As filed with the Securities and Exchange Commission on January 21, 2005
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2
TO
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934
Comverse Technology, Inc.
(Name of Subject Company (Issuer))
Comverse Technology, Inc., as offeror
(Name of Filing Person (Identifying Status as Offeror, Issuer or Other Person))
Zero Yield Puttable Securities (ZYPS) due May 15, 2023
(Title of Class of Securities)
205862 AL9 and 205862 AK1
(CUSIP Number of Class of Securities)
Kobi Alexander
Chairman and Chief Executive Officer
c/o Comverse Technology, Inc.
170 Crossways Park Drive
Woodbury, New York 11797
(516) 677-7200
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
With copies to:
| Robert Evans III, Esq. Shearman & Sterling LLP 599 Lexington Avenue New York, NY 10022 (212) 848-4000 |
David Lopez, Esq. David I. Gottlieb, Esq. Cleary, Gottlieb, Steen & Hamilton One Liberty Plaza New York, NY (212) 225-2000 |
CALCULATION OF FILING FEE
| Transaction Valuation (a) | Amount of Filing Fee (b) | |
| $420,000,000 | $53,214 |
| (a) | Estimated solely for the purpose of determining the registration fee, the transaction value is based upon the book value of the securities to be received by the acquiring person computed as of the latest practicable date prior to the date of filing. |
| (b) | Registration fee previously paid in connection with Comverse Technology, Inc.’s Registration Statement on Form S-4 (Reg. No. 333-120870) filed November 30, 2004 (as amended, the “Registration Statement”). The amount of the filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and equals $126.70 for each $1,000,000 of the value of the transaction. |
| x | Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. |
| Amount previously paid: |
$53,214 | |
| Form or registration no.: |
Form S-4 | |
| Date filed: |
November 30, 2004 | |
| Filing party: |
Comverse Technology, Inc. |
| ¨ | Check box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes to designate any transactions to which this statement relates:
| ¨ third party tender offer subject to Rule 14d-1 |
¨ going-private transaction subject to Rule 13e-3 | |
| x issuer tender offer subject to Rule 13e-4 |
¨ amendment to Schedule 13D under Rule 13d-2 |
Check the following box if the filing is a final amendment reporting the results of the tender offer. x
This Amendment No. 2 to Issuer Tender Offer Statement on Schedule TO amends and supplements the Issuer Tender Offer Statement filed by Comverse Technology, Inc. (the “Company”) on November 30, 2004, as amended on December 21, 2004 (as amended and supplemented, the “Schedule TO”), relating to an offer by the Company to exchange $1,000 principal amount of the Company’s Zero Yield Puttable Securities due May 15, 2023 (the “New ZYPS”) for each $1,000 principal amount of validly tendered and accepted outstanding Zero Yield Puttable Securities due May 15, 2023 of the Company (the “Existing ZYPS”) (the “Exchange Offer”). This Exchange Offer is made upon the terms and subject to the conditions contained in the prospectus (the “Prospectus”) filed with the Securities and Exchange Commission on January 21, 2005, included as Exhibit (a)(1)(i) to this Issuer Tender Offer Statement on Schedule TO.
This Issuer Tender Offer Statement on Schedule TO is being filed in satisfaction of the reporting requirements of Rule 13e-4(c)(4) under the Securities Exchange Act of 1934, as amended.
Item 11. Additional Information.
(a) Agreements, Regulatory Requirements and Legal Proceedings. Not applicable.
(b) Other Material Information. On January 21, 2005, the Company issued a press release announcing the final results of the Exchange Offer, which expired at 12:01 a.m., New York City time, on Friday, January 21, 2005. A copy of the press release is filed as Exhibit (a)(5) hereto and is incorporated herein by reference.
| Exhibit No. |
Description | |
| (a)(1)(i) | Prospectus, dated January 21, 2005, filed by the Company pursuant to Rule 424(b)(3) under the Securities Act of 1933, as amended, on January 21, 2005 (incorporated herein by reference) | |
| (a)(1)(ii) | Form of Letter of Transmittal (incorporated herein by reference to Exhibit 99.1 to the Registration Statement) | |
| (a)(1)(iii) | Notice of Guaranteed Delivery (incorporated herein by reference to Exhibit 99.2 to the Registration Statement) | |
| (a)(1)(iv) | Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated herein by reference to Exhibit 99.3 to the Registration Statement) | |
| (a)(1)(v) | Form of Letter to Clients (incorporated herein by reference to Exhibit 99.4 to the Registration Statement) | |
| (a)(1)(vi) | Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (incorporated herein by reference to Exhibit 99.5 to the Registration Statement) | |
| (a)(1)(vii) | Press Release dated November 30, 2004** | |
| (a)(2) | None | |
| (a)(3) | None | |
| (a)(4) | Prospectus, dated January 21, 2005, filed by the Company pursuant to Rule 424(b)(3) under the Securities Act of 1933, as amended, on January 21, 2005 (incorporated herein by reference) | |
| (a)(5) | Press Release dated January 21, 2005* | |
| (b) | None | |
| (d)(i) | 1987 Stock Option Plan (incorporated by reference to the Issuer’s Annual Report on Form 10-K under the Securities Exchange Act of 1934 for the year ended December 31, 1987) | |
| (d)(ii) | 1994 Stock Option Plan (incorporated by reference to the Issuer’s Annual Report on Form 10-K under the Securities Exchange Act of 1934 for the year ended December 31, 1994) | |
2
| Exhibit No. |
Description | |
| (d)(iii) | 1995 Stock Option Plan (incorporated by reference to the Issuer’s Annual Report on Form 10-K under the Securities Exchange Act of 1934 for the year ended December 31, 1995) | |
| (d)(iv) | 1996 Stock Option Plan (incorporated by reference to the Issuer’s Annual Report on Form 10-K under the Securities Exchange Act of 1934 for the year ended December 31, 1996) | |
| (d)(v) | 1997 Stock Incentive Compensation Plan (incorporated by reference to the Definitive Proxy Materials for the Issuer’s Annual Meeting of Shareholders held January 13, 1998) | |
| (d)(vi) | 1999 Stock Incentive Compensation Plan (incorporated by reference to the Definitive Proxy Materials for the Issuer’s Annual Meeting of Shareholders held October 8, 1999) | |
| (d)(vii) | 2000 Stock Incentive Compensation Plan (incorporated by reference to the Definitive Proxy Materials for the Issuer’s Annual Meeting of Shareholders held September 15, 2000) | |
| (d)(viii) | 2001 Stock Incentive Compensation Plan (incorporated by reference to the Definitive Proxy Materials for the Issuer’s Annual Meeting of Shareholders held June 15, 2001) | |
| (d)(ix) | Boston Technology, Inc. 1994 Stock Incentive Plan (incorporated by reference to the Issuer’s Registration Statement on Form S-8 under the Securities Act of 1933, Registration No. 333-44429) | |
| (d)(x) | Boston Technology, Inc. Amended and Restated 1996 Stock Incentive Plan (incorporated by reference to the Issuer’s Registration Statement on Form S-8 under the Securities Act of 1933, Registration No. 333-44429) | |
| (d)(xi) | Exalink Ltd. 2000 U.S. Stock Option Plan and Exalink Ltd. The Israeli Employee Stock Option Plan (incorporated by reference to the Issuer’s Registration Statement on Form S-8 under the Securities Act of 1933, Registration No. 333-48640) | |
| (d)(xii) | Gaya Software Industries, Ltd. Share Option Plan (incorporated by reference to the Issuer’s Registration Statement on Form S-8 under the Securities Act of 1933, Registration No. 333-47502) | |
| (d)(xiii) | InTouch Systems, Inc. Amended and Restated 1996 Stock Option Plan (incorporated by reference to the Issuer’s Registration Statement on Form S-8 under the Securities Act of 1933, Registration No. 333-85565) | |
| (d)(xiv) | Loronix Information Systems, Inc. 1992 Stock Plan (incorporated by reference to the Issuer’s Registration Statement on Form S-8 under the Securities Act of 1933, Registration No. 333-43542) | |
| (d)(xv) | Loronix Information Systems, Inc. 1999 Nonstatutory Stock Option Plan (incorporated by reference to the Issuer’s Registration Statement on Form S-8 under the Securities Act of 1933, Registration No. 333-43542) | |
| (g) | None | |
| (h) | Opinion of Shearman & Sterling LLP regarding tax matters (incorporated herein by reference to Exhibit 8.1 to the Registration Statement) | |
| * | Filed herewith. |
| ** | Previously filed. |
3
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Comverse Technology, Inc. | ||
| By: |
/s/ KOBI ALEXANDER | |
| Name: | Kobi Alexander | |
| Title: | Chairman and Chief Executive Officer | |
Dated: January 21, 2005
4
Exhibit (a)(5)
| CONTACT: |
Paul D. Baker | |||||
| Comverse Technology, Inc. | ||||||
| One Huntington Quadrangle | ||||||
| Third Floor | ||||||
| Melville, New York 11747 | ||||||
| (516) 677-7226 |
Comverse Technology Announces Results of Its Zero Yield Puttable Securities Exchange Offer
NEW YORK, NY, January 21, 2005 – Comverse Technology, Inc. (NASDAQ: CMVT) announced the expiration, at 12:01 a.m., New York City time, on January 21, 2005, of its offer to holders of its outstanding contingent convertible senior notes, known as Zero Yield Puttable Securities (“ZYPS”), to exchange such ZYPS (the “Existing ZYPS”) for new ZYPS (the “New ZYPS”). The exchange of the Existing ZYPS for the New ZYPS is expected to take place on January 26, 2005.
As of the expiration of the exchange offer, approximately $411 million aggregate principal amount of the $420 million of Existing ZYPS outstanding, representing approximately 98 percent of the original issue, had been tendered in exchange for an equal principal amount of the New ZYPS. All Existing ZYPS that were properly tendered were accepted for exchange. The New ZYPS contain a net share settlement feature which provides that, upon conversion, the Company would pay to the holder cash equal to the lesser of the conversion value and the principal amount of the New ZYPS being converted and would issue to the holder the remainder of the conversion value in excess of the principal amount, if any, in shares of the Company’s common stock (the “New Conversion Method”). The offer follows the Emerging Issues Task Force of the Financial Accounting Standards Board’s (FASB) September 30, 2004 decision (EITF 04-8) requiring contingently convertible debt to be included in diluted earnings per share computations as if the notes were converted into common shares at the time of issuance (the “if converted” method) regardless of whether market price triggers or other contingent features have been met. Because these recent accounting changes would require the Company to include the shares of common stock underlying the Existing ZYPS in its diluted earnings per share computations, pursuant to the exchange offer, the Company has offered to the Existing ZYPS holders, New ZYPS convertible under the New Conversion Method. Under EITF 04-8, the Company would not be required to include any shares issuable upon conversion of the New ZYPS issued in the exchange offer in its diluted shares outstanding unless the market price of the Company’s common stock exceeds the conversion price, and would then only have to include that number of shares as would then be issuable based upon the in-the-money value of the conversion rights under the New ZYPS.
The exchange offer was made pursuant to the Company’s prospectus that includes full details of the terms and conditions of the exchange offer.
Lehman Brothers acted as the dealer manager for the exchange offer.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any State in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State.
Note: This release (and oral statements made regarding the subjects of this press release) may contain “forward-looking statements” under the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. The words “estimate,” “project,” “intend,” “expect,” “believe” and similar expressions are intended to identify forward-looking statements. These forward-looking statements involve known and unknown risks and some uncertainties. There can be no assurances that forward-looking statements will be achieved, and actual results could differ materially from forecasts and estimates. Important factors that could cause actual results to differ materially include: changes in the demand for the Company’s products; changes in capital spending among the Company’s current and prospective customers; the risks associated with the sale of large, complex, high capacity systems and with new product introductions as well as the uncertainty of customer acceptance of these new or enhanced products from either the Company or its competition; risks associated with rapidly changing technology and the ability of the Company to introduce new products on a timely and cost-effective basis; aggressive competition may force the Company to reduce prices; a failure to compensate any decrease in the sale of the Company’s traditional products with a corresponding increase in sales of new products; risks associated with changes in the competitive or regulatory environment in which the Company operates; risks associated with prosecuting or defending allegations or claims of infringement of intellectual property rights; risks associated with significant foreign operations and international sales and investment activities, including fluctuations in foreign currency exchange rates, interest rates, and valuations of public and private equity; the volatility of macroeconomic and industry conditions and the international marketplace; risks associated with the Company’s ability to retain existing personnel and recruit and retain qualified personnel; and other risks described in filings with the Securities and Exchange Commission (SEC). These risks and uncertainties are discussed in greater detail in the filings of the Company with the SEC, including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q.
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