8-K

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 6, 2011

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 January 6, 2011, Verint Systems Inc. (“Verint”) announced a proposed secondary public offering of its shares of common stock by Comverse Technology, Inc. (the “Company”), as the selling stockholder. The full text of the press release issued in connection with the announcement is filed as Exhibit 99.1 to this Current Report on Form 8-K.

The offering is made by the Company as part of its previously disclosed initiatives to improve its cash position. As described in the amendment to the Company’s Schedule 13D with respect to its beneficial ownership of such stock as filed on July 19, 2010, the Company intends to continue to retain a majority interest in Verint following the completion of the offering.

Item 9.01.                      Financial Statements and Exhibits

     (d) Exhibits

        99.1 Press release issued by Verint on January 6, 2011.

Forward-Looking Statements

This Current Report on Form 8-K contains certain statements that constitute “forward-looking statements.”  In some cases, forward-looking statements can be identified by the use of terminology such as “may,” “expects,” “plans,” “anticipates,” “estimates,” “believes,” “potential,” “projects,” “forecasts,” “intends,” or the negative thereof or other comparable terminology.  The Company undertakes no commitment to update or revise forward-looking statements except as required by law.

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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 6, 2011	By:	/s/ Shefali A. Shah
	Name:		Shefali A. Shah
	Title:		Senior Vice President, General Counsel and Corporate Secretary

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Exhibits

        99.1 Press release issued by Verint on January 6, 2011.

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EX-99.1

EXHIBIT 99.1

Contacts:

Investor Relations

Alan Roden

Verint Systems Inc.

(631) 962-9304

alan.roden@verint.com

FOR IMMEDIATE RELEASE

VERINT SYSTEMS INC. ANNOUNCES

OFFERING OF COMMON STOCK BY SELLING STOCKHOLDER

Melville, NY, January 6, 2011 – Verint® Systems Inc. (NASDAQ: VRNT) (the “Company”), a global leader in Actionable Intelligence® solutions and value-added services, announced today that Comverse Technology, Inc. (“Comverse”), the Company’s majority stockholder, commenced an offering of 2,000,000shares of the Company’s common stock held by Comverse.  In connection with the proposed offering, Comverse will grant to the underwriters an over-allotment option to purchase up to 300,000 additional shares.  The Company will not receive any of th e proceeds from the offering.

Credit Suisse Securities (USA) LLC (“Credit Suisse”) is sole bookrunner for the offering, with Barclays Capital Inc. and Morgan Stanley & Co. Incorporated as joint lead managers and RBC Capital Markets, LLC and Oppenheimer & Co. Inc. as co-managers.

The preliminary prospectus for the offering has been filed with the Securities and Exchange Commission (“SEC”) and is available on the SEC’s website, www.sec.gov.  Alternatively, copies of the prospectus can be obtained from Credit Suisse at One Madison Avenue, New York, NY 10010, Attention: Prospectus Department, or by calling Credit Suisse at 1 (800) 221-1037.

A registration statement relating to these securities has been filed with the SEC but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective.  This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

About Verint Systems Inc.

Verint® Systems Inc. is a global leader in Actionable Intelligence® solutions and value-added services. Our solutions enable organizations of all sizes to make timely and effective decisions to improve enterprise performance and make the world a safer place. More than 10,000 organizations in over 150 countries – including over 80% of the Fortune 100 – use Verint Actionable Intelligence solutions to capture, distill, and analyze complex and underused information sources, such as voice, video, and unstructured text. Headquartered in Melville, New York, we support our customers around the globe directly and with an extensive network of selling and support partners. Visit us at our website www.verint.com.

Cautions About Forward-Looking Statements

This press release contains “forward-looking statements,” including statements regarding expectations, predictions, views, opportunities, plans, strategies, beliefs, and statements of similar effect relating to Verint Systems Inc. These forward-looking statements are not guarantees of future performance and they are based on management’s expectations that involve a number of risks and uncertainties which could cause actual results to differ materially from those expressed in or implied by the forward-looking statements. Important risks, uncertainties, and other factors could cause actual results to differ materially from our forward-looking statements. The forward-looking statements contained in this press release are made as of the date of this press release and, except as required by law, Verint assumes no obligation to updat e or revise them or to provide reasons why actual results may differ.

VERINT, the VERINT logo, ACTIONABLE INTELLIGENCE, POWERING ACTIONABLE INTELLIGENCE, INTELLIGENCE IN ACTION, ACTIONABLE INTELLIGENCE FOR A SMARTER WORKFORCE, VERINT VERIFIED, WITNESS ACTIONABLE SOLUTIONS, STAR-GATE, RELIANT, VANTAGE, X-TRACT, NEXTIVA, EDGEVR, ULTRA, AUDIOLOG, WITNESS, the WITNESS logo, IMPACT 360, the IMPACT 360 logo, IMPROVE EVERYTHING, EQUALITY, CONTACTSTORE, EYRETEL, BLUE PUMPKIN SOFTWARE, BLUE PUMPKIN, the BLUE PUMPKIN logo, EXAMETRIC and the EXAMETRIC logo, CLICK2STAFF, STAFFSMART, AMAE SOFTWARE and the AMAE logo are trademarks and registered trademarks of Verint Systems Inc. Other trademarks mentioned are the property of their respective owners.

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