0000909518-11-000150.txt : 20110408 0000909518-11-000150.hdr.sgml : 20110408 20110408163644 ACCESSION NUMBER: 0000909518-11-000150 CONFORMED SUBMISSION TYPE: NT 10-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110131 FILED AS OF DATE: 20110408 DATE AS OF CHANGE: 20110408 EFFECTIVENESS DATE: 20110408 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: NT 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-15502 FILM NUMBER: 11749958 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 NT 10-K 1 comverse04-0811_nt10k.htm FORM 12B-25 FOR FORM 10-K comverse04-0811_nt10k.htm

 

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 12b-25
 
 
SEC File Number: 0-15502
CUSIP Number: 205862402
 
 
NOTIFICATION OF LATE FILING
 
 
(Check One):
|X| Form 10-K |_| Form 20-F |_| Form 11-K |_| Form 10-Q |_| Form 10-D |_| Form N-SAR |_|
Form N-CSR
 
 
For Period Ended: January 31, 2011
 
 
|_| Transition Report on Form 10-K
|_| Transition Report on Form 20-F
|_| Transition Report on Form 11-K
|_| Transition Report on Form 10-Q
|_| Transition Report on Form N-SAR
 
 
For the Transition Period Ended:
 
 
 
 
 
 
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
 
 
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: N/A
 
 
PART I
REGISTRANT INFORMATION
 
 
Comverse Technology, Inc.
Full Name of Registrant
 

 
N/A
Former Name if Applicable
 

 
810 Seventh Avenue
Address of Principal Executive Office (Street and Number)
 

 
New York, New York 10019
City, State and Zip Code
 
 
 
 
 
 
 
PART II
RULES 12b-25(b) AND (c)
 
 
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.)
 
 
(a) The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
|_|
(b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
 
(c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
 
 
PART III
NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.  (Attach extra sheets if needed.)
 
Comverse Technology, Inc. (the “Company”) is in the process of preparing its Annual Report on Form 10-K for the fiscal year ended January 31, 2011 (the “2010 Form 10-K”).  The Company will not be able to file the 2010 Form 10-K on or before the fifteenth calendar day following the required filing date as prescribed in Rule 12b-25.  The Company currently expects to file the 2010 Form 10-K in May 2011. The delay in filing the 2010 Form 10-K is the result of material weaknesses in CTI’s internal control over financial reporting.

As previously disclosed, the Company expects to file its Quarterly Report on Form 10-Q for the first quarter of the fiscal year ending January 31, 2012 in June 2011 and such additional Quarterly Reports on Form 10-Q as may be required of it to become current in its periodic reporting obligations under the federal securities laws as soon as practicable thereafter. This timeline is subject to completion of various milestones in the Company’s financial close, reporting and disclosure processes.

This Form 12b-25 contains certain statements that constitute “forward-looking statements.”  There are numerous risks and uncertainties that could cause actual results and the timing of events to differ materially from those anticipated by the forward-looking statements in this Form 12b-25.  Specifically, this Form 12b-25 includes a

 
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forward-looking statement regarding the Company’s expectation to file its 2010 Form 10-K and other periodic reports to become current in its periodic reporting obligations as soon as practicable thereafter.  There can be no assurances that such forward-looking statements will be achieved, with risks and uncertainties arising from (among other factors) the following:
 
 
 ● the ineffectiveness of the Company’s disclosure controls and procedures resulting in its inability to file its periodic reports under the federal securities laws in a timely manner due to material weaknesses and significant deficiencies in internal control over financial reporting and the potential that the Company may be unable to effectively implement appropriate remedial measures in a timely manner; 
 ● the continuation of material weaknesses or the discovery of additional material weaknesses in the Company’s internal control over financial reporting and any delay in the implementation of remedial measures; and 
 ● the ability of the Company’s subsidiaries to provide it with their financial information in a timely manner.
 
 
 
The Company undertakes no commitment to update or revise forward-looking statements except as required by law.

 
PART IV
OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification
 
Joel E. Legon
(212)
739-1000
(Name)
(Area Code)
(Telephone Number)
 
(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
 
 
|_| Yes |X| No
 
 
The Company has not filed its Annual Report on Form 10-K for the fiscal year ended January 31, 2011 and its Quarterly Reports for the fiscal quarters ended April 30, 2006, July 31, 2006, October 31, 2006, April 30, 2007, July 31, 2007, October 31, 2007, April 30, 2008, July 31, 2008, October 31, 2008, April 30, 2009, July 31, 2009, October 31, 2009, April 30, 2010, July 31, 2010 and October 31, 2010.

 
(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
 
 
|X| Yes* |_| No
 
 
 
 
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If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
 
*
Because the Company has not completed the preparation of its consolidated financial statements for the fiscal year ended January 31, 2011, the Company is not in a position at this time to provide any reasonable estimate of any anticipated changes in results of operations for the fiscal year ended January 31, 2011 compared with the fiscal year ended January 31, 2010.
 
 
 
Comverse Technology, Inc.
---------------------------------------------------------------------
(Name of Registrant as Specified in Charter)
 
 
 
 
4
 
 
 
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
Date: April 8, 2011
 
 
COMVERSE TECHNOLOGY, INC.
  
       
 
By:
/s/ Joel E. Legon
  
   
Name: Joel E. Legon
  
   
Title: Vice President and Interim Chief
  
                       Financial Officer