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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): JULY 14, 2000
COMVERSE TECHNOLOGY, INC.
(Exact name of Registrant as specified in its charter)
NEW YORK 0-15502 13-3238402
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
170 CROSSWAYS PARK DRIVE
WOODBURY, NEW YORK 11797
(Address of Principal Executive (Zip Code)
Offices)
Registrant's telephone number, including area code (516) 677-7200
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
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NY2:\947710\01\KB9@01!.DOC\37994.0018
ITEM 1. NOT APPLICABLE.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On July 14, 2000, Comverse Technology, Inc., a New York
corporation ("Comverse"), completed its acquisition of Loronix Information
Systems, Inc., a Nevada corporation ("Loronix"). The acquisition was effected by
the merger (the "Merger") of Comverse Acquisition Corp., a Nevada corporation
and direct, wholly-owned subsidiary of Comverse with and into Loronix with
Loronix being the surviving corporation, pursuant to the Agreement and Plan of
Merger, dated as of March 5, 2000, among Loronix, Comverse and Comverse
Acquisition Corp. As a result of the Merger, Loronix is now a direct,
wholly-owned subsidiary of Comverse.
Prior to the Merger, Loronix's assets were used primarily in
the business of designing, marketing, selling and supporting a family of
software-based digital video recording and identification management solutions
worldwide. Comverse and Loronix intend to continue such businesses.
Pursuant to the terms of the Merger Agreement, each issued and
outstanding share of common stock, par value $.001 per share, of Loronix
("Loronix Common Stock") was converted into the right to receive 0.385 shares of
common stock, par value $0.10 per share, of Comverse ("Comverse Common Stock").
Comverse will issue approximately 1,995,000 shares of Comverse Common Stock in
exchange for the shares of Loronix Common Stock. In addition, each option to
purchase Loronix Common Stock outstanding under Loronix's stock option plans was
converted into an option to purchase the number of shares of Comverse Common
Stock equal to the number of shares of Loronix Common Stock subject to such
option multiplied by the exchange ratio for the Merger, and the associated
exercise price was adjusted accordingly.
All information concerning the Merger and the operation of the
combined businesses of Comverse and Loronix after the Merger that was filed with
the Securities and Exchange Commission (the "SEC") pursuant to Rule 424(b) under
the Securities Act of 1933, as part of Loronix's Joint Proxy
Statement/Prospectus, dated June 7, 2000 (the "Loronix Proxy
Statement/Prospectus"), is incorporated herein by reference.
ITEM 3-6. NOT APPLICABLE.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(a) Financial Statements of Businesses Acquired.
The consolidated audited balance sheet of Loronix as of
December 31, 1999 and the consolidated statements of operations and cash flows
of Loronix for the fiscal years ended December 31, 1998 and 1999 and the notes
therewith, have been filed with the SEC as part of Loronix's Annual Report on
Form 10-KSB (File No. 000-24738) for the fiscal year ended December 31, 1999,
and are incorporated herein by reference.
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The consolidated audited balance sheet of Loronix as of
December 31, 1998 and the consolidated statements of operations and cash flows
of Loronix for the fiscal year ended December 31, 1997 and the notes therewith,
have been filed with the SEC as part of Loronix's Annual Report on Form 10-KSB
(File No. 000-24738) for the fiscal year ended December 31, 1998, and are
incorporated herein by reference.
The unaudited consolidated balance sheet of Loronix as of
March 31, 2000 and the unaudited consolidated statements of operations and cash
flows of Loronix for the three months ended March 31, 2000 and 1999 have been
filed with the SEC as part of Loronix's Quarterly Report on Form 10-QSB (File
No. 000-24738) for the fiscal quarter ended March 31, 2000, and are incorporated
herein by reference.
(b) Pro Forma Financial Information.
The unaudited pro forma condensed combined balance sheet of
Comverse and Loronix at January 31, 2000 and the unaudited pro forma condensed
combined statements of income of Comverse and Loronix for the years ended
December 31, 1997 and January 31, 1999 and 2000, and the notes therewith have
been filed with the SEC as part of Amendment No. 1 to Comverse's Registration
Statement on Form S-4 (Registration No. 333-37170), and are incorporated herein
by reference.
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of March 5, 2000, among
Loronix, Comverse and Comverse Acquisition Corp. (incorporated
herein by reference to Amendment No. 1 to the Registrant's
Registration Statement on Form S-4, (Registration No.
333-37170)).
*99.1 Press Release of the Registrant, dated July 17, 2000.
99.2 Consolidated audited balance sheets of Loronix as of December
31, 1999 and consolidated statements of operations and cash
flows of Loronix for the fiscal years ended December 31, 1998
and 1999 (incorporated herein by reference to Loronix's Annual
Report on Form 10-KSB (File No. 000-24738) for the fiscal year
ended December 31, 1999).
99.3 Consolidated audited balance sheets of Loronix as of December
31, 1998 consolidated statements of operations and cash flows
of Loronix for the fiscal year ended December 31, 1997
(incorporated herein by reference to Loronix's Annual Report
on Form 10-KSB (File No. 000-24738) for the fiscal year ended
December 31, 1998).
99.4 Unaudited consolidated balance sheet of Loronix as of March
31, 2000 and the unaudited consolidated statements of
operations and cash flows of Loronix for the three months
ended March 31, 2000 and 1999 (incorporated herein by
reference to Loronix's Quarterly Report on Form 10-QSB (File
No. 000-24738) for the fiscal quarter ended March 31, 2000).
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99.5 Unaudited pro forma condensed combined balance sheet of
Comverse and Loronix at January 31, 2000 and the unaudited pro
forma condensed combined statements of income of Comverse and
Loronix for the years ended December 31, 1997 and January 31,
1999 and 2000, and (incorporated herein by reference to the
Loronix Proxy Statement/Prospectus filed on June 8, 2000).
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* Filed herewith.
SIGNATURE
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 thereto duly authorized.
COMVERSE TECHNOLOGY, INC.
Dated: July 28, 2000 By: /s/ William F. Sorin
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Name: William F. Sorin
Title: Corporate Secretary
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EXHIBIT INDEX
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EXHIBIT
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2.1 Agreement and Plan of Merger, dated as of March 5, 2000, among Loronix,
Comverse and Comverse Acquisition Corp. (incorporated herein by
reference to Amendment No. 1 to the Registrant's Registration Statement
on Form S-4, (Registration No. 333-37170)).
* 99.1 Press Release of the Registrant, dated July 17, 2000.
99.2 Consolidated audited balance sheets of Loronix as of December 31, 1999
and consolidated statements of operations and cash flows of Loronix for
the fiscal years ended December 31, 1998 and 1999 (incorporated herein
by reference to Loronix's Annual Report on Form 10-KSB (File No.
000-24738) for the fiscal year ended December 31, 1999).
99.3 Consolidated audited balance sheets of Loronix as of December 31, 1998
consolidated statements of operations and cash flows of Loronix for the
fiscal year ended December 31, 1997 (incorporated herein by reference
to Loronix's Annual Report on Form 10-KSB (File No. 000-24738) for the
fiscal year ended December 31, 1998).
99.4 Unaudited consolidated balance sheet of Loronix as of March 31, 2000
and the unaudited consolidated statements of operations and cash flows
of Loronix for the three months ended March 31, 2000 and 1999
(incorporated herein by reference to Loronix's Quarterly Report on Form
10-QSB (File No. 000-24738) for the fiscal quarter ended March 31,
2000).
99.5 Unaudited pro forma condensed combined balance sheet of Comverse and
Loronix at January 31, 2000 and the unaudited pro forma condensed
combined statements of income of Comverse and Loronix for the years
ended December 31, 1997 and January 31, 1999 and 2000 , and
(incorporated herein by reference to the Loronix Proxy
Statement/Prospectus filed on June 8, 2000).
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* Filed herewith.
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