UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_____________________
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported):
December
31, 2009
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COMVERSE
TECHNOLOGY, INC.
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(Exact
name of registrant as specified in its
charter)
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NEW
YORK
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0-15502
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13-3238402
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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810
Seventh Avenue,
New York,
New York
10019
(Address
of Principal Executive Offices)
(Zip
Code)
Registrant’s
telephone number, including area code: (212) 739-1000
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
[
] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[
] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[
] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[
] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item
8.01 Other
Events.
On June
18, 2009, Comverse Technology, Inc. (the “Company”) disclosed that, in
connection with its settlement with the United States Securities and Exchange
Commission (the “SEC”), the Company consented to the entry of a final judgment
under which it agreed, among other things, to be in compliance with its periodic
reporting obligations by February 8, 2010.
Verint
Systems Inc., a majority-owned, consolidated subsidiary of the Company
(“Verint”), today announced that there is a substantial risk that it will not
complete all of the filings, which include its comprehensive Annual Report on
Form 10-K covering the fiscal years ended January 31, 2008, 2007, and 2006, its
Annual Report for the fiscal year ended January 31, 2009 and its Quarterly
Reports on Form 10-Q for the first three quarters of fiscal year ended January
31, 2010, by its previously disclosed expected completion date of January 29,
2010.
While
Comverse Technology has made significant progress in the completion of its
financial statements and continues to work diligently to complete its Annual
Report on Form 10-K covering the fiscal years ended January 31, 2009, 2008, 2007
and 2006 and its Quarterly Reports on Form 10-Q for the first three quarters of
fiscal year ended January 31, 2010, there is substantial risk that the Company
will not complete all such filings by February 8, 2010. The risk of
delay arises from the Company’s dependency on the receipt of financial
information from Verint as well as the completion of its other reporting and
disclosure processes required to meet its periodic reporting
obligations.
This
Current Report on Form 8-K 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. Important factors that could affect the statements
contained herein include: the results of the investigations of the Special
Committee of the Board of Directors concluded on January 28, 2008, of matters
relating to the Company’s stock option grant practices and other accounting
matters; the results of the Audit Committee’s investigation and any governmental
investigations or proceedings arising out of potentially unlawful payments made
in foreign jurisdictions in connection with the sale of certain products; 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 investigations or as
result of the Company’s evaluation of the application of U.S. GAAP in connection
with the recognition of revenue; the risk of violating a court order if the
Company is unable to file certain periodic reports on or before February 8, 2010
or if the Company does not file periodic reports in a timely manner after that
date and any resulting legal proceedings that may be initiated by the SEC to
hold the Company in contempt of court or to revoke the registration of its
common stock under Section 12(j) of the Exchange Act; litigation, including the
pending securities class action (the settlement of which is subject to court
approval) and other litigation related to the results of the Special Committee
investigations and the restatement of the Company consolidated financial
statements and potential liability for a substantial damage award and
indemnification obligations; and the discovery of material weaknesses and the
implementation of remedial measures. The Company undertakes no commitment to
update or revise forward-looking statements except as required by
law.
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.
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COMVERSE
TECHNOLOGY, INC.
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Date: December
31, 2009
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By: /s/ Andre
Dahan
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Name: Andre
Dahan
Title:
President and Chief Executive Officer
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