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):
June 16, 2005
COMVERSE TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
New York 0-15502 13-3238402
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
909 Third Avenue, New York, New York 10022
(Address of principal executive offices) (Zip Code)
(212) 652-6801
(Registrant's telephone number, including area code)
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:
|_| 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 240.13a-4(c))
Item 1.01 Entry into a Material Definitive Agreement
Adoption of Stock Incentive Plan
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On April 19, 2005, the Board of Directors of Comverse Technology,
Inc. (the "Company") approved and adopted, subject to approval by the Company's
shareholders, the Company's 2005 Stock Incentive Compensation Plan (the "2005
Plan"). At the Annual Meeting of Shareholders held on June 16, 2005, the
shareholders voted to approve the 2005 Plan.
The 2005 Plan authorizes the grant of (i) incentive stock options,
(ii) non-qualified stock options, (iii) stock appreciation rights, (iv)
restricted stock and (v) deferred stock. Awards may be granted alone or in
tandem, and on such terms and conditions as the Compensation Committee
determines, subject to certain limitations contained in the 2005 Plan. The total
number of shares of common stock available for awards under the 2005 Plan is
currently 6,000,000 shares, which may consist of authorized and unissued shares
or treasury shares. Employees or consultants of the Company or any of its
subsidiaries or affiliates and non-employee directors of the Company selected by
the Compensation Committee are eligible to receive Awards under the 2005 Plan.
The 2005 Plan became effective upon approval by the shareholders of the Company
and will remain in effect until the earlier of June 16, 2015 or the date it is
terminated by the Board.
A copy of the 2005 Plan is attached hereto as Exhibit 10.1 and is
hereby incorporated by reference.
Executive Compensation
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On June 16, 2005, the Compensation Committee of the Board of
Directors (the "Committee") of Comverse Technology, Inc. (the "Company")
determined the annual salaries for the year ended January 31, 2006 ("Fiscal
2005") for the following Company executives: Kobi Alexander, the Company's Chief
Executive Officer; David Kreinberg, the Company's Executive Vice President and
Chief Financial Officer; and Zeev Bregman, the Chief Executive Officer of
Comverse, Inc., a subsidiary of the Company. Mr. Alexander's Fiscal 2005 annual
salary is $762,000, Mr. Kreinberg's Fiscal 2005 annual salary is $380,000 and
Mr. Bregman's annual salary is NIS 103,000 per month, which currently is
approximately $275,000. The Committee also revised Mr. Bregman's Fiscal 2005 on
target bonus amount from approximately 110% of his Fiscal 2005 Salary to
$350,000.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits:
10.1 Comverse Technology, Inc. 2005 Stock Incentive Compensation
Plan, dated June 16, 2005.
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SIGNATURES
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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.
By: /s/ David Kreinberg
----------------------------------
Name: David Kreinberg
Title: Executive Vice President
and Chief Financial Officer
Dated: June 20, 2005
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EXHIBIT INDEX
Exhibit No. Description
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10.1 Comverse Technology, Inc. 2005 Stock Incentive Compensation Plan,
dated June 16, 2005.
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