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): May 30, 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 1.01 Entry into a Material Definitive Agreement.

On May 30, 2012, the Board of Directors (the “CTI Board”) of Comverse Technology, Inc. (“CTI”), entered into a letter agreement with Cadian Capital Management, LLC (“Cadian Capital”), Cadian Fund LP, Cadian Master Fund LP and Cadian GP LLC (Cadian Capital, together with the aforementioned entities other than CTI and Verint being referred to collectively as the “Cadian Group”) with respect to the solicitation for the election of CTI director nominees at the upcoming election of directors at the Annual Meeting of Shareholders of CTI currently scheduled for June 28, 2012 (the “CTI AGM”) by Cadian Group pursuant to the proxy statement filed with the Securities and Exchange Commission (the “SEC”) on March 28, 2012, as amended to date. Such letter agreement is referred to herein as the “Letter Agreement”.

Pursuant to the terms and conditions of the Letter Agreement, the parties agreed, among other things, (a) that Cadian Group immediately abandon its solicitation for the election of its or any other person’s nominees as directors of CTI other than those nominees proposed by CTI in connection with the CTI AGM and that Cadian Group vote all securities of CTI over which it has beneficial ownership in favor of the slate of directors named in CTI’s proxy statement filed in connection with the CTI AGM and (b) to take various actions with respect to the composition of the Board of Directors of Verint (the “Verint Board”), the Board of Directors (the “CNS Board”) of Comverse, Inc., a wholly owned subsidiary of CTI (“CNS”), and the CTI Board.

With respect to the Verint Board, the parties to the Letter Agreement agreed that three nominees designated by Cadian Capital (the “CTI-Cadian Nominees”) and acceptable to the CTI Board will replace Augustus Oliver, Theodore Schell and Mark Terrell, three members of the CTI Board who also currently serve as members of the Verint Board. The parties intend to identify and properly vet the CTI-Cadian Verint Nominees on or before June 15, 2012, subject to the approval of each nominee by each of the CTI Board and the Verint Board under the “Applicable Standard” (as defined below), and CTI agreed to (a) use reasonable best efforts to cause (i) the upcoming annual meeting of Verint stockholders currently scheduled to be held on June 15, 2012 (the “Verint AGM”) to be postponed to a date no later than July 2, 2012, (ii) each of Augustus Oliver, Theodore Schell and Mark Terrell to agree to not stand for reelection at the Verint AGM and (iii) the Verint definitive proxy statement filed with the SEC in connection with the Verint AGM to be amended to include the three CTI-Cadian Verint Nominees for election as directors of Verint and (b) vote all of the shares of common stock and preferred stock of Verint owned by CTI in favor of the election of the CTI-Cadian Verint Nominees at the Verint AGM. If for any reason any CTI-Cadian Verint Nominee is unable to stand for election at the Verint AGM or the CTI Board and/or Verint Board does not accept any CTI-Cadian Verint Nominee prior to June 15, 2012, Cadian Capital will have the opportunity to recommend one or more substitute nominees for any such CTI-Cadian Verint Nominee for approval by each of the CTI Board and the Verint Board under the Applicable Standard. In the event a substitute nominee is not approved by the CTI Board and/or the Verint Board, CTI shall promptly use reasonable best efforts to cause Verint to identify potential individuals to act as a CTI-Cadian Verint Nominee, with such individuals being subject to vetting and approval by the independent directors of the Verint Board (none of whom shall include any directors designated by CTI or the Cadian Group) under the Applicable Standard. Verint is entitled to engage a nationally recognized search firm to assist in identifying such potential individuals. Upon the approval by the independent directors of the Verint Board, CTI shall use reasonable best efforts to cause Verint to use reasonable best efforts to promptly cause Augustus Oliver, Theodore Schell and/or Mark Terrell, to the extent such directors have not earlier resigned, to resign from the Verint Board contemporaneously with the appointment or election of the substitute CTI-Cadian Verint Nominee(s). In the event that CTI causes Verint to remove any of the CTI-Cadian Verint Nominees who were elected to the Verint Board (“New Verint Directors”) without the consent of Cadian Capital, or any New Verint Director nominated by Cadian Capital resigns for any reason during the term of the Letter Agreement, then Cadian Capital will designate a replacement nominee for approval by each of the CTI Board and the Verint Board under the Applicable Standard. CTI agrees to use reasonable best efforts to cause any such mutually agreed replacements to be nominated to the Verint Board as directors.

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With respect to the CNS Board, CTI agreed that, immediately prior to the planned spin–off of CNS into an independent public company (the “Spin-Off”), it will cause the CNS Board to be comprised of seven directors, one of whom shall be the chief executive officer of CNS, three of whom shall be designated by the CTI Board (which three shall be Charles Burdick, Susan Bowick and Mark Terrell), and three of whom shall be designated by Cadian Capital (which three shall be James Budge, Steven Andrews and Doron Inbar, each of whom as of the date hereof are reasonably acceptable to the CTI Board to serve as directors of the CNS Board; provided, however, that if any facts or circumstances arise which the CTI Board determines under the Applicable Standard make any Cadian Capital designee unacceptable to serve on the CNS Board, Cadian Capital will recommend one or more substitute nominees for approval by the CTI Board under the Applicable Standard.

With respect to the CTI Board, in the event that either the Spin-Off has not occurred by October 31, 2012 or CTI has publicly announced that the Spin-Off is delayed beyond October 31, 2012 or announced its intent to abandon the Spin-Off at any time prior to October 31, 2012, CTI shall use reasonable best efforts to cause (a) the CTI Board to be immediately expanded and for each of James Budge, Steven Andrews and Doron Inbar to be promptly appointed to the CTI Board to fill such vacancies, subject to each aforementioned nominee being properly vetted and approved by the CTI Board under the Applicable Standard and (b) each of Augustus Oliver, Theodore Schell and Robert Dubner to resign from the CTI Board by the earlier of (i) the consummation of the Spin-Off and (ii) January 31, 2013.

For purposes herein, the “Applicable Standard” means, with respect to any decision of a board of directors or any individual director with regard to whether to approve or find acceptable any nominee or designee for election or appointment as a director, such board of directors or director acting reasonably and in good faith but in no event constrained from exercising its, his or her fiduciary duties.

In connection with the foregoing, each member of the Cadian Group agrees that (a) in connection with the CTI AGM, (i) it will withdraw its letter to CTI dated March 28, 2012, (ii) it will notify the SEC that it shall not proceed with a solicitation of its nominees for election at the CTI AGM, (iii) it will cause its affiliates and associates to, immediately abandon its solicitation for the election of its or any other person’s nominees as directors of CTI other than those nominees proposed by CTI in connection with the CTI AGM, (iv) it will not, and will cause its affiliates and associates not to, solicit for or in any way participate in, directly or indirectly, the election of directors at the CTI AGM and (v) will vote all securities of CTI over which they have beneficial ownership in favor of the slate of directors named in CTI’s proxy statement filed in connection with the CTI AGM, (b) it will vote all securities of CTI over which it has beneficial ownership in favor of the Spin-Off and publicly announce its intention to vote in favor of the Spin-Off (provided, that the terms and conditions of the Spin-Off are, in the reasonable business judgment of Cadian Capital, fair and reasonable to, and in the best interests of, CTI shareholders) and (c) if a merger between CTI and Verint is proposed on terms and conditions that, in the reasonable business judgment of Cadian Capital acting in good faith, are fair and reasonable to, and in the best interests of, both CTI shareholders and Verint stockholders, it will vote all securities of CTI and Verint over which it has beneficial ownership in favor of such merger and publicly announce its intention to vote in favor of such merger.

The rights and obligations of the Cadian Group and CTI under the Letter Agreement (a) with respect to the CTI Board will terminate and be of no further force or effect in the event that the Cadian Group at any time ceases to own, in the aggregate, at least 1,000,000 shares of CTI common stock, (b) with respect to the Verint Board will terminate and be of no further force and effect (i) in the event that the Cadian Group ceases to own, in the aggregate, at least 1,000,000 shares of Verint common stock or (ii) in the event that CTI ceases to be the beneficial owner of a majority of the outstanding voting securities of Verint. In addition, the Letter Agreement will terminate and be of no further force or effect (x) from and after June 28, 2013 or (y) earlier, in the event that any member of the Cadian Group breaches in any material respect certain of its obligations under the Letter Agreement and such breach remains uncured after receipt of notice.

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The foregoing summary of the Letter Agreement does not purport to be complete and is qualified in its entirety by the Letter Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 8.01 Other Events.

On May 31, 2012, Comverse Technology, Inc. issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	Letter Agreement, dated May 30, 2012, between Comverse Technology, Inc. and Cadian Capital Management, LLC, Cadian Fund LP, Cadian Master Fund LP and Cadian GP LLC.
99.1	Press Release, dated May 31, 2012, issued by Comverse Technology, Inc.

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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.

Date: May 31, 2012

COMVERSE TECHNOLOGY, INC.
By:	/s/ Shefali A. Shah
Name:	Shefali A. Shah
Title:	Senior Vice President, General Counsel and Corporate Secretary

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Exhibit Index

Exhibit No.	Description
10.1	Letter Agreement, dated May 30, 2012, between Comverse Technology, Inc. and Cadian Capital Management, LLC, Cadian Fund LP, Cadian Master Fund LP and Cadian GP LLC.
99.1	Press Release, dated May 31, 2012, issued by Comverse Technology, Inc.

EX-10.1

Exhibit 10.1

May 30, 2012

Cadian Capital Management, LLC

535 Madison Avenue, 36^th Floor

New York, NY 10022

Ladies and Gentlemen:

This letter confirms the understanding and agreement between Comverse Technology, Inc., a New York corporation (“CTI”), on the one hand, and Cadian Capital Management, LLC (“Cadian Capital”), Cadian Fund LP, Cadian Master Fund LP and Cadian GP LLC (Cadian Capital, together with the aforementioned entities other than CTI being referred to collectively herein as the “Cadian Group”), on the other hand, as follows:

1. It is our mutual understanding that three nominees (the “CTI-Cadian Verint Nominees”) designated by Cadian Capital and acceptable to the CTI Board under the “Applicable Standard” (as defined in Section 11 below) should replace Augustus Oliver, Theodore Schell and Mark Terrell on the Board of Directors (the “Verint Board”) of Verint Systems Inc. (“Verint”). In furtherance of the foregoing:

(a) On or before June 15, 2012, the CTI-Cadian Verint Nominees shall be identified by Cadian Capital, who shall qualify as “independent” pursuant to NASDAQ Stock Market (“NASDAQ”) listing standards and who have relevant financial and business experience, subject to the approval of each nominee by each of the CTI Board and the Verint Board under the Applicable Standard. CTI acknowledges and agrees to (i) use reasonable best efforts (including, if and to the extent required, acting by written consent and taking all such other actions as are necessary or appropriate in consideration therewith under Delaware law, the rules and regulations of the Securities and Exchange Commission (the “SEC”) and the listing standards of NASDAQ) to cause (A) the upcoming annual meeting of Verint stockholders currently scheduled to be held on June 15, 2012 (including any postponement, suspension or adjournment thereof, the “Verint AGM”) to be postponed to a date no later than July 2, 2012, (B) each of Augustus Oliver, Theodore Schell and Mark Terrell to agree to not stand for reelection at the Verint AGM and (C) the Verint definitive proxy statement filed with the SEC in connection with the Verint AGM to be amended to include the three CTI-Cadian Verint Nominees for election as directors of Verint and (ii) vote all of the shares of common stock and preferred stock of Verint owned by it, which represent a majority of the voting securities

of Verint, in favor of the election of the CTI-Cadian Verint Nominees at the Verint AGM. For purposes of clarification, if one or two (but not three) CTI-Cadian Verint Nominees are approved for nomination for election as directors at the Verint AGM, clause (a)(i)(C) above shall be deemed to refer to such one or two CTI-Verint Nominees and clause (a)(i)(B) above shall be deemed to refer to the first one or first two of the three directors listed therein.

(b) If for any reason any CTI-Cadian Verint Nominee shall be unable to stand for election at the Verint AGM or the CTI Board and/or Verint Board does not accept any CTI-Cadian Verint Nominee prior to June 15, 2012, Cadian Capital shall have the opportunity to recommend one or more substitute nominees for any such CTI-Cadian Verint Nominee, who shall qualify as “independent” pursuant to NASDAQ listing standards and have relevant financial and business experience, for approval by each of the CTI Board and the Verint Board under the Applicable Standard. In the event a substitute nominee is not approved by the CTI Board and/or the Verint Board, CTI shall promptly use reasonable best efforts to cause Verint to identify potential individuals to act as a CTI-Cadian Verint Nominee, with such individuals being subject to vetting and approval by the independent directors of the Verint Board (none of whom shall include any directors designated by CTI or Cadian) under the Applicable Standard. Verint may engage, at its own expense, a nationally recognized search firm to assist in identifying such potential individuals to act as a substitute CTI-Cadian Verint Nominee. Upon the approval by the independent directors of the Verint Board of any substitute CTI-Cadian Verint Nominee, CTI shall use reasonable best efforts to cause Verint to use reasonable best efforts (including, if and to the extent required, acting by written consent and taking all such other actions as are necessary or appropriate in consideration therewith under Delaware law, the rules and regulations of the SEC and the listing standards of NASDAQ) to promptly cause Augustus Oliver, Theodore Schell and/or Mark Terrell, to the extent such directors have not earlier resigned, to resign from the Verint Board contemporaneously with the appointment or election of the substitute CTI-Cadian Verint Nominee(s) identified pursuant to this paragraph 1(b) as their replacements (i.e., one director resignation for each replacement).

2. In the event that CTI, acting in its capacity as the majority voting stockholder of Verint, causes Verint to remove any of the CTI-Cadian Verint Nominees who were elected to the Verint Board (“New Verint Directors”) without the consent of Cadian Capital, or any New Verint Director nominated by Cadian Capital resigns for any reason during the term of this letter agreement, then Cadian Capital shall designate a replacement nominee or nominees, who shall qualify as “independent” pursuant to NASDAQ listing standards and have relevant financial and business experience, for approval by each of the CTI Board and the Verint Board (i.e., by action of a majority of the directors at a meeting at which a quorum is present) under the Applicable Standard. In the event Cadian Capital does not designate a replacement nominee or a replacement nominee is not approved by the CTI Board and/or the Verint Board, CTI shall promptly use reasonable best efforts to cause Verint to identify potential individuals to act as a replacement nominee, with such individuals being subject to vetting and approval by the Verint Board under the Applicable Standard. Verint may engage, at its own expense, a nationally recognized search firm to assist in identifying such potential individuals to act as a substitute

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replacement nominee. Upon the approval by the Verint Board of any replacement nominee, CTI agrees to use reasonable best efforts (including, if and to the extent required, acting by written consent and taking all such other actions as are necessary or appropriate in consideration therewith under Delaware law, the rules and regulations of the SEC and the listing standards of NASDAQ) to cause any such replacements to be nominated to the Verint Board as directors.

3. CTI agrees that, by action as the sole stockholder of Comverse, Inc., a Delaware corporation (“CNS”), immediately prior to the planned distribution of shares of CNS to its shareholders for the purpose of becoming an independent public company (the “Spin-Off”), CTI will cause the board of directors of CNS (the “CNS Board”) to be comprised of seven directors, one of whom shall be the chief executive officer of CNS, three of whom shall be designated by the CTI Board (which three shall be Charles Burdick, Susan Bowick and Mark Terrell), and three of whom shall be designated by Cadian Capital (which three shall be James Budge, Steven Andrews and Doron Inbar, each of whom as of the date hereof are reasonably acceptable to the CTI Board to serve as directors of the CNS Board; provided, however, that if any facts or circumstances arise after the date hereof which the CTI Board determines under the Applicable Standard make any Cadian Capital designee unacceptable to serve on the CNS Board, Cadian Capital shall recommend one or more substitute nominees, who shall qualify as “independent” pursuant to NASDAQ listing standards and have relevant financial and business experience, for approval by the CTI Board under the Applicable Standard. The persons designated by Cadian Capital and added to the CNS Board as described above are collectively referred to as the “New CNS Directors”.

4. In the event that either the Spin-Off has not occurred by October 31, 2012 or CTI has publicly announced that the Spin-Off is delayed beyond October 31, 2012 or announced its intent to abandon the Spin-Off at any time prior to October 31, 2012, CTI shall use reasonable best efforts (subject to New York law, the rules and regulations of the SEC and the listing standards of NASDAQ) to cause (a) the CTI Board to be immediately expanded and for each of James Budge, Steven Andrews and Doron Inbar to be promptly appointed to the CTI Board to fill such vacancies, subject to each aforementioned nominee being properly vetted and approved by the CTI Board under the Applicable Standard and (b) each of Augustus Oliver, Theodore Schell and Robert Dubner to resign from the CTI Board by the earlier of (i) the consummation of the Spin-Off and (ii) January 31, 2013. Any designee so elected to the CTI Board is referred to herein as a “New CTI Director”.

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5. Each member of the Cadian Group agrees that:

(a) in connection with the Annual Meeting of Shareholders of CTI currently scheduled for June 28, 2012 (including any postponement, suspension or adjournment thereof, the “CTI AGM”), (i) it will withdraw its letter to the Company dated March 28, 2012, (ii) notify the SEC that it shall not proceed with a solicitation of its nominees for election at the CTI AGM, (iii) will cause its affiliates and associates to, immediately abandon its solicitation for the election of its or any other person’s nominees as directors of CTI other than those nominees proposed by CTI in connection with the CTI AGM, (iv) it will not, and will cause its affiliates and associates not to, solicit for or in any way participate in, directly or indirectly, the election of directors at the CTI AGM, and (v) will vote all securities of CTI over which they have beneficial ownership in favor of the slate of directors named in CTI’s proxy statement filed in connection with the CTI AGM;

(b) it will vote all securities of CTI over which it has beneficial ownership in favor of the Spin-Off and publicly announce its intention to vote in favor of the Spin-Off; provided, that the terms and conditions of the Spin-Off are, in the reasonable business judgment of Cadian Capital, fair and reasonable to, and in the best interests of, CTI shareholders; and

(c) if a merger between CTI and Verint is proposed on terms and conditions that, in the reasonable business judgment of Cadian Capital acting in good faith, are fair and reasonable to, and in the best interests of, both CTI shareholders and Verint stockholders, it will vote all securities of CTI and Verint over which it has beneficial ownership in favor of such merger and publicly announce its intention to vote in favor of such merger.

6. Any person who is proposed by the Cadian Group for designation as a director for the CNS Board shall have reasonable access to (a) the chief executive officer of CTI and CNS during normal business hours and (b) material, non-public information relating to CNS provided to the CTI Board, in each case, provided that such person (x) executes and delivers a confidentiality agreement in form and substance reasonably satisfactory to CTI and (y) reasonably requests such access or information in writing and such access to the chief executive officer or information are not unreasonably burdensome to, or unreasonably disrupt, the operations of, CTI or CNS.

7. In consideration of the foregoing, CTI agrees that it will reimburse up to $300,000 of the reasonable, out-of-pocket and documented expenses (including the Cadian Group’s fees and expenses of its currently retained counsel and proxy solicitation firm) of the Cadian Group that have been actually incurred by the Cadian Group since March 2012 in connection with its solicitation for the election of its nominees as directors of CTI at the CTI AGM.

8. The rights and obligations of Cadian and CTI hereunder (a) with respect to the Comverse Board shall terminate and be of no further force or effect in the event that the Cadian Group at any time ceases to own, in the aggregate, at least 1,000,000 shares of CTI common stock, (b) with respect to the Verint Board shall terminate and be of no further force and effect (i)

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in the event that the Cadian Group ceases to own, in the aggregate, at least 1,000,000 shares of Verint common stock or (ii) in the event that CTI ceases to be the beneficial owner of a majority of the outstanding voting securities of Verint. In addition, this letter agreement shall terminate and be of no further force or effect (x) from and after June 28, 2013 or (y) earlier, in the event that any member of the Cadian Group breaches in any material respect its obligations under Section 5 hereof and fails to cure such breach within five business days after Cadian Capital receives written notice of such breach from CTI, which notice shall provide reasonable specificity as to the nature of such breach.

9. Each member of the Cadian Group hereby acknowledges that it is aware that the United States securities laws prohibit any person who has material, non public information with respect to CTI, Verint or CNS from transacting in the securities of CTI, Verint and, following the Spin-Off, CNS or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to transact in such securities. Each member of the Cadian Group agrees to comply with such laws and recognizes that CTI, Verint and CNS would be damaged by its non-compliance. In addition, as a condition to serving on the CTI Board, the Verint Board or the CNS Board, each Cadian designee will agree that for so long as such designee is a member of such board, as applicable, such designee shall be bound in the same manner as existing directors with such company’s internal policies, including any policies relating to insider trading, it being understood that such policies may restrict such designee’s communications with other members of the Cadian Group concerning information with respect to CTI, Verint or CNS, as applicable.

10. No later than the first business day after the execution and deliver of this letter agreement, each of CTI and the Cadian Group will issue a press release announcing the matters referred to herein, with the CTI press release being substantially in the form attached hereto as Exhibit A and the Cadian Group press release being substantially in the form attached hereto as Exhibit B, with the final version of each such press release being subject to the consent (not to be unreasonably withheld) of the non-issuing party. Furthermore, the Cadian Group acknowledges and agrees that CTI and Verint may each disclose the matters set forth in this letter agreement in a Current Report on Form 8-K or in other filings with the SEC as and to the extent required by applicable securities laws or requested by the SEC.

11. For purposes hereof, the term “Applicable Standard” shall mean, with respect to any decision of a board of directors or any individual director with regard to whether to approve or find acceptable any nominee or designee for election or appointment as a director, such board of directors or director acting reasonably and in good faith but in no event constrained from exercising its, his or her fiduciary duties.

12. This letter agreement contains the entire agreement among the parties concerning the subject matter of this letter agreement and supersedes all prior agreements and understandings with respect to such subject matter.

13. (a) Each member of the Cadian Group, for itself and for its members, officers, directors, assigns, agents and successors, past and present, hereby agrees and confirms that, effective from and after the date of this letter agreement, hereby acknowledges full and complete

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satisfaction of, and covenant not to sue, and forever fully release and discharge CTI, and each controlling person, officer, director, shareholder, agent, affiliate, employee, partner, attorney, heir, assign, executor, administrator, predecessor and successor, past and present, of CTI (CTI and each such person being an “CTI Released Person”) of, and agrees to hold each CTI Released Person harmless from, any and all rights, claims, warranties, demands, debts, obligations, liabilities, costs, attorneys’ fees, expenses, suits, losses and causes of action of any nature whatsoever, whether known or unknown, suspected or unsuspected (collectively, “Claims”) that the Cadian Group may have against the CTI Released Persons, in each case with respect to events occurring prior to the date of the execution of this letter agreement in respect of solicitations for election of directors at the CTI AGM.

(b) CTI, for itself and for its affiliates, officers, directors, assigns, agents and successors, past and present, hereby agrees and confirms that, effective from and after the date of this letter agreement, hereby acknowledges full and complete satisfaction of, and covenants not to sue, and forever fully releases and discharges each member of the Cadian Group and each controlling person, officer, director, stockholder, agent, affiliate, employee, partner, attorney, heir, assign, executor, administrator, predecessor and successor, past and present, thereof, as well as each director designated by Cadian Capital hereunder (the Cadian Group and each such person being a “Shareholder Released Person”) of, and agrees to hold each Shareholder Released Person harmless from, any and all Claims of any nature whatsoever, whether known or unknown, suspected or unsuspected, that CTI may have against the Shareholder Released Persons, in each case with respect to events occurring prior to the date of the execution of this letter agreement in respect of solicitations for election of directors at the CTI AGM.

(c) The parties intend that the foregoing releases be broad with respect to the matter released, provided, however, these releases of Claims shall not include claims to enforce the terms of this letter agreement.

14. This letter agreement shall be governed by, and construed in accordance with, the laws of the State of New York. Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this letter agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this letter agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the courts within the State of New York, City of New York.

15. This letter agreement may be executed in counterparts, each of which will be an original, but all of which together will constitute one and the same letter agreement.

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If the foregoing is acceptable, kindly sign and return a duplicate copy of this letter agreement to the undersigned.

Very truly yours,
COMVERSE TECHNOLOGY, INC.
By:	/s/ Charles Burdick
Name:	Charles Burdick
Title:	Chairman of the Board

[Signature Page to Cadian Letter Agreement]

AGREED TO BY:

CADIAN CAPITAL MANAGEMENT, LLC

By:	/s/ Eric Bannasch
Name:	Eric Bannasch
Title:	Managing Member

CADIAN FUND LP

By:	/s/ Eric Bannasch
Name:	Eric Bannasch
Title:	Managing Member

CADIAN MASTER FUND LP

By:	/s/ Eric Bannasch
Name:	Eric Bannasch
Title:	Managing Member

CADIAN GP LLC

By:	/s/ Eric Bannasch
Name:	Eric Bannasch
Title:	Managing Member

[Signature Page to Cadian Letter Agreement]

EX-99.1

Exhibit 99.1

Comverse Technology, Inc. and

Cadian Capital Management Announce Agreement

NEW YORK, New York, May 31, 2012 – Comverse Technology, Inc. (Nasdaq: CMVT) (“CTI”), today announced an agreement with Cadian Capital Management, LLC regarding the composition of the Boards of Directors of CTI, its majority-owned subsidiary Verint Systems, Inc. (“Verint”), and its wholly-owned subsidiary Comverse, Inc. (“CNS”).

Cadian agreed to abandon its solicitation for the election of its director nominees and vote in favor of CTI’s director nominees at CTI’s upcoming Annual Meeting of Shareholders. Cadian also agreed to vote in favor of the planned spin-off of CNS to CTI’s shareholders, provided the terms of the spin-off are fair and reasonable to and in the best interests of CTI’s shareholders, and, if a merger between CTI and Verint to eliminate the holding company structure is proposed on terms and conditions that are fair and reasonable to, and in the best interests of, CTI’s and Verint’s shareholders, to vote in favor of such merger.

CTI has agreed, immediately prior to the planned spin-off of CNS but subject to fiduciary duties, to appoint a CNS Board of Directors comprised of Steven Andrews, Susan Bowick, James Budge, Charles Burdick, Doron Inbar, Philippe Tartavull and Mark Terrell. If CTI announces its inability to complete the spin-off of CNS prior to October 31, 2012, abandons the spin-off or the spin-off has not occurred by October 31, 2012, CTI has agreed, subject to fiduciary duties, to use its reasonable best efforts to cause Messrs. Andrews, Budge and Inbar to be appointed to the CTI Board and, thereafter, to cause Messrs. Robert Dubner, Augustus Oliver and Theodore Schell to resign upon the earlier of the completion of the spin-off or January 31, 2013.

In addition, CTI has agreed to use reasonable best efforts to cause three nominees designated by Cadian and reasonably acceptable to the CTI Board to replace Augustus Oliver, Theodore Schell and Mark Terrell as nominees for election as directors at Verint’s upcoming Annual Meeting of Stockholders. Accordingly, CTI has agreed to use its reasonable best efforts to cause Verint’s Annual Meeting, currently scheduled for June 15, 2012, to be postponed to a date not later than July 2, 2012, to accommodate this change. If this change does not occur at Verint’s Annual Meeting, CTI has agreed to use its reasonable best efforts to cause the change to occur thereafter.

Additional terms, conditions and contingencies are outlined in a Current Report on Form 8-K being filed by CTI today with the Securities and Exchange Commission.

Charles Burdick, CTI’s Chief Executive Officer and Chairman of the Board said, “We are pleased to reach an agreement that not only avoids a costly and distracting solicitation process, but more importantly, fulfills our commitment to good governance with the Boards of CTI, CNS and Verint, that continue to be comprised of highly qualified individuals focused on delivering superior shareholder returns.”

Spin-off of CNS

The spin-off of CNS 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 CNS.

Upon completion of the proposed spin-off 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 CNS.

About Comverse Technology, Inc.

CTI, through its wholly-owned subsidiary CNS, 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. CNS’ 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 CTI’s upcoming annual meeting of shareholders, a definitive proxy statement has been filed with the SEC on May 18, 2012. BEFORE MAKING ANY VOTING DECISION WITH RESPECT TO ANY MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING OF SHAREHOLDERS, CTI’s SHAREHOLDERS AND INVESTORS ARE URGED TO READ SUCH PROXY STATEMENT, AS SUCH PROXY STATEMENT MAY BE SUPPLEMENTED OR AMENDED, AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING OF SHAREHOLDERS. In connection with the previously announced spin-off, a definitive proxy statement for CTI’s shareholders would need to be filed with the SEC and CTI would also mail a final proxy statement to its shareholders. BEFORE MAKING ANY VOTING DECISION WITH RESPECT TO SUCH SPIN-OFF, CTI’s SHAREHOLDERS AND INVESTORS ARE URGED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS TO BE 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 the proxy statement relating to the annual meeting of shareholders and the proxy statement relating to the proposed spin-off (if and when available), as well as other relevant documents containing important information about CTI, at the SEC’s website (http://www.sec.gov). 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 annual meeting of shareholders and the proposed spin-off. Information concerning the interests of CTI’s participants in the solicitation for (i) the annual meeting of shareholders is set forth in the proxy statement relating to the upcoming annual meeting of shareholders filed with the SEC on May 18, 2012 and CTI’s Annual Reports on the Form 10–K previously filed with the SEC and (ii) the proposed spin-off in CTI’s Annual Reports on the Form 10–K, previously filed with the SEC and would be set forth in the proxy statement relating to the spin-off 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, changes to the composition of the boards of directors of CTI, Verint and CNS, CTI’s intent to distribute CNS 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 elect any nominees as directors to the boards of directors of CTI, Verint and CNS; 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, 2012 filed with the SEC on April 2, 2012 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