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):
June 12, 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 (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 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On June 12, 2006, Comverse Technology, Inc. (the "Company") issued a press
release announcing selected unaudited financial information for the fiscal
quarter ended April 30, 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
information set forth in the first four paragraphs of 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 disclosed under Item
2.02 of 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 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR
STANDARD; TRANSFER OF LISTING.
The Company has notified The NASDAQ Stock Market that it will not timely file
its Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2006
and, accordingly, the Company expects to receive an additional Staff
Determination Letter from The NASDAQ Stock Market indicating that the delay in
the filing of the Form 10-Q could serve as an additional basis for the potential
delisting of the Company's securities from NASDAQ, under NASDAQ Marketplace Rule
4310(c)(14).
As previously disclosed, on April 20, 2006 the Company announced that, due to
the delay in the filing of its Annual Report on Form 10-K for the fiscal year
ended January 31, 2006, it had received a Staff Determination Letter from The
NASDAQ Stock Market indicating that the Company's securities were subject to
delisting based upon the delinquent Form 10-K, unless the Company requested a
hearing before the NASDAQ Listing Qualifications Panel. The Company requested a
hearing and presented its plan to regain compliance with NASDAQ's filing
requirement at an in-person hearing before the NASDAQ Panel on May 25, 2006. The
NASDAQ Panel has not yet issued a decision as a result of that hearing.
The Company intends to submit to the NASDAQ Panel, within the permissible
timeframe, its plan to file the Form 10-Q for the quarterly period ended April
30, 2006. It is expected that the NASDAQ Panel's hearing decision will address
both the late Form 10-K and late Form 10-Q filings referenced above. However,
there can be no assurance that the NASDAQ Panel will grant the Company's request
for continued listing on NASDAQ.
ITEM 8.01 OTHER EVENTS
As a result of the ongoing review by the Special Committee of the Company's
Board of Directors relating to the Company's stock option grants, the Company
will today file a Form 12b-25 with the Securities and Exchange Commission (the
"SEC") indicating that its Quarterly Report on Form 10-Q for the quarter ended
April 30, 2006 will not be filed with the SEC by the SEC deadline of June 9,
2006. The Company will not seek a 5-day filing extension because it does not
believe it will file the Quarterly Report within the extension period.
The Company intends to issue results for the quarterly period ended April 30,
2006 and the fiscal year ended January 31, 2006, and to file its Quarterly
Report on Form 10-Q for the quarter ended April 30, 2006 and Annual Report on
Form 10-K for the fiscal year ended January 31, 2006, together with any restated
historical financial statements, as soon as practicable after the completion of
the Special Committee's review.
Note: This Current Report 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
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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; 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.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) EXHIBITS:
Exhibit No. Description
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99.1 Press Release of Comverse Technology, Inc. dated June 12, 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: June 12, 2006 By: /s/ Paul L. Robinson
Name: Paul L. Robinson
Title: Executive Vice President
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release of Comverse Technology, Inc. dated June 12, 2006