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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
for the Fiscal Year ended January 31, 2005
Commission File Number 0-15502
COMVERSE TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
New York 13-3238402
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
909 Third Avenue
New York, NY 10022
(Address of principal executive offices)
Registrant's telephone number, including area code: 212-652-6801
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
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Not applicable Not applicable
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.10 par value per share
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. [X] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). [X] Yes [ ] No
The aggregate market value of the voting stock held by non-affiliates of the
registrant, computed by reference to the closing price as of the last business
day of the registrant's most recently completed second fiscal quarter, July 31,
2004, was approximately $3,336,772,000.
There were 199,543,867 shares of the registrant's common stock outstanding on
March 24, 2005.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Proxy Statement for the Annual Meeting of
Shareholders to be held on June 16, 2005, are incorporated by reference in Part
III.
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Explanatory Note
This amendment to our Annual Report on Form 10-K for the fiscal year ended
January 31, 2005, is being made to (a) delete the check mark on the cover page
of the Form 10-K relating to Item 405 of Regulation S-K and (b) change the date
of our upcoming Annual Meeting of Shareholders from June 14, 2005 to June 16,
2005, which appears (i) under the heading "Documents Incorporated By Reference"
on the cover page of the Form 10-K and (ii) in Item 10 of the Form 10-K.
Accordingly, we are amending and restating Item 10 in its entirety. In addition,
in connection with the filing of this amendment, we are including as exhibits
certain required currently dated certifications of our Chief Executive Officer
and Chief Financial Officer.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Information required by this item is incorporated herein by reference to the
information in the Company's Notice of Annual Meeting of Shareholders and Proxy
Statement relating to the Annual Meeting of Shareholders to be held on June 16,
2005 (the "Proxy Statement") under the captions "Codes of Business Conduct and
Ethics", "Background of Directors and Executive Officers", "Audit Committee",
and "Section 16(a) Beneficial Ownership Reporting Compliance".
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(c) Index of Exhibits
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No. Exhibit Description
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31.3** Certification of Chief Executive Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
31.4** Certification of Chief Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
** Filed herewith.
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SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
COMVERSE TECHNOLOGY, INC.
(Registrant)
By: /s/ David Kreinberg
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David Kreinberg
Executive Vice President and
Chief Financial Officer
Dated: April 20, 2005
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