0001140361-11-014737.txt : 20110307 0001140361-11-014737.hdr.sgml : 20110307 20110307161902 ACCESSION NUMBER: 0001140361-11-014737 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110303 FILED AS OF DATE: 20110307 DATE AS OF CHANGE: 20110307 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Chmilewsky Lionel CENTRAL INDEX KEY: 0001423109 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-15502 FILM NUMBER: 11668942 MAIL ADDRESS: STREET 1: 2115 O'NEL DRIVE CITY: SAN JOSE STATE: CA ZIP: 95131 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 doc1.xml FORM 3 X0203 3 2011-03-03 0 0000803014 COMVERSE TECHNOLOGY INC/NY/ CMVT.PK 0001423109 Chmilewsky Lionel COMVERSE FRANCE S.A. TR FRNKLN LA DEF. 8, 100-101 TERRRASSE B PARIS I0 92042 FRANCE 0 1 0 0 SVP, Customer Facing Grp. Common Stock 69000 D Represents shares of Comverse Common Stock deliverable in settlement of three awards of deferred stock units of 20,000 shares, 24,000 shares and 25,000 shares granted on September 15, 2009 (the "September Award"), March 11, 2010 (the "March Award") and October 13, 2010 (the "October Award"), respectively. One-third (1/3) of the September Award vested on April 6, 2010, 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, 2011. One-third (1/3) of the shares deliverable in settlement of the September Award are scheduled to vest and be delivered on each of April 6, 2011 and April 6, 2012. (Continuation of Footnote 1) - The March Award is scheduled to vest as to forty percent (40%) of the shares covered by such award on the first anniversary of March 11, 2010 and as to thirty percent (30%) of the shares covered by such award on each of the second and third anniversaries of March 11, 2010, respectively, subject to accelerated vesting under certain circumstances. The October Award is scheduled to vest as to forty percent (40%) of the shares covered by such award on the first anniversary of October 13, 2010 and as to thirty percent (30%) of the shares covered by such award on each of the second and third anniversaries of October 13, 2010, respectively, subject to accelerated vesting under certain circumstances. Exhibit 24 /s/ Shefali A. Shah, as Attorney-in-Fact for Lionel Chmilewsky 2011-03-07 EX-24 2 poa1.htm POWER OF ATTORNEY mm03-0311chmilewsky_3e241.htm
EXHIBIT 24

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby makes, constitutes and appoints Joel Legon, Roy Luria and Shefali Shah, 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

 
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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 2nd day of March, 2011.


Signature:                         /s/ Lionel Chmilewsky                  
Print Name:                      Lionel Chmilewsky


STATE OF
  
)
   
)
COUNTY OF
  
)
 
On this 2nd day of March, 2011, Lionel Chmilewsky 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/ Ruben Eisenfeld Niron
Notary Public

[Seal]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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