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 11, 2012

COMVERSE TECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)

NEW YORK	001-35303	13-3238402
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer 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 11, 2012, Comverse Technology, Inc. (the “Company”) issued a press release announcing its intention to distribute shares of Comverse, Inc., its wholly-owned subsidiary. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated by reference in its entirety herein.

Item 9.01. Financial Statements and Exhibits

Exhibit No.	Description
99.1	Press Release of Comverse Technology, Inc., dated January 11, 2012.

2

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 11, 2012	By:	/s/ Joel E. Legon
	Name:	Joel E. Legon
	Title:	Senior Vice President, Interim Chief Financial Officer

3

EX-99.1

Exhibit 99.1

Comverse Technology, Inc. Announces Intention to Distribute Shares of Comverse, Inc.

NEW YORK, New York, January 11, 2012 – Comverse Technology, Inc. (Nasdaq: CMVT) (“CTI”), a global leader in BSS, mobile Internet and value-added services, today announced its intention to distribute 100% of the shares of its wholly-owned subsidiary Comverse, Inc. (“Comverse”) to CTI’s shareholders on a pro rata basis. CTI is currently exploring, and expects to finalize and announce the structure that will result in the most efficient method of distribution, with the distribution expected to occur in the second half of fiscal 2012. In addition, CTI is exploring alternatives to eliminate its holding company structure either simultaneous with or shortly after the distribution of the Comverse shares.

“The Board reached the decision to pursue a distribution of Comverse to our shareholders following a comprehensive strategic review process, and believes it is in the best interest of CTI shareholders,” said Charles Burdick, Chairman and Chief Executive Officer of CTI. “We are confident that by creating an independent, well-capitalized Comverse, CTI and its shareholders will be able to benefit from increased strategic flexibility at Comverse and with its stake in Verint. The elimination of the holding company structure is cost-effective and allows for the separation of assets in a tax efficient manner. The separation of Comverse will facilitate greater alignment of incentive equity and shareholder value and increased management and Board focus, and also will be seen as a positive event by customers and employees at both Comverse and Verint.”

The distribution is subject to a number of conditions, including final approval of the transaction by CTI’s Board of Directors, filings with, and the completion of a review process by, the Securities and Exchange Commission, the approval of CTI shareholders and final approval of certain material agreements by the boards of each of CTI and Comverse. The distribution may also be conditioned upon receipt of a favorable ruling from the Internal Revenue Service regarding certain tax aspects of the distribution.

Upon completion of the proposed distribution of Comverse shares and prior to the effect of any transaction that would eliminate the CTI holding company structure, current CTI shareholders would continue to hold their equity in CTI as well as own 100% of the equity of Comverse.

About Comverse Technology, Inc.

Comverse Technology, Inc., through its wholly-owned subsidiary Comverse, is the world’s leading provider of software and systems enabling converged billing and active customer management and value-added voice, messaging and mobile Internet services. Comverse’s extensive customer base spans more than 125 countries and covers over 450 communication service providers serving more than two billion subscribers. CTI also holds majority ownership positions in Verint (Nasdaq: VRNT) and privately-held Starhome.

Other Important Information

In connection with the proposed distribution, a definitive proxy statement for CTI’s shareholders would need to be filed with the SEC. CTI would also mail the final proxy statement to its shareholders. BEFORE MAKING ANY VOTING DECISION, CTI’s SHAREHOLDERS AND INVESTORS ARE URGED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WOULD CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED DISTRIBUTION. Investors and security holders can obtain, without charge, a copy of such proxy statement, as well as other relevant documents containing important information about CTI at the SEC’s website (http://www.sec.gov) once, and if, such documents are filed with the SEC. You may also read and copy any reports, statements and other information filed by CTI at the SEC public reference room at 100 F. Street, N.E., Washington D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information.

CTI and its directors, executive officers and other members of its management and employees may be deemed to be participants in the solicitation of proxies from its shareholders in connection with the proposed distribution. Information concerning the interests of CTI’s participants in the solicitation is set forth in CTI’s proxy statements and Annual Reports on Form 10-K, previously filed with the SEC, and would be set forth in the proxy statement relating to the distribution if and when it becomes available.

Forward-Looking Statements

This press release contains a number of forward-looking statements. Words, and variations of words such as “expect”, “intend”, “will”, “anticipate”, “believe”, “propose” and similar expressions are intended to identify forward-looking statements. Examples of forward-looking statements include, but are not limited to, CTI’s intent to distribute its Comverse shares to CTI shareholders, CTI’s intent to explore the elimination of its holding company structure, and the timing of the foregoing actions. The forward-looking statements in this press release are based on current expectations and assumptions that are subject to risks and uncertainties, many of which are outside of CTI’s control, and could cause results to materially differ from expectations. Such risks and uncertainties, include, but are not limited to: failure to satisfy any of the conditions to the proposed distribution, including obtaining the required shareholder vote; adverse effects on the market price of CTI’s or Verint’s common stock and on CTI’s operating results because of a failure to complete the proposed distribution; failure to realize the expected

benefits of the proposed distribution; negative effects of announcement or consummation of the proposed distribution or strategic alternatives on the market price of CTI’s or Verint’s common stock; significant transaction costs and/or unknown liabilities; general economic and business conditions that affect CTI and its assets in connection with CTI’s announced intentions; unanticipated expenses such as litigation or legal settlement expenses; tax law changes; the impact of CTI’s announced intentions on CTI’s employees, customers and suppliers; future opportunities that CTI’s board may determine present greater potential to increase shareholder value; and the ability of the companies to operate independently following the distribution. Actual results could differ materially. For further information regarding risks and uncertainties associated with CTI’s businesses, please also see the risks described in the section entitled “Forward-Looking Statements”, Item 1A, “Risk Factors” and elsewhere in CTI’s Annual Report on Form 10-K for the fiscal year ended January 31, 2011 filed with the SEC on May 31, 2011 or in subsequently filed periodic, current or other reports. CTI undertakes no commitment to update or revise forward-looking statements except as required by law.

Contact:

Paul D. Baker

Comverse Technology, Inc.

paul.baker@cmvt.com

(212) 739-1060