continue to see improvement in the business strength of the company, I would like to ensure that we stay focused in the next two weeks on what looks like a strong finish to fiscal 2007, and ready ourselves to make 2008 an even better year. Let's leverage the business momentum we have to assure that our current market leadership, along with our best-in-class products and people -- all aligned to make our customers successful -- leads to world class business performance. We are currently implementing a number of actions to ensure that this promise is fulfilled. As you may know, last week the senior leadership team conducted a week-long strategic and operational review of our entire business. Driven by all the facts reflected in our business, the feedback you provided through the employee survey, as well as my interactions with a large number of customers and employees, we have made some clear decisions that will result in the reshaping of Comverse in the way we face our customers, and build and service our products. With a strong focus on high quality of products, high quality of service, and our customers' success, we have come to several conclusions, that will present a single, unified face to our customers, with a more consistent and cohesive message, and a more responsive and efficient product delivery and service process. To achieve this result, we will be building: o product groups focused on developing high quality products around our core competencies and emerging innovations that, through a more market-driven organization, will be aligned with our customers' needs; o improved delivery and service capability focused on customer satisfaction and profitability; o a fully-empowered sales organization, responsible for sales and customer relationship management. This new alignment we will be implementing should yield powerful results in the future, as we leverage our leadership in messaging, content and billing, and develop emerging opportunities such as converged IP communications, as well as future areas of investment. We will be developing the details around the new alignment in the coming weeks. Some of you will be called upon to participate as we develop, refine and implement our operational, organizational, and strategic plans, and I am committed to communicate with you on an ongoing basis, as more details are available, and as progress milestones are achieved. Each one of you has a role in our success, and I ask you to continue and focus on our operational performance, and rally behind the new Comverse we are building. I am optimistic about the future of Comverse, and I believe 2008 will be a breakthrough year for the company, and serve as the foundation for the new Comverse. We enter the new year in a positive position, and we are building a plan that should result in continued improvement in 2008. In addition, we are working diligently to complete the accounting work necessary to once again become current in our financial filings, and re-list our shares on a major exchange. I am confident that 2008 will be the year in which we emerge with tangible evidence of our significant operational improvement, and refocus attention on the quality, position and value of this outstanding company. I know you will stay focused on the operational activities of the day, contribute to a strong finish to Q4, and carry that positive momentum into 2008. I want to again thank you for your ongoing effort and commitment, and wish everyone a successful quarter and a joyful and prosperous New Year. Best regards, /s/ Andre Dahan Andre Dahan 2 -----END PRIVACY-ENHANCED MESSAGE-----