SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): August 20, 1997
Comverse Technology, Inc.
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(Exact name of registrant as specified in its charter)
New York 0-15502 13-3238402
(State or Other (Commission File (IRS Employer
Jurisdiction Number) Identification Number)
of Incorporation)
170 Crossways Park Drive, Woodbury, New York 11797
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(Address of principal executive offices) (Zip Code)
(516) 677-7200
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(Registrant's telephone number, including area code)
None
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
Comverse Technology, Inc., a New York corporation ("Comverse"), and
Boston Technology, Inc., a Delaware corporation ("BT"), have entered into
an Agreement and Plan of Merger dated as of August 20, 1997 (the "Merger
Agreement"). The Merger Agreement provides for the merger of BT with and
into Comverse (the "Merger"). In the Merger, each share of common stock,
par value $.001 per share, of BT that is issued and outstanding prior to
the effective time of the Merger will be converted into the right to
receive 0.65 of a share of common stock, par value $.10 per share, of
Comverse. The Merger is subject to regulatory approval, approval by the
stockholders of Comverse and BT and various other conditions, and is
expected to be completed by the end of 1997.
Attached and incorporated herein by reference as Exhibit 2.1 and
Exhibit 99.1 respectively, are copies of (1) the Merger Agreement and (2) a
joint press release of Comverse and BT announcing the execution of the
Merger Agreement.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(a) Financial Statements of Business Acquired.
Not Applicable.
(b) Pro Forma Financial Information.
Not Applicable.
(c) Exhibits.
See the Index to Exhibits attached hereto.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Comverse Technology, Inc.
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(Registrant)
Date: August 22, 1997 By: /s/ William F. Sorin
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(Signature)
Name: William F. Sorin
Title: Corporate Secretary
EXHIBIT INDEX
Exhibit Description Page
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2.1 Agreement and Plan of Merger dated as of August
20, 1997 between Comverse Technology, Inc. and
Boston Technology, Inc. (the "Merger Agreement").
99.1 Press Release dated August 21, 1997 announcing the
execution of the Merger Agreement between Comverse
Technology, Inc. and Boston Technology, Inc.