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): March 16, 2009

COMVERSE TECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)

New York		13-3238402
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

810 Seventh Avenue
New York, New York

(Address of principal executive offices)

10019

(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 2.02 Results of Operations and Financial Condition.

Comverse Technology, Inc. (the “Company”) is presently in the process of restating its previously issued financial statements.

At January 31, 2009, the end of the Company’s fiscal year, the Company had consolidated cash, cash equivalents, short-term investments, and bank time deposits of approximately $1.3 billion. This figure does not include auction rate securities (ARS) totaling $0.2 billion in original face value, currently valued at $0.1 billion. During the fiscal year and six months ended January 31, 2009, the Company incurred expenses of approximately $70 million and $34 million, respectively, in connection with investigations by a Special Committee of the Company’s Board of Directors relating to certain accounting matters and activities relating to the restatement of the Company’s historical financial statements.

At January 31, 2009, the Company had consolidated debt of approximately $1.0 billion, consisting of approximately $420 million in aggregate principal amount outstanding of the Company’s convertible debt securities due May 15, 2023 and long-term debt of the Company’s subsidiary, Verint Systems Inc. (“Verint”), consisting of $610 million in aggregate principal amount outstanding under a seven-year term loan facility that matures on May 25, 2014 and $15 million in six-year outstanding revolving bank debt that matures on May 25, 2013.

The holders of approximately $417 million in aggregate principal amount the Company’s convertible debt securities have the right to require the Company to repurchase any or all of such securities at a purchase price equal to the principal amount thereof on May 15, 2009. In addition, the holders of all of the Company’s convertible debt securities have the right to require the Company to repurchase any or all of such securities at a purchase price equal to the principal amount thereof on each of May 15, 2013 and May 15, 2018.

The Company owns approximately 57% of the outstanding common stock of Verint, holds $293 million of Verint convertible preferred stock, and owns approximately 68% of the outstanding common stock of Ulticom, Inc.

The Company continues to focus on its accounting restatement, operational performance and strategic actions with the overriding objective of maximizing shareholder value. As a result of the restatement process, the information presented herein is preliminary, unaudited and subject to adjustments, which may be material.

In accordance with General Instruction B.2., the foregoing information is furnished pursuant to Item 2.02 and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information disclosed under Item 2.02 of this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by a specific reference in such filing.

Item 7.01 Regulation FD Disclosure.

Internal Investigation: The Audit Committee of the Board of Directors of the Company is conducting an internal investigation of certain payments made from 2001 through 2007 by individuals in foreign jurisdictions in connection with the sale of certain products. The payments were made in contravention of the Company’s stated policies, and certain of the payments may have been made in violation of the laws of the United States and other countries. The Audit Committee believes that the conduct at issue does not involve current executive officers of the Company. In addition, a review is being undertaken of the Company’s existing and prior arrangements with consultants and agents with a view toward determining whether such arrangements are consistent with Company policies and applicable laws.

The Company has voluntarily contacted the Securities Exchange Commission (the “SEC”) and United States Department of Justice (the “DOJ”) to advise both agencies that an internal investigation is underway. The Company will provide additional information to the SEC and the DOJ, and will cooperate fully with any review or investigation of these matters by such agencies.

The Company believes that the aggregate amount of the payments in question are, from a financial standpoint, immaterial to the Company.

Letter to Employees:On March 16, 2009, the President and Chief Executive Officer of Comverse Technology, Inc. (the “Company”) issued a letter to employees of the Company and its subsidiary, Comverse, Inc. A copy of the letter is attached hereto as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

In accordance with General Instruction B.2., the foregoing information is furnished pursuant to Item 7.01 and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information disclosed under Item 7.01 of this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by a specific reference in such filing.

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 any forward-looking statements will be achieved. Important factors that could affect the statements contained herein include: the results of the Audit Committee’s investigation of certain potentially unlawful payments made in connection with sales of products; the results of the investigation of the Special Committee of the Board of Directors concluded on January 28, 2008, of matters relating to the Company’s stock option grant practices and other accounting matters; 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 investigations or as result of the Company’s evaluation of the application of Generally Accepted Accounting Principles in connection with the recognition of revenue; the Company’s inability to file reports with the Securities and Exchange Commission; risks of litigation (including the pending securities class action and derivative lawsuits and any potential civil injunctive action by the Securities and Exchange Commission) and of governmental investigations or proceedings arising out of or related to the Company’s investigation of potentially unlawful payments, 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. 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 March 16, 2009

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: March 16, 2009	By:	/s/ Andre Dahan
	Name:	Andre Dahan
	Title:	President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.

Description

99.1

Letter to Employees dated March 16, 2009

EXHIBIT 99.1

March 16, 2009

Dear Colleagues:

As we reach the mid-point of our fiscal 2009 first quarter, I’d like to give you a current readout of some of our accomplishments, challenges, opportunities, and activities.

2008 was significant in achieving critical Comverse milestones in multiple areas, including organizational transformation, alignment to our customers, and developing more focus and understanding of our cost structure.

In addition, during 2008 we secured some significant wins and strengthened our relationships with long-time customers. Over the past several months, we announced numerous new engagements with customers including Bharti Airtel, CAT Telecom, MTS Ukraine, SingTel and Tele2, and in addition we recently signed new agreements with MegaFon, P4, UCell and Vodafone Ireland, among others. Comverse’s competitive position is very strong. Our value proposition is well suited to the increasing demands of our customers’ requirements and our innovation engine and product portfolio remains best-in-class.

Our organizational transformation was launched this past summer. We now have in place a global, functional structure which better serves our customers with best-in-class products and highly responsive services. While it takes a bit of time to fully realize the benefits of the change, the foundation and framework is in place for us to increase our operational efficiency and effectiveness. Comverse is more customer-focused, more agile, and more adaptable to quickly anticipate the changing and evolving needs of the telecom marketplace.

In the second half of fiscal 2008, we were able to meet some of our key internal measures, despite the headwinds of an increasingly difficult global economic environment. As you may know, this morning we presented unaudited consolidated cash and debt information in an 8-K filing with the Securities and Exchange Commission, with respect to our financial position at the end of fiscal 2008. Meanwhile, we continue to work diligently to complete our accounting restatements and regain our filing compliance, and I expect to update you when we have greater visibility into the likely timetable.

* * *

As we experience the most difficult economic climate the world has seen in many decades, it is now clear that 2009 will be a challenging year for virtually all industries and regions. In our market, our customers have started to react accordingly by being more cautious with their spending. As a provider to wireless and other telecom segments facing a spending decline this year, we expect to see a decline in our business activity this year as well.

The senior leadership team and I have developed a comprehensive plan with contingencies to guide us through this period of economic instability. We will fulfill our key commitments to our stakeholders; customers, employees and shareholders. We will continue to develop, deploy and deliver best-in-class products and services, while preserving our ability to generate cash. We will continue to provide challenging assignments and career growth opportunities. Our plan will support us in emerging from this difficult period in a strong competitive position.

In this context, we have decided to take a number of steps to reduce our costs. We are reducing our workforce by approximately 8%. Additionally, we are implementing a series of savings actions around the world aimed at decreasing, at least temporarily, our discretionary spending. I believe we are acting responsibly given the current environment, and I am counting on each one of you to help us navigate through the execution of this plan. We are a market leader, and down-cycles create great opportunities for market leaders like Comverse to become even stronger.

* * *

As some of you may know, as a result of information that was brought to our attention we have been conducting an internal investigation regarding a violation relating to improper payments made from 2001 through 2007 in a particular region. Since it touched the domain of consultants and agents, the investigation includes a review of these relationships to determine whether this was an isolated problem. We are strengthening our policies and procedures to prevent any future recurrence. If you are asked to participate, I am counting on you to give your full cooperation so we can complete the necessary work as quickly and efficiently as possible. At Comverse we will continue to practice the highest ethical standards. Please review our Code of Business Conduct and Ethics, and I urge you to utilize the other resources available on our corporate intranet site and through our compliance team.

Despite the challenge of the economic downturn, we have many reasons to be encouraged about our long-term prospects. Comverse is fortunate to have a team of talented people with a winning spirit, a strong market share, healthy customers, an industry leading product portfolio, and a good financial position.

Our market leadership was built through innovative, high value products that serve more than 500 customers, including the majority of the world’s largest wireless network operators, with more than one billion subscribers in over 130 countries using one or more services powered by Comverse. Our core Comverse ONE Billing and Active Customer Management solutions and Comverse HUB Value-Added Services products, along with our powerful innovation engine, help make networks smarter by generating network usage and revenue, enabling the monetization of services, and reducing operating network costs.

Now more than ever, we must double our efforts to ensure our customers’ success. Let’s stay focused on serving our customers and on working together toward successful business execution, and emerging as a stronger company.

Thank you again for your ongoing effort and commitment.

Best Regards,

Andre Dahan