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, 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 July 31, 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,
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 (the "Phase
II Investigation"). 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 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 March 28, 2007, the
Special Committee has substantially concluded its investigation of matters
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related to the Phase I Investigation. In addition, as disclosed in the
Company's press release dated June 11, 2007 attached as Exhibit 99.1 to
the Company's Current Report on Form 8-K furnished to the SEC on June 12,
2007, the Special Committee has substantially completed the investigation
portion of its Phase II Investigation. As discussed in the Company's press
release dated September 10, 2007 attached as Exhibit 99.1 to the Company's
Current Report on Form 8-K furnished to the SEC on September 10, 2007, the
Company continues to make substantial progress towards the restatement of
past financial statements, after which its independent registered public
accounting firm can begin the audit and review processes. The Company
continues to expect it will become current in its filings with the SEC by
the end of fiscal 2007.
The Company intends to file its periodic reports for the fiscal years
ended January 31, 2006 and January 31, 2007, the fiscal quarters ended
April 30, 2007 and July 31, 2007, and any prior periods required for the
Company to be current in its reporting obligations, 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
investigation; 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 the Company's ability to relist its Common Stock
on NASDAQ; risks relating to alleged defaults under the Company's ZYPS
indentures, including acceleration of repayment; risks of litigation
(including the 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
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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; decline in
information technology spending; 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. The Company undertakes no commitment to revise or
update any forward-looking statements except as required by law.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Avi Aronovitz (212) 739-1017
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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,
October 31, 2006 and April 30, 2007.
(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.
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The relevant financial information available to the Company and
accompanying narrative have been disclosed in the Company's press release
dated September 10, 2007, attached as Exhibit 99.1 to the Company's
Current Report on Form 8-K furnished to the SEC on September 10, 2007 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: September 10, 2007
COMVERSE TECHNOLOGY, INC.
By: /s/ Andre Dahan
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Name: Andre Dahan
Title: President and Chief Executive
Officer
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