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, 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 October 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 and the evaluation of the Company's recognition of
revenue based on the application of Statement of Position (SOP) 97-2,
Software Revenue Recognition, as amended and interpreted, specifically
relating to vendor specific objective evidence ("VSOE"), previously
disclosed in the Company's press release dated November 5, 2007.
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
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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
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 disclosed in the Company's press release dated November 5, 2007
attached as Exhibit 99.1 to the Company's Current Report on Form 8-K
furnished to the SEC on November 5, 2007, the SOP 97-2 VSOE related
matters arose in connection with the audit of the Company's financial
statements for fiscal year 2006 (ended January 31, 2007) by the Company's
independent registered public accounting firm. Such evaluation is not part
of the investigations conducted by the Special Committee. Included in this
evaluation is a determination of VSOE of fair value for the various
elements of the Company's bundled hardware and software solutions and
associated services for earlier years as well.
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, July 31, 2007 and October 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 or as result of the Company's VSOE evaluation; 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 action and derivative lawsuits) and of governmental
investigations or proceedings arising out of or related to the Company's
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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; 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; the risk of declines 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 update or revise 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, April 30, 2007 and July 31, 2007.
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(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.
* As discussed above, the Company is currently in the process of audit
and review of its financial statements, including the evaluation of
the Company's revenue recognition based on the application of SOP
97-2 specifically related to VSOE. The analysis of these matters
requires the review of a large number of individual transactions
over several years, and the Company cannot estimate at this time the
impact on its previously issued financial statements or previously
issued results. Because the Company has not completed the
preparation of its consolidated financial statements for the
quarters ended October 31, 2006 and 2007, the Company is not in a
position at this time to provide any reasonable estimate of any
anticipated changes in results of operations from the quarter ended
October 31, 2006 to the quarter ended October 31, 2007.
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: December 10, 2007
COMVERSE TECHNOLOGY, INC.
By: /s/ Cynthia Shereda
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Name: Cynthia Shereda
Title: Executive Vice President
and General Counsel
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