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):
March 14, 2006
__________________
COMVERSE TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
NEW YORK 0-15502 13-3238402
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
909 Third Avenue,
New York, New York
10022
(Address of Principal Executive Offices)
(Zip Code)
Registrant's telephone number, including area code: (212) 652-6801
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 240.13e-4(c))
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On March 14, 2006, Comverse Technology, Inc. (the "Company") issued a
press release announcing selected unaudited financial information for the fourth
quarter of fiscal year 2005 ended January 31, 2006. A copy of the press release
is attached hereto as Exhibit 99.1 to this report and incorporated herein by
reference.
In accordance with General Instruction B.2. the foregoing information
and the Exhibit 99.1, is furnished pursuant to Item 2.02 and shall not be deemed
"filed" for the purposes of Section 18 of the Securities Exchange Act of 1934,
as amended, or otherwise subject to the liabilities of that Section. The
information in this Current Report shall not be incorporated by reference into
any registration statement or other document pursuant to the Securities Act of
1933, as amended, except as shall be expressly set forth by a specific reference
in such filing.
ITEM 8.01 OTHER EVENTS.
On March 14, 2006, the Company announced the creation of a special
committee of its Board of Directors composed of outside directors to review
matters relating to the Company's stock option grants, including, but not
limited to, the accuracy of the stated dates of option grants and whether all
proper corporate procedures were followed. The committee will be assisted by
independent legal counsel.
Although it has not been determined whether the review will result in
any restatement of the Company's historical financial statements and, if so, the
years affected and the amounts involved, management believes that certain
restatements will likely be required. Any such restatements will not have an
impact on historical revenues or operating results excluding stock option
related expenses.
The foregoing may contain "forward-looking statements" under the
Private Securities Litigation Reform Act of 1995 that involve risks and
uncertainties. There can be no assurances that forward-looking statements will
be achieved, and actual results could differ materially from forecasts and
estimates. Important factors that could cause actual results to differ
materially include: the results of the special committee's review; risks
associated with integrating the business and employees of the GSS division of
CSG Systems, International; changes in the demand for the Company's products;
changes in capital spending among the Company's current and prospective
customers; the risks associated with the sale of large, complex, high capacity
systems and with new product introductions as well as the uncertainty of
customer acceptance of these new or enhanced products from either the Company or
its competition; risks associated with rapidly changing technology and the
ability of the Company to introduce new products on a timely and cost-effective
basis; aggressive competition may force the Company to reduce prices; a failure
to compensate any decrease in the sale of the Company's traditional products
with a corresponding increase in sales of new products; risks associated with
changes in the competitive or regulatory environment in which the Company
operates; risks associated with prosecuting or defending allegations or claims
of infringement of intellectual property rights; risks associated with
significant foreign operations and international sales and investment
activities, including fluctuations in foreign currency exchange rates, interest
rates, and valuations of public and private equity; the volatility of
macroeconomic and industry conditions and the international marketplace; risks
associated with the Company's ability to retain existing personnel and recruit
and retain qualified personnel; and other risks described in filings with the
Securities and Exchange Commission. These risks and uncertainties, as well as
others, are discussed in greater detail in the filings of the Company with the
Securities and Exchange Commission, including its most recent Annual Report on
Form 10-K and subsequent Quarterly Reports on Form 10-Q. These documents are
available through the Company, or its website, www.cmvt.com, or through the
SEC's Electronic Data Gathering Analysis and Retrieval system (EDGAR) at
www.sec.gov. The Company makes no commitment to revise or update any
forward-looking statements in order to reflect events or circumstances after the
date any such statement is made.
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits:
Exhibit No. Description
----------- -----------
99.1 Press Release of Comverse Technology, Inc. dated March 14, 2006
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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.
COMVERSE TECHNOLOGY, INC.
Date: March 14, 2006 By: /s/ David Kreinberg
-----------------------------
Name: David Kreinberg
Title: Executive Vice President
and Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
99.1 Press Release of Comverse Technology, Inc. dated March 14, 2006
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