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 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR
STANDARD; TRANSFER OF LISTING.
On June 16, 2006, Comverse Technology, Inc. (the "Company") issued a press
release announcing that due to the previously disclosed delay in filing its Form
10-Q for the fiscal quarter ended April 30, 2006, the Company received 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 delisting of the Company's securities from NASDAQ, under NASDAQ
Marketplace Rule 4310(c)(14) and that the NASDAQ Listing Qualifications Panel
(the "NASDAQ Panel") will consider this matter in rendering a determination
regarding the Company's continued listing.
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 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. However, there can be no assurance that the NASDAQ Panel will grant
the Company's request for continued listing on NASDAQ.
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
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.
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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 16, 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 16, 2006 By: /s/ Paul L. Robinson
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Name: Paul L. Robinson
Title: Executive Vice President
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release of Comverse Technology, Inc. dated
June 16, 2006
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