As filed with the Securities and Exchange Commission on February 5, 2013
Registration No. 333-177173
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
COMVERSE TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
New York (State or other jurisdiction of
incorporation or organization) | | 13-3238402 (IRS Employer
Identification No.) |
c/o Victory Acquisition I LLC
330 South Service Road
Melville, New York 11747
(Address of Principal Executive Offices) (Zip Code)
BOSTON TECHNOLOGY, INC. 1994 STOCK INCENTIVE PLAN
BOSTON TECHNOLOGY, INC. AMENDED AND RESTATED 1996 STOCK INCENTIVE 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. 1999 STOCK INCENTIVE COMPENSATION PLAN
COMVERSE TECHNOLOGY, INC. 2000 STOCK INCENTIVE COMPENSATION PLAN
COMVERSE TECHNOLOGY, INC. 2001 STOCK INCENTIVE COMPENSATION PLAN
(Full titles of the plans)
Peter Fante, Esq.
Chief Legal Officer
Verint Systems Inc.
330 South Service Road
Melville, New York 11747
(Name and address of agent for service)
(631) 962-9600
(Telephone number, including area code, of agent for service)
With copies to:
Randi C. Lesnick, Esq.
Bradley C. Brasser, Esq.
Jones Day
222 East 41st Street
New York, New York 10017
(212) 326-3939
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act
Large accelerated filer | x | Accelerated filer | o |
Non-accelerated filer | o (Do not check if a smaller reporting company) | Smaller reporting company | o |
DEREGISTRATION OF SECURITIES
On October 5, 2011, Comverse Technology, Inc., a New York corporation (the “Company”), filed a registration statement on Form S-8 (Registration No. 333-177173) (the “Registration Statement”) with the U.S. Securities and Exchange Commission with respect to:
· 800 shares of the Company’s common stock, par value $0.10 per share (the “Common Stock”), authorized for issuance under the Boston Technology, Inc. 1994 Stock Incentive Plan;
· 451,283 shares of Common Stock authorized for issuance under the Boston Technology, Inc. Amended and Restated 1996 Stock Incentive Plan;
· 1,000 shares of Common Stock authorized for issuance under the Comverse Technology, Inc. 1994 Stock Option Plan;
· 52,075 shares of Common Stock authorized for issuance under the Comverse Technology, Inc. 1995 Stock Option Plan;
· 100,501 shares of Common Stock authorized for issuance under the Comverse Technology, Inc. 1996 Stock Option Plan;
· 238,576 shares of Common Stock authorized for issuance under the Comverse Technology, Inc. 1997 Stock Incentive Compensation Plan;
· 906,719 shares of Common Stock authorized for issuance under the Comverse Technology, Inc. 1999 Stock Incentive Compensation Plan;
· 2,994,070 shares of Common Stock authorized for issuance under the Comverse Technology, Inc. 2000 Stock Incentive Compensation Plan; and
· 4,261,969 shares of Common Stock authorized for issuance under the Comverse Technology, Inc. 2001 Stock Incentive Compensation Plan.
The Registration Statement also covered any additional shares of Common Stock that may become issuable as a result of stock splits, stock dividends or similar transactions.
On February 4, 2013, pursuant to the Agreement and Plan of Merger, dated as of August 12, 2012, among the Company, Verint Systems Inc. (“Verint”) and Victory Acquisition I LLC (“Merger Sub”), a wholly owned subsidiary of Verint, the Company merged with and into Merger Sub, with Merger Sub continuing as the surviving company (the “Merger”). As a result of the Merger, the Company’s Common Stock is no longer publicly traded. Accordingly, the Company wishes to terminate the offering of securities registered pursuant to the Registration Statement.
Pursuant to the undertaking made by the Company in Part II of the Registration Statement 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, the Company is filing this Post-Effective Amendment No. 1 to the Registration Statement to terminate the effectiveness of such Registration Statement and to deregister all securities of the Company registered on the Registration Statement that remain unsold as of the date hereof.
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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 of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Melville, State of New York on February 5, 2013.
| VICTORY ACQUISITION I LLC |
| (successor by merger to Comverse Technology, Inc.) |
| |
| By: | /s/ Peter Fante |
| | Name: | Peter Fante |
| | Title: | Vice President and Secretary |
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