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: October 31, 2006
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|_| 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:
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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
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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
810 Seventh Avenue
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Address of Principal Executive Office (Street and Number)
New York, New York 10019
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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 October 31, 2006 as soon as
practicable, but will not be able to file it on or before the fifth
calendar day following the required filing date as prescribed in Rule
12b-25.
This delay is the result of the Company's ongoing investigation of past
stock option grants, including its evaluation of actual dates of
measurement for certain grants which differ from the recorded grant
dates, and of additional accounting issues, including errors in the
recognition of revenue related to certain contracts, errors in the
recording of certain deferred tax accounts and the misclassification of
certain expenses in earlier periods as well as the possible misuse of
accounting reserves and the understatement of backlog for fiscal 2002
and prior periods.
The Company intends to issue results for the quarterly periods ended
April 30, 2006, July 31, 2006 and October 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, July 31, 2006 and October 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 involve a significant
volume of work by the Company, which includes detailed scrutiny and
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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 investigation
of the Special Committee, appointed by the Board of Directors on March
14, 2006, of matters relating to the Company's stock option grant
practices and other accounting matters, including errors in revenue
recognition, errors in the recording of deferred tax accounts, expenses
misclassification, the possible misuse of accounting reserves and the
understatement of backlog; 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 relating to the right of holders of
the Company's convertible debt (known as "ZYPS") to require the Company
to repurchase their ZYPS upon delisting of the Company's shares from
NASDAQ at a repurchase price equal to 100% of the principal amount of
ZYPS to be purchased; risks of litigation and of governmental
investigations or proceedings arising out of or related to the Company's
stock option grants or any other accounting irregularities or any
restatement of the financial statements of the Company, including the
direct and indirect costs of such investigations and restatement; risks
associated with integrating the businesses and employees of the Global
Software Services division acquired from 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, 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 discussed above, 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
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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
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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 and its Quarterly Reports for the fiscal
quarters ended April 30, 2006 and July 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 October 31, 2006 were
$410,601,000. As disclosed in Part III above, the Company is continuing
its investigation of past stock option grants and other accounting
issues and, accordingly, the Company is in the process of evaluating
the proper accounting for the fiscal quarter ended October 31, 2006 and
the necessary restatements of its financial statements for the fiscal
quarter ended October 31, 2005, and therefore is unable at this time to
provide a reasonable estimate and comparison of the results of its
operations for the fiscal quarter ended October 31, 2006 compared to
the corresponding 2005 third fiscal quarter results.
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Comverse Technology, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: December 12, 2006
COMVERSE TECHNOLOGY, INC.
By: /s/ Paul L. Robinson
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Name: Paul L. Robinson
Title: Executive Vice President
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