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: July 31, 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.
- --------------------------------------------------------------------------------
Full Name of Registrant
N/A
- --------------------------------------------------------------------------------
Former Name if Applicable
810 Seventh Avenue
- --------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)
New York, New York 10019
- --------------------------------------------------------------------------------
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 July 31, 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, although
the Special Committee has made substantial progress towards completing
its investigation, it has not yet 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
2
for the first three quarters of the fiscal year ended January 31,
2006. 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 intends to issue results for the quarterly periods ended
April 30, 2006 and July 31, 2006 and the fiscal year ended January 31,
2006, and to file its Quarterly Reports on Form 10-Q for the quarters
ended April 30, 2006 and July 31, 2006, and its 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. The
completion of such filings and any restated historical financial
restatements involves a significant volume of work by the Company,
which includes detailed scrutiny and analysis of accounting and tax
issues relating to option grants and various other unrelated
accounting matters during the periods in question.
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, Netcentrex S.A., and Netonomy, Inc.; 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,
3
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.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Paul L. Robinson (212) 739-1015
- --------------------------------------------------------------------------------
(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 and its Quarterly Report for the
fiscal quarter ended April 30, 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 July 31, 2006 were $394,090,000
which were significantly greater than revenues of $285,835,000 for the
fiscal quarter ended July 31, 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 July 31, 2006 and the
necessary restatements of its financial statements for the fiscal
quarter ended July 31, 2005, and therefore is unable at this time to
4
provide a reasonable estimate and comparison of the results of its
operations (other than revenues) for the fiscal quarter ended July 31,
2006 compared to the corresponding 2005 first fiscal quarter results.
Comverse Technology, Inc.
---------------------------------------------------------------------
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: September 12, 2006
COMVERSE TECHNOLOGY, INC.
By: /s/ Paul L. Robinson
--------------------------------
Name: Paul L. Robinson
Title: Executive Vice President
6