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, 2007
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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 fiscal quarter ended April 30,
2007 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 ongoing investigations by the
special committee of the Company's Board of Directors (the "Special
Committee") previously disclosed in the Company's press releases
dated March 14, 2006 and November 14, 2006. The Special Committee's
investigations relate to past stock option grant practices and
related accounting matters (the "Phase I Investigation"), and other
financial and accounting matters (the "Phase II Investigation"),
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. In
addition, based on information provided to the Company, areas of
financial reporting under investigation include the possible misuse
of accounting reserves and the understatement of backlog for fiscal
2002 and prior periods.
As disclosed in the Company's press release dated March 22, 2007,
the Special Committee has substantially concluded its investigation
of matters related to the Phase I Investigation. In addition, as
disclosed in the Company's press release dated June 11, 2007 (the
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"Press Release") attached as Exhibit 99.1 to the Company's Current
Report on Form 8-K furnished to the Securities and Exchange
Commission (the "SEC") on June 12, 2007, the Special Committee has
substantially completed the investigation portion of its Phase II
Investigation. This forensic investigation produced the data
necessary for the Company to begin the internal process of restating
past financial statements, after which the external audit by the
Company's independent registered public accounting firm can begin.
The Company intends to file its Annual Reports on Form 10-K for the
fiscal years ended January 31, 2006 and January 31, 2007, and its
Quarterly Reports on Form 10-Q for the fiscal quarters ended April
30, 2006, July 31, 2006, October 31, 2006 and April 30, 2007,
together with any restated historical financial statements, as soon
as practicable.
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 any
forward-looking statements will be achieved, and actual results
could differ materially from forecasts and estimates. Important
factors that could affect the Company 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, expense 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; the effects of the delisting of the Company's
Common Stock from NASDAQ and the quotation of the Company's Common
Stock in the "Pink Sheets," including any adverse effects relating
to the trading of the stock due to, among other things, the absence
of market makers; risks relating to alleged defaults under the
Company's ZYPS indentures, including acceleration of repayment;
risks of litigation (including pending securities class actions and
derivative lawsuits) and of governmental investigations or
proceedings arising out of or related to the Company's stock option
practices 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 related
to Verint Systems Inc.'s merger with Witness Systems, Inc.,
including risks associated with integrating the businesses and
employees of Witness; 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;
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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.
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 Reports on Form 10-K for the
fiscal years ended January 31, 2006 and January 31, 2007 and its
Quarterly Reports for the fiscal quarters ended April 30, 2006, July
31, 2006 and October 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.
The relevant financial information available to the Company and
accompanying narrative have been disclosed in the Press Release and
such information is incorporated herein by reference.
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, 2007
COMVERSE TECHNOLOGY, INC.
By: /s/ Paul L. Robinson
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Name: Paul L. Robinson
Title: Chief Operating Officer,
Executive Vice President
and General Counsel
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