-----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, LEy414Avvgmv9kk05PWrZ0xkYJQNOsCCgZ0nfr0jhKKkySQ0MmOOszFaB5BjI26j iF7Yu2ZvX8luX7JRD7Y9wQ== 0000909518-09-000397.txt : 20090608 0000909518-09-000397.hdr.sgml : 20090608 20090608180723 ACCESSION NUMBER: 0000909518-09-000397 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090528 FILED AS OF DATE: 20090608 DATE AS OF CHANGE: 20090608 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Woolf Howard CENTRAL INDEX KEY: 0001465786 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-15502 FILM NUMBER: 09880583 MAIL ADDRESS: STREET 1: C/O COMVERSE TECHNOLOGY, INC. STREET 2: 810 SEVENTH AVENUE, 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 ISSUER: 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 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 3 1 woolf_form3ex.xml X0203 3 2009-05-28 0 0000803014 COMVERSE TECHNOLOGY INC/NY/ CMVT.PK 0001465786 Woolf Howard 80 CONNTONTAIL LANE SOMERSET NJ 08873 0 1 0 0 Global Head of Services Common Stock 141000 D Stock Option (right to purchase) 7.11 2012-10-01 Common Stock 25000 D Stock Option (right to purchase) 16.7 2013-12-19 Common Stock 15000 D Stock Option (right to purchase) 5.6 2013-12-19 Common Stock 45000 D Stock Option (right to purchase) 22.39 2014-12-06 Common Stock 50000 D Stock Option (right to purchase) 24.04 2015-10-14 Common Stock 50000 D Includes 39,000 shares of Comverse Common Stock held by the reporting person, of which 6,250 shares are scheduled to vest on December 16, 2009 pursuant to a restricted stock unit award granted on December 16, 2005. Also represents shares of Comverse Common Stock deliverable in settlement of outstanding awards of deferred stock units of 10,000, 40,000 and 52,000 shares granted on January 26, 2007 (the "2007 Award"), March 7, 2008 (the "2008 Award") and April 6, 2009 (the "2009 Award"), respectively. The shares deliverable in settlement of the 2007 Award vested on January 26, 2009, with delivery of such vested shares being deferred to the first date following such vesting date on which such shares are the subject of an effective registration statement on Form S-8, but in no event later than March 15, 2010. (Continuation of Footnote 1) One-third (1/3) of the shares deliverable in settlement of the 2008 Award vested on March 7, 2009, with delivery of such vested shares being deferred to the first date following such vesting date on which such shares are the subject of an effective registration statement on Form S-8, but in no event later than March 15, 2010. One-third (1/3) of the shares deliverable in settlement of the 2008 Award are scheduled to vest and be delivered on each of March 7, 2010 and March 7, 2011. (Continuation of Footnote 2) One-third (1/3) of the shares deliverable in settlement of the 2009 Award are scheduled to vest and be delivered on each of April 6, 2010, April 6, 2011 and April 6, 2012, subject to accelerated vesting under certain circumstances, provided that, if on any vesting date there is no effective registration statement on Form S-8 in respect of such shares, the delivery of the shares vested on such vesting date will be deferred to the first date following such vesting date on which such shares are the subject of an effective registration statement on Form S-8, but in no event later than March 15 of the year succeeding such vesting date. (Continuation of Footnote 3) Notwithstanding the foregoing, the vesting and delivery of 12,000 shares in settlement of the 2009 Award will be conditioned upon the achievement by Comverse, Inc. of a specified performance criterion based on pro forma operating income for fiscal year 2009. If such criterion is not achieved, the portion of the 2009 Award relating to such 12,000 shares will be forfeited. The stock option vested in full. The stock option vested with respect to 43,750 shares. The stock option is scheduled to vest with respect to 3,125 shares on each of July 14, 2009 and October 14, 2009. See Exhibit 24. The official title of the Reporting Person is Global Head of Services, Comverse, Inc. /s/ Shefali Shah, as Attorney-in-Fact for Howard Woolf 2009-06-08 EX-24 2 mm06-0809woolf_poa241.htm

Exhibit 24

POWER OF ATTORNEY

 

Know all by these presents, that the undersigned hereby makes, constitutes and appoints Sunny Holcomb, Joel Legon, Shefali Shah and Stephen M. Swad, each acting individually, as the undersigned’s true and lawful attorney-in-fact, with full power and authority as hereinafter described, to:

(1) prepare, execute, deliver and file for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of Comverse Technology, Inc. (the “Company”), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations thereunder as amended from time to time (the “Exchange Act”);

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, including any electronic filing thereof, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority;

(3) seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information on transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and

(4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the responsibility to file the Forms 3, 4 and 5 are the responsibility of the undersigned, and the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act. The undersigned further acknowledges and agrees that the attorneys-in-fact and the Company are relying on written and oral information provided by the undersigned to complete such forms and the undersigned is responsible for reviewing the completed forms prior to their filing. The attorneys-in-fact and the Company are not responsible for any errors or omissions in such filings. The attorneys-in-fact and the Company are not responsible for determining whether or not the transactions reported could be matched with any

 

 

 

other transactions for the purpose of determining liability for short-swing profits under Section 16(b).

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 5th day of June, 2009.

 

Signature:

/s/ Howard Woolf

Print Name:

Howard Woolf

 

 

STATE OF

New Jersey

)

 

 

 

 

)

COUNTY OF

Essex

)

 

On this 5th day of June, 2009, Howard Woolf personally appeared before me, and acknowledged that he executed the foregoing instrument for the purposes therein contained.

IN WITNESS WHEREOF, I have hereunto set my hand and official seal.

 

/s/ JOHN A. GIANCOLA

Notary Public

My Commission Expires:

May 27, 2012

 

 

JOHN A. GIANCOLA

NOTARY PUBLIC OF NEW JERSEY

My Commission Expires May 27, 2012

 

 

 

 

 

 

 

 

 

 

 

 

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