-----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, IAccEla9QzaEJCV1Ls3Fw36MlDjX8HQLgqI9HWe0xniXjfrqs3oJf3l6Q1GELrtY ZUvggIrui1cbbhpC/ufNFg== 0000909518-10-000071.txt : 20100208 0000909518-10-000071.hdr.sgml : 20100208 20100208163741 ACCESSION NUMBER: 0000909518-10-000071 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20100204 ITEM INFORMATION: Other Events FILED AS OF DATE: 20100208 DATE AS OF CHANGE: 20100208 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: 10581300 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 mm02-0810_8k.htm mm02-0810_8k.htm
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):
February 4, 2010

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 February 4, 2010, Comverse Technology, Inc. (the “Company”) received a “Wells Notice” from the staff of the Securities and Exchange Commission (the “SEC”).  The Wells Notice provides notification that the staff of the SEC intends to recommend that the SEC institute a proceeding to determine whether, pursuant to Section 12(j) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the SEC should suspend or revoke the registration of each class of the Company’s securities registered pursuant to Section 12 of the Exchange Act.  Under the process established by the SEC, recipients of a Wells Notice have the opportunity to make a Wells Submission before the SEC staff makes a formal recommendation to the SEC regarding what action, if any, should be brought by the SEC.  The Company intends to provide a written submission to the SEC in response to the Wells Notice before any recommendation is made to the SEC, but there can be no assurance that the SEC will not bring an enforcement action against the Company.  If the SEC determines to proceed with the filing of claims, a proceeding would be held before an administrative law judge.  After the administrative law judge’s decision, either party may request the SEC to review the facts and, thereafter, may appeal the decision to the Federal Circuit Court.

In June 2009, the Company, in connection with its settlement with the SEC, consented to the entry of a final judgment and court order that orders it to be in compliance with its reporting obligations under the Exchange Act by February 8, 2010.  In its Current Report on Form 8-K filed on February 3, 2010, the Company disclosed, among other things, that it will not be in compliance with such obligations under the final judgment and order by such date.  In addition, it disclosed that, while it has made significant progress in the completion of its financial statements and continues to work diligently to complete an Annual Report on Form 10-K covering the fiscal years ended January 31, 2009, 2008, 2007 and 2006 (the “Comprehensive Form 10-K”) and Quarterly Reports on Form 10-Q for the first three quarters of fiscal year ended January 31, 2010 (the “2009 Form 10-Qs”), it currently expects to file the Comprehensive Form 10-K in late April 2010, the 2009 Form 10-Qs and its Annual Report on Form 10-K for the fiscal year ended January 31, 2010 by the end of June 2010 and its Quarterly Report on Form 10-Q for the first quarter of the fiscal year ending January 31, 2011 as promptly as practicable thereafter.




 
 
 

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:  February 8, 2010
By:
/s/ Shefali Shah
 
Name:
Shefali Shah
 
Title:
Acting General Counsel and Corporate Secretary

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