UNITED STATES
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):
May 23, 2006
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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 (see General Instruction A.2. below):
[ ] 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 8.01. OTHER EVENTS
On May 23, 2006 Comverse Ltd., a company organized under the laws of
Israel and an indirect wholly-owned subsidiary of Comverse Technology, Inc. (the
"Company"), completed the previously announced acquisition of Netcentrex S.A., a
company organized under the laws of France ("Netcentrex"), pursuant to a Stock
Purchase Agreement (the "Stock Purchase Agreement") with certain stockholders
(the "Selling Stockholders") of Netcentrex.
The Stock Purchase Agreement was amended by an Amendment and Assignment
Notice Letter, dated May 22, 2006 (the "Amendment Letter"), which, among other
things, approved the assignment of the obligations of Comverse, Inc.
("Comverse"), a Delaware corporation and a wholly-owned subsidiary of the
Company to Comverse Ltd. Pursuant to the Stock Purchase Agreement, Comverse Ltd.
purchased all of the outstanding equity securities of Netcentrex for aggregate
consideration of approximately $159 million in cash, subject to certain
adjustments, together with a contingent earnout of up to $16 million. The actual
amount of the contingent earnout payment, if any, will be determined based upon
achievement of certain financial targets by Netcentrex during the remainder of
fiscal 2006 and for fiscal 2007.
The foregoing description of the transaction does not purport to be
complete and is qualified in its entirety by reference to the complete text of
the Stock Purchase Agreement and the Amendment Letter, which are attached to
this Current Report on Form 8-K as Exhibits 10.1 and 10.2, respectively, and are
incorporated herein by reference.
On May 23, 2006, the Company issued a press release announcing the
completion of the Netcentrex acquisition. A copy of the Company's press release
dated May 23, 2006 is attached to this Current Report on Form 8-K as Exhibit
99.1 and is incorporated herein by reference.
As previously announced, the Company's Board of Directors created a
Special Committee (the "Special Committee") to review matters relating to stock
option grants, including the accuracy of the stated dates of option grants and
whether all proper corporate procedures were followed. At this time the Special
Committee has not completed its work. In addition, as previously disclosed, the
Company has not filed its Annual Report on Form 10-K for the fiscal year ended
January 31, 2006 and its Audit Committee concluded that the Company's financial
statements for prior periods and any related reports of its independent
registered public accounting firm should no longer be relied upon. Accordingly,
at this time the Company is unable to determine its income from continuing
operations before income taxes and, therefore, is unable to determine at this
time whether the Netcentrex acquisition constitutes an acquisition of a
significant amount of assets required to be disclosed under Item 2.01 of Form
8-K. Upon completion of the Special Committee's review, the filing of the
Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2006
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and any required restatement of the Company's historical financial statements
for prior periods, the Company will re-evaluate the significance of the
Netcentrex acquisition and, if required, will amend this Current Report on Form
8-K.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
10.1 Stock Purchase Agreement, dated as of April 7, 2006, by and among
Comverse, Inc. and the Selling Stockholders.
10.2 Amendment and Assignment Notice Letter, dated as of May 22, 2006, by
and among Comverse, Inc. and the Stockholder Representative.
99.1 Press release dated May 23, 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.
By: /s/ Paul Robinson
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Name: Paul Robinson
Title: Executive Vice President
Date: May 30, 2006
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
10.1 Stock Purchase Agreement, dated as of April 7, 2006, by
and among Comverse, Inc. and the Selling Stockholders.
10.2 Amendment and Assignment Notice Letter, dated as of May
22, 2006, by and among Comverse, Inc. and the
Stockholder Representative.
99.1 Press release dated May 23, 2006.
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