UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
SEC File Number: 0-15502
CUSIP Number: 205862402
NOTIFICATION OF LATE FILING
(Check One):
|_|Form 10-K |_|Form 20-F |_|Form 11-K |X|Form 10-Q |_|Form 10-D |_|Form N-SAR
|_|Form N-CSR
For Period Ended: April 30, 2006
|_| Transition Report on Form 10-K |_| Transition Report on Form 20-F
|_| Transition Report on Form 11-K |_| Transition Report on Form 10-Q
|_| Transition Report on Form N-SAR
For the Transition Period Ended:__________________________
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates: N/A
PART I
REGISTRANT INFORMATION
Comverse Technology, Inc.
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Full Name of Registrant
N/A
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Former Name if Applicable
909 Third Avenue
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Address of Principal Executive Office (Street and Number)
New York, New York 10022
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City, State and Zip Code
PART II
RULES 12B-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate.)
(a) The reason described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
(b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion
|_| thereof, will be filed on or before the fifteenth calendar day following
the prescribed due date; or the subject quarterly report or transition
report on Form 10-Q or subject distribution report on Form 10-D, or portion
thereof, will be filed on or before the fifth calendar day following the
prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be
filed within the prescribed time period. (Attach extra sheets if needed.)
Comverse Technology, Inc. (the "Company") plans to file its Quarterly
Report on Form 10-Q for the quarter ended April 30, 2006 as soon as
practicable, but does not currently expect that it will be filed on or
before the fifth calendar day following the required filing date as
prescribed in Rule 12b-25.
As previously announced on March 14, 2006, the Company's Board of Directors
created a special committee (the "Special Committee") composed of outside
directors to review matters relating to the Company's stock option grants,
including the accuracy of the stated dates of option grants and whether all
proper corporate procedures were followed. The Special Committee is being
assisted by independent outside legal counsel and accounting experts. At
this time, the Special Committee has not completed its work or reached
final conclusions and is continuing its review. The Special Committee has,
however, reached a preliminary conclusion that the actual dates of
measurement for certain past stock option grants for accounting purposes
differed from the recorded grant dates for such awards. As a result of
changes in measurement dates, the Company expects to record additional
non-cash charges for stock-based compensation expenses in prior periods.
Based on the Special Committee's preliminary conclusion, the Company
expects that (i) such non-cash charges will be material and (ii) the
Company will need to restate its historical financial statements for each
of the fiscal years ended January 31, 2005, 2004, 2003, 2002 and 2001 and
for the first three quarters of the fiscal year ended January 31, 2006.
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Such charges could also affect prior periods. On April 14, 2006, the Audit
Committee of the Company's Board of Directors concluded that such financial
statements and any related reports of its independent registered public
accounting firm should no longer be relied upon.
Any such stock-based compensation charges would have the effect of
decreasing the income from operations, net income and retained earnings
figures contained in the Company's historical financial statements. The
Company does not expect that the anticipated restatements would have a
material impact on its historical revenues, cash position or non-stock
option related operating expenses.
The Company intends to issue results for the quarterly period ended April
30, 2006, and to file its Quarterly Report on Form 10-Q for the quarter
ended April 30, 2006 together with any restated historical financial
statements, as soon as practicable after the completion of the Special
Committee's review.
Note: This Form 12b-25 contains "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 review of the Special Committee,
appointed by the Board of Directors on March 14, 2006, of 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 impact of any restatement of
financial statements of the Company or other actions that may be taken or
required as a result of such reviews; the Company's inability to file
reports with the Securities and Exchange Commission; risks associated with
the Company's inability to meet NASDAQ requirements for continued listing,
including possible delisting; risks of litigation and of governmental
investigations or proceedings arising out of or related to the Company's
stock option grants or any restatement of the financial statements of the
Company; risks associated with integrating the businesses and employees of
the GSS division of CSG Systems, International and Netcentrex S.A.; 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;
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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 and Current Reports on Form 8-K. 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.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Paul Robinson (212) 652-6801
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s).
|_| Yes |X| No
The Company has not filed its Annual Report on Form 10-K for the fiscal
year ended January 31, 2006.
(3) Is it anticipated that any significant change in results of operations for
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
|X| Yes |_| No
If so: attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
Revenues for the fiscal quarter ended April 30, 2006 were $373,528,000
which were significantly greater than revenues of $272,801,000 for the
fiscal quarter ended April 30, 2005. As disclosed in Part III above, the
Company is in the process of evaluating the extent of charges for
stock-based compensation expenses during the periods in question and,
accordingly, the Company is in the process of evaluating the proper
accounting for the fiscal quarter ended April 30, 2006 and the necessary
restatements of its financial statements for the fiscal quarter ended April
30, 2005, and therefore is unable at this time to provide a reasonable
estimate and comparison of the results of its operations (other than
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revenues) for the fiscal quarter ended April 30, 2006 compared to the
corresponding 2005 first fiscal quarter results.
Comverse Technology, Inc.
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(Name of Registrant as Specified in Charter)
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has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: June 12, 2006
COMVERSE TECHNOLOGY, INC.
By: /s/ Paul L. Robinson
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Name: Paul L. Robinson
Title: Executive Vice President