-----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, QD2Ns1lZ5SrdmyQPfCpmI2rvXVymPVgeXR6EUOroWe4cqsGj+TZ7MVvThzdPnmLC ModZU8M4TBt9SMILayCqAg== 0000922423-98-000443.txt : 19980608 0000922423-98-000443.hdr.sgml : 19980608 ACCESSION NUMBER: 0000922423-98-000443 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980501 EFFECTIVENESS DATE: 19980501 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMVERSE TECHNOLOGY INC/NY/ CENTRAL INDEX KEY: 0000803014 STANDARD INDUSTRIAL CLASSIFICATION: 3661 IRS NUMBER: 133238402 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-08890 FILM NUMBER: 98608847 BUSINESS ADDRESS: STREET 1: 170 CROSSWAYS PARK DR CITY: WOODBURY STATE: NY ZIP: 11797 BUSINESS PHONE: 5166777200 MAIL ADDRESS: STREET 1: 170 CROSSWAYS PARK DRIVE STREET 2: 170 CROSSWAYS PARK DRIVE CITY: WOODBURY STATE: NY ZIP: 11797 S-8 POS 1 AMENDMENT NO. 1 As filed with the Securities and Exchange Commission on May 1, 1998 Registration No. 333-44429 - - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- FORM S-8 (Post-Effective Amendment No. 1) REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ---------------------- COMVERSE TECHNOLOGY, INC. (Exact name of registrant as specified in its charter) New York 13-3238402 (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization) 170 Crossways Park Drive Woodbury, NY 11797 (Address of Principal Executive Offices) ---------------------- Boston Technology, Inc. 1989 Stock Option Plan Boston Technology, Inc. 1992 Directors' Stock Option Plan Boston Technology, Inc. 1994 Stock Incentive Plan Boston Technology, Inc. 1995 Director Stock Option Plan Boston Technology, Inc. Amended and Restated 1996 Stock Incentive Plan Nonstatutory Stock Option Agreement Comverse Technology, Inc. 1987 Stock Option Plan Comverse Technology, Inc. 1994 Stock Option Plan Comverse Technology, Inc. 1995 Stock Option Plan Comverse Technology, Inc. 1996 Stock Option Plan Comverse Technology, Inc. 1997 Stock Incentive Compensation Plan Comverse Technology, Inc. 1997 Employee Stock Purchase Plan (Full title of the plans) ---------------------- Kobi Alexander Chairman of the Board and Chief Executive Officer Comverse Technology, Inc. 170 Crossways Park Drive Woodbury, New York 11797 (516) 677-7200 (Name, address and telephone number, including area code, of agent for service) ---------------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF SECURITIES: PROMPTLY AFTER FILING OF THIS REGISTRATION STATEMENT. ----------------------
CALCULATION OF REGISTRATION FEE ===================================================================================================================== Proposed Proposed Amount to maximum maximum Title of each class of be registered(1) offering price per aggregate offering Amount of securities to be registered security(2) price(2) registration fee(3) - - --------------------------------------------------------------------------------------------------------------------- Common Stock, par value $0.10 per share.. 9,500,343 $47 5/16 $449,484,978.19 $132,598.07 =====================================================================================================================
(1) Includes 177,013 shares, 68,250 shares, 488,475 shares, 195,000 shares, 1,853,581 shares, 17,895 shares, 1,114,109 shares, 845,670 shares, 990,350 shares, 1,000,000 shares, 2,500,000 shares and 250,000 shares registered under the Boston Technology, Inc. 1989 Stock Option Plan, Boston Technology, Inc. 1992 Directors' Stock Option Plan, Boston Technology, Inc. 1994 Stock Incentive Plan, Boston Technology, Inc. 1995 Director Stock Option Plan, Boston Technology, Inc. Amended and Restated 1996 Stock Incentive Plan, Nonstatutory Stock Option Agreement, Comverse Technology, Inc. 1987 Stock Option Plan, Comverse Technology, Inc. 1994 Stock Option Plan, Comverse Technology, Inc. 1995 Stock Option Plan, Comverse Technology, Inc. 1996 Stock Option Plan, Comverse Technology, Inc. 1997 Stock Incentive Compensation Plan and Comverse Technology, Inc. 1997 Employee Stock Purchase Plan, respectively. (2) Estimated solely for purposes of calculating the registration fee required by Section 6(b) of the Securities Act of 1933, as amended (the "Securities Act"), and calculated pursuant to Rule 457(h) under the Securities Act. Pursuant to Rule 457(h)(1) under the Securities Act, the proposed maximum aggregate offering price of the Common Stock was calculated in accordance with Rule 457(c) under the Securities Act as: (a) $47 5/16, the average of the high and low prices per share of the Registrant's Common Stock on April 30, 1998, as reported in The Wall Street Journal, multiplied by (b) 9,500,343, the maximum number of shares of the Registrant's Common Stock issuable under the plans covered by this Registration Statement. (3) $57,101.30 of such registration fee was paid by the Company on January 16, 1998. - - -------------------------------------------------------------------------------- PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Information required in Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended, and the "Note" to Part I of Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference Comverse Technology, Inc., a New York corporation ("Comverse" or the "Registrant"), hereby incorporates by reference into this Registration Statement the following documents previously filed with the Securities and Exchange Commission (the "SEC") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"): (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1997; (b) All other reports and other documents filed by the Registrant pursuant to Section 13(a) or 15(d) of the Exchange Act since December 31, 1997; and (c) The description of the Registrant's Common Stock contained in its Registration Statement on Form 8-A filed with the SEC on March 17, 1987. All documents subsequently filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Item 4. Description of Securities Not applicable. Item 5. Interests of Named Experts and Counsel Counsel for the Company, William F. Sorin, 823 Park Avenue, New York, New York 10021, has rendered an opinion to the effect that the Common Stock offered hereby will, when issued in accordance with the Boston Technology, Inc. 1989 Stock Option Plan, Boston Technology, Inc. 1992 Directors' Stock Option Plan, Boston Technology, Inc. 1994 Stock Incentive Plan, Boston Technology, Inc. 1995 Director Stock Option Plan, Boston Technology, Inc. Amended and Restated 1996 Stock Incentive Plan, Nonstatutory Stock Option Agreement, Comverse Technology, Inc. 1987 Stock Option Plan, Comverse Technology, Inc. 1994 Stock Option Plan, Comverse Technology, Inc. 1995 Stock Option Plan, Comverse Technology, Inc. 1996 Stock Option Plan, Comverse Technology, Inc. 1997 Stock Incentive Compensation Plan and Comverse Technology, Inc. 1997 Employee Stock Purchase Plan be legally and validly issued, fully-paid and nonassessable. Mr. Sorin is an officer and director of the Company and the beneficial owner of 25,000 shares of Common Stock issuable upon exercise of stock options. Item 6. Indemnification of Directors and Officers The Company has included in its Certificate of Incorporation, pursuant to Section 402(b) of the Business Corporation Law of the State of New York, a provision that no director of the Company shall be personally liable to the Company or its shareholders in damages for any breach of duty as a director, provided that such provision shall not be construed to eliminate or limit the liability of any director if a judgment or other final adjudication adverse to him establishes that his acts or omissions were in bad faith or involved intentional misconduct or a knowing violation of law, that he personally gained in fact a financial profit or other advantage to which he was not legally entitled or that his acts violated Section 719 of the Business Corporation Law. The By-Laws of the Company further provide that the Company shall indemnify its directors and officers, and shall advance their expenses in the defense of any action for which indemnification is sought, to the full extent permitted by the Business Corporation Law and when authorized by resolution of the shareholders or directors of the Company or any agreement providing for such indemnification or advancement of expenses, provided that no indemnification may be made to or on behalf of any director or officer if a judgment or other final adjudication adverse to him establishes that his acts were committed in bad faith or were the result of active and deliberate dishonesty material to the cause of action so adjudicated, or that he personally gained in fact a financial profit or their advantage to which he was not legally entitled. The Company has entered into indemnity agreements with each of its directors and officers pursuant to the foregoing provisions of its By-Laws. -2- Item 7. Exemption from Registration Claimed Not applicable. Item 8. Exhibits See Index to Exhibits following the signature pages to this Registration Statement. Item 9. Undertakings (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement. provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the Registration Statement is on Form S-8 or Form S-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration -3- Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (5) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. -4- SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing this Form S-8/A and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 1st day of May, 1998. Comverse Technology, Inc. (Registrant) By:/s/ Kobi Alexander ------------------ Kobi Alexander President, Chairman of the Board and Chief Executive Officer -5- EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION 4.1(1) Excerpts from certificate of incorporation, as amended. 4.2(2) Excerpts from by-laws, as amended. 4.3(3) Specimen stock certificate. 4.4(3) Indenture dated as of November 30, 1993 from Comverse Technology, Inc. to The Chase Manhattan Bank, N.A., Trustee. 4.5(3) Specimen 5-1/4% Convertible Subordinated Debenture due 2003. 4.6(4) Indenture dated as of October 4, 1996 from Comverse Technology, Inc. to The Chase Manhattan Bank, N.A., Trustee. 4.7(5) Specimen 5-3/4% Convertible Subordinated Debenture due 2005. 4.8(6) Boston Technology, Inc. 1989 Stock Option Plan. 4.9(6) Boston Technology, Inc. 1992 Directors' Stock Option Plan. 4.10(6) Boston Technology, Inc. 1994 Stock Incentive Plan. 4.11(6) Boston Technology, Inc. 1995 Director Stock Option Plan. 4.12(6) Boston Technology, Inc. Amended and Restated 1996 Stock Incentive Plan. 4.13(6) Comverse Technology, Inc. 1997 Stock Incentive Compensation Plan. 4.14(6) Comverse Technology, Inc. 1997 Employee Stock Purchase Plan. 4.15(9) Nonstatutory Stock Option Agreement 4.16(8) Comverse Technology, Inc. 1987 Stock Option Plan 4.17(1) Comverse Technology, Inc. 1994 Stock Option Plan 4.18(7) Comverse Technology, Inc. 1995 Stock Option Plan 4.19(4) Comverse Technology, Inc. 1996 Stock Option Plan 5.1(9) Opinion of William F. Sorin, Esq. 23.1(9) Consent of William F. Sorin, Esq. (included in Exhibit 5.1). 23.2(9) Consent of Deloitte & Touche L.L.P. 24.1 Power of Attorney (included on the signature page of the Registration Statement that is amended hereby, filed on January 16, 1998) (See footnotes on following page) -6- - - ---------------------------- (1) Incorporated by reference to Exhibits filed with Annual Report on Form 10-K under the Securities Exchange Act of 1934 for the year ended December 31, 1994. (2) Incorporated by reference to Exhibits filed with Annual Report on Form 10-K under the Securities Exchange Act of 1934 for the year ended December 31, 1992. (3) Incorporated by reference to Exhibits filed with Annual Report on Form 10-K under the Securities Exchange Act of 1934 for the year ended December 31, 1993. (4) Incorporated by reference to Exhibits filed with Annual Report on Form 10-K under the Securities Exchange Act of 1934 for the year ended December 31, 1996. (5) Included in Exhibit 4.6. (6) Incorporated by reference to Exhibits filed with this Registration Statement on Form S-8 under the Securities Act of 1933, as filed with the Securities and Exchange Commission on January 16, 1998. (7) Incorporated by reference to Exhibits filed with Annual Report on Form 10-K under the Securities Exchange Act of 1934 for the year ended December 31, 1995. (8) Incorporated by reference to Exhibits filed with Annual Report on Form 10-K under the Securities Exchange Act of 1934 for the year ended December 31, 1987. (9) Filed herewith. -7- EX-4.15 2 NON-STATUTORY STOCK OPTION AGREEMENT EXHIBIT 4.15 BOSTON TECHNOLOGY, INC. NON-STATUTORY STOCK OPTION AGREEMENT 1. Grant of Option. Boston Technology, Inc., a Delaware corporation (the "Company"), hereby grants to Francis Girard(the "Optionee") an option, pursuant to the Company's 1996 Stock Incentive Plan (the "Plan"), to purchase an aggregate of 17,919 shares of Common Stock ("Common Stock") of the Company at a price of $37.51 per share, purchasable as set forth in and subject to the terms and conditions of this option and the Plan. Except where the context otherwise requires, the term "Company" shall include the parent and all present and future subsidiaries of the Company as defined in Sections 424(e) and 424(f) of the Internal Revenue Code of 1986, as amended or replaced from time to time (the "Code"). 2. Non-Statutory Stock Option. This option is not intended to qualify as an incentive stock option within the meaning of Section 422 of the Code. 3. Exercise of Option and Provisions for Termination. (a) Vesting Schedule. Except as otherwise provided in this Agreement, this option may be exercised prior to the tenth anniversary of the date of grant (hereinafter the "Expiration Date") in installments of not more than the number of shares set forth in the table below during the respective installment periods set forth in the table below. Date of Grant: December 23, 1996 Total No. of Exercise Period Shares Exercisable --------------- ------------------ Dec. 23, 2000 17,919 The right of exercise shall be cumulative so that if the option is not exercised to the maximum extent permissible during any exercise period, it shall be exercisable, in whole or in part, with respect to all shares not so purchased at any time prior to the Expiration Date or the earlier termination of this option. This option may not be exercised at any time on or after the Expiration Date, except as otherwise provided in Section 3(e) below. (b) Exercise Procedure. Subject to the conditions set forth in this Agreement, this option shall be exercised by the Optionee's delivery of written 1 notice of exercise to the Treasurer of the Company, specifying the number of shares to be purchased and the purchase price to be paid therefor and accompanied by payment in full in accordance with Section 4. Such exercise shall be effective upon receipt by the Treasurer of the Company of such written notice together with the required payment. The Optionee may purchase less than the number of shares covered hereby, provided that no partial exercise of this option may be for any fractional share or for fewer than ten whole shares. (c) Continuous Relationship with the Company Required. Except as otherwise provided in this Section 3, this option may not be exercised unless the Optionee, at the time he or she exercises this option, is, and has been at all times since the date of grant of this option, an employee, officer or director of, or consultant or advisor to, the Company (an "Eligible Optionee"). (d) Termination of Relationship with the Company. If the Optionee ceases to be an Eligible Optionee for any reason, then, except as provided in paragraphs (e) and (f) below, the right to exercise this option shall terminate three months after such cessation (but in no event after the Expiration Date), provided that this option shall be exercisable only to the extent that the Optionee was entitled to exercise this option on the date of such cessation. Notwithstanding the foregoing, if the Optionee, prior to the Expiration Date, materially violates the non-competition or confidentiality provisions of any employment contract, confidentiality and nondisclosure agreement or other agreement between the Optionee and the Company, the right to exercise this option shall terminate immediately upon written notice to the Optionee from the Company describing such violation. (e) Exercise Period Upon Death or Disability. If the Optionee dies or becomes disabled (within the meaning of Section 22(e)(3) of the Code) prior to the Expiration Date while he or she is an Eligible Optionee, or if the Optionee dies within three months after the Optionee ceases to be an Eligible Optionee (other than as the result of a termination of such relationship by the Company for "cause" as specified in paragraph (f) below), this option shall be exercisable, within the period of one year following the date of death or disability of the Optionee (whether or not such exercise occurs before the Expiration Date), by the Optionee or by the person to whom this option is transferred by will or the laws of descent and distribution, provided that this option shall be exercisable only to the extent that this option was exercisable by the Optionee on the date of his or her death or disability. Except as 2 otherwise indicated by the context, the term "Optionee", as used in this option, shall be deemed to include the estate of the Optionee or any person who acquires the right to exercise this option by bequest or inheritance or otherwise by reason of the death of the Optionee. (f) Discharge for Cause. If the Optionee, prior to the Expiration Date, is discharged by the Company for "cause" (as defined below), the right to exercise this option shall terminate immediately upon such cessation of employment. "Cause" shall mean willful misconduct by the Optionee or willful failure to perform his or her responsibilities in the best interests of the Company (including, without limitation, breach by the Optionee of any provision of any employment, consulting, advisory, nondisclosure, non-competition or other similar agreement between the Optionee and the Company), as determined by the Company, which determination shall be conclusive. The Optionee shall be considered to have been discharged "for cause" if the Company determines, within 30 days after the Optionee's resignation, that discharge for cause was warranted. 4. Payment of Purchase Price. (a) Method of Payment. Payment of the purchase price for shares purchased upon exercise of this option shall be made (i) by delivery to the Company of cash or a check to the order of the Company in an amount equal to the purchase price of such shares, (ii) subject to the consent of the Company, by delivery to the Company of shares of Common Stock of the Company then owned by the Optionee having a fair market value equal in amount to the purchase price of such shares, (iii) by any other means which the Board of Directors determines are consistent with the purpose of the Plan and with applicable laws and regulations (including, without limitation, the provisions of Rule 16b-3 under the Securities Exchange Act of 1934 and Regulation T promulgated by the Federal Reserve Board), or (iv) by any combination of such methods of payment. (b) Valuation of Shares or Other Non-Cash Consideration Tendered in Payment of Purchase Price. For the purposes hereof, the fair market value of any share of the Company's Common Stock or other non-cash consideration which may be delivered to the Company in exercise of this option shall be determined in good faith by the Board of Directors. (c) Delivery of Shares Tendered in Payment of Purchase Price. If the Optionee exercises this option by delivery of shares of Common Stock of the Company, the certificate or certificates representing the shares of Common Stock of the Company to be delivered shall be duly executed in blank by the Optionee 3 or shall be accompanied by a stock power duly executed in blank suitable for purposes of transferring such shares to the Company. Fractional shares of Common Stock of the Company will not be accepted in payment of the purchase price of shares acquired upon exercise of this option. (d) Restrictions on Use of Option Stock. Notwithstanding the foregoing, no shares of Common Stock of the Company may be tendered in payment of the purchase price of shares purchased upon exercise of this option if the shares to be so tendered were acquired within twelve (12) months before the date of such tender, through the exercise of an option granted under the Plan or any other stock option or restricted stock plan of the Company. 5. Delivery of Shares; Compliance With Securities Laws, Etc. (a) General. The Company shall, upon payment of the option price for the number of shares purchased and paid for, make prompt delivery of such shares to the Optionee, provided that if any law or regulation requires the Company to take any action with respect to such shares before the issuance thereof, then the date of delivery of such shares shall be extended for the period necessary to complete such action. (b) Listing, Qualification, Etc. This option shall be subject to the requirement that if, at any time, counsel to the Company shall determine that the listing, registration or qualification of the shares subject hereto upon any securities exchange or under any state or federal law, or the consent or approval of any governmental or regulatory body, or that the disclosure of non-public information or the satisfaction of any other condition is necessary as a condition of, or in connection with, the issuance or purchase of shares hereunder, this option may not be exercised, in whole or in part, unless such listing, registration, qualification, consent or approval, disclosure or satisfaction of such other condition shall have been effected or obtained on terms acceptable to the Board of Directors. Nothing herein shall be deemed to require the Company to apply for, effect or obtain such listing, registration, qualification or disclosure, or to satisfy such other condition. 6. Nontransferability of Option. This option is personal and no rights granted hereunder may be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) nor shall any such rights be subject to execution, attachment or similar process, except that this option may be transferred (i) by will or the laws of descent and distribution or (ii) pursuant to a qualified domestic relations order as defined in Section 414(p) of the Code. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise 4 dispose of this option or of such rights contrary to the provisions hereof, or upon the levy of any attachment or similar process upon this option or such rights, this option and such rights shall, at the election of the Company, become null and void. 7. No Special Employment or Similar Rights. Nothing contained in the Plan or this option shall be construed or deemed by any person under any circumstances to bind the Company to continue the employment or other relationship of the Optionee with the Company for the period within which this option may be exercised. 8. Rights as a Shareholder. The Optionee shall have no rights as a shareholder with respect to any shares which may be purchased by exercise of this option (including, without limitation, any rights to receive dividends or non-cash distributions with respect to such shares) unless and until a certificate representing such shares is duly issued and delivered to the Optionee. No adjustment shall be made for dividends or other rights for which the record date is prior to the date such stock certificate is issued. 9. Adjustment Provisions. (a) General. In the event that the Board of Directors, in its sole discretion, determines that any stock dividend, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination or other similar transaction affects the Common Stock such that an adjustment is required in order to preserve the benefits or potential benefits intended to be made available under the Plan, the Optionee shall, with respect to this option or any unexercised portion hereof, be entitled to the rights and benefits, and be subject to the limitations, set forth in Section 5(b) of the Plan. (b) Board Authority to Make Adjustments. Any adjustments under this Section 9 will be made by the Board of Directors, whose determination as to what adjustments, if any, will be made and the extent thereof will be final, binding and conclusive. No fractional shares will be issued pursuant to this option on account of any such adjustments. 10. Mergers, Consolidation, Distributions, Liquidations Etc. In the event of a consolidation, merger or other reorganization in which all of the outstanding shares of Common Stock are exchanged for securities, cash or other property of any other corporation or business entity, or in the event of a 5 liquidation of the Company, prior to the Expiration Date or termination of this option, the Optionee shall, with respect to this option or any unexercised portion hereof, be entitled to the rights and benefits, and be subject to the limitations, set forth in Section 10(f) of the Plan. 11. Withholding Taxes. The Company's obligation to deliver shares upon the exercise of this option shall be subject to the Optionee's satisfaction of all applicable federal, state and local income and employment tax withholding requirements. 12. Miscellaneous. (a) Except as provided herein, this option may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Optionee. (b) All notices under this option shall be mailed or delivered by hand to the parties at their respective addresses set forth beneath their names below or at such other address as may be designated in writing by either of the parties to one another. (c) This option shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts. Date of Grant: Dec. 23, 1996 BOSTON TECHNOLOGY, INC. By:__________________________ Title: Senior Vice President OPTIONEE'S ACCEPTANCE The undersigned hereby accepts the foregoing option and agrees to the terms and conditions thereof. The undersigned hereby acknowledges receipt of a copy of the Company's 1996 Stock Incentive Plan. OPTIONEE ____________________________ Francis Girard ADDRESS:_____________________ _____________________ EX-5.1 3 OPINION OF COUNSEL EXHIBIT 5.1 William F. Sorin 823 Park Avenue New York, NY 10021 April 14, 1998 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549-1004 Re: Comverse Technology, Inc. Gentlemen: I have acted as legal counsel to Comverse Technology, Inc., a New York corporation (the "Company"), in connection with the registration, pursuant to a Registration Statement on Form S-8/A (Amendment No. 1) (the "Registration Statement") under the Securities Act of 1933, as amended, of an aggregate of 9,500,343 shares of Common Stock of the Company, par value $0.10 per share ("Common Stock"), issuable upon the exercise of options ("Options") which have been or may be granted under the 1989 Stock Option Plan, 1992 Directors' Stock Option Plan, 1994 Stock Incentive Plan, 1995 Director Stock Option Plan, Amended and Restated 1996 Stock Incentive Plan and the Nonstatutory Stock Option Agreement of Boston Technology, Inc. and the 1987 Stock Option Plan, 1994 Stock Option Plan, 1995 Stock Option Plan, 1996 Stock Option Plan, 1997 Stock Incentive Compensation Plan and 1997 Employee Stock Purchase Plan of the Company (collectively, the "Plans"). I have examined originals, or copies certified to my satisfaction, of the Certificate of Incorporation and By-Laws of the Company, the minutes and other records of the proceedings of the Board of Directors and of the Stockholders of the Company, the Plans and such other documents, corporate and public records, agreements, and certificates of officers of the Company and of public and other officials, and I have considered such questions of law, as I have deemed necessary as a basis for the opinions hereinafter expressed. In such examination I have assumed the genuineness of all signatures and the authenticity of all documents submitted to me as originals and the conformity to original documents of all documents submitted to me as certified or photostatic copies. Based on and subject to the foregoing, I hereby advise you that, in my opinion, the issuance of shares of Common Stock, upon exercise of the Options in accordance with the provisions and subject to the conditions set forth in the Plans and in the agreements executed thereunder governing the issuance and exercise of the Options, has been duly authorized and, when the consideration for such shares has been received by the Company and such shares have been issued in accordance with and subject to such terms and conditions, such shares of Common Stock will be legally issued, fully paid and nonassessable. I hereby consent to the filing of this opinion with the Securities and Exchange Commission in connection with the Registration Statement. Very truly yours, /s/ William F. Sorin - - -------------------- William F. Sorin -2- EX-23.2 4 INDEPENDENT AUDITORS' CONSENT EXHIBIT 23.2 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Comverse Technology, Inc. on Form S-8 of our report dated February 12, 1998 appearing in the Annual Report on Form 10-K of Comverse Technology, Inc. for the year ended December 31, 1997 and our report dated March 31, 1998, appearing in the Transition Report on Form 10-K of Comverse Technology, Inc. for the period ended January 31, 1998. /s/ Deloitte & Touche LLP - - --------------------------- Deloitte & Touche LLP New York, New York April 24, 1998 -----END PRIVACY-ENHANCED MESSAGE-----