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):
March 23,
2010
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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
7.01. Regulation
FD Disclosure.
Section
12(j) Proceeding
On
February 8, 2010, Comverse Technology, Inc. (the “Company”) reported on a
Current Report on Form 8-K that it had received a “Wells Notice” from the staff
of the Securities and Exchange Commission (the “SEC”), which provided
notification that the staff of the SEC intended to recommend that the SEC
institute an administrative proceeding against the Company to determine whether,
pursuant to Section 12(j) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), the SEC should suspend or revoke the registration of each
class of the Company’s securities registered under Section 12 of the Exchange
Act. Under the process established by the SEC, recipients of a Wells
Notice have the opportunity to make a Wells Submission before the SEC staff
makes a formal recommendation to the SEC regarding what action, if any, should
be brought by the SEC.
On
February 25, 2010, the Company submitted a Wells Submission to the SEC in
response to the Wells Notice dated February 4, 2010. On March 23,
2010, the SEC issued an Order Instituting Proceedings (the “OIP”) pursuant to
Section 12(j) of the Exchange Act to suspend or revoke the registration of the
Company’s common stock because the Company has not filed an annual report on
Form 10-K since April 20, 2005 or quarterly reports on Form 10-Q since December
12, 2005. An Administrative Law Judge will consider the evidence in
the Section 12(j) proceeding and has been directed in the OIP to issue an
initial decision within 120 days of service of the OIP. After the
Administrative Law Judge’s decision, either party may request the SEC to review
the facts and, thereafter, may appeal the decision to the Federal Circuit
Court.
The
Company continues to make significant progress in its efforts to become current
in its periodic reporting obligations under the Exchange Act as it has, among
other things, resolved a number of previously outstanding issues and recorded
adjustments to its financial statements. Ulticom, Inc., the Company’s
majority-owned publicly-traded subsidiary has become and continues to be
current. Verint Systems Inc., the Company’s other majority-owned publicly-traded
subsidiary, filed on March 17, 2010 its Annual Report on Form 10-K for the
fiscal years ended January 31, 2008, 2007 and 2006 and continues its efforts to
complete and file the remaining reports required for it to become current in its
periodic reporting obligations. The Company continues its progress
towards completion of its filings and intends to vigorously defend against the
possible suspension or revocation of the registration of its common
stock.
Filing
Timeline Update
As noted
above, the Company continues to make significant progress in its efforts to
become current in its periodic reporting obligations under the Exchange
Act. However, the Company continues to experience certain challenges
associated with the preparation of an annual report covering four fiscal years,
which are causing delays in achieving certain milestones in the timeline
previously disclosed by the Company in its Current Report on Form 8-K furnished
to the SEC on February 3, 2010. These include:
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·
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difficulties
in obtaining accurate information and documentation relating to
transactions dating back several
years;
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the
ongoing need to record adjustments in prior fiscal years (e.g., reserves
previously recorded based on estimates) to properly account for subsequent
events;
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the
complexity in determining tax provisions with respect to adjustments to
pre-tax income impacting multiple fiscal years and involving numerous
foreign jurisdictions; and
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material
weaknesses in internal control over financial reporting relating to key
financial processes, including revenue recognition, stock option
accounting, accounting for income taxes, and financial statements close
processes.
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The
Company currently expects to file its comprehensive Annual Report on Form 10-K
for the fiscal years ended January 31, 2009, 2008, 2007 and 2006 within several
months and the other quarterly and annual reports required for it to become
current in its periodic reporting obligations as soon as practicable
thereafter. The Company’s ability to meet this general timeframe
remains dependent upon the achievement of certain milestones in the Company’s
reporting and disclosure processes.
In
accordance with General Instruction B.2., the foregoing information is furnished
pursuant to Item 7.01 and shall not be deemed “filed” for the purposes of
Section 18 of the Exchange Act, or otherwise subject to the liabilities of that
Section. The information disclosed under Item 7.01 of this Current Report on
Form 8-K shall not be incorporated by reference into any registration statement
or other document pursuant to the Securities Act of 1933, as amended, except as
shall be expressly set forth by a specific reference in such
filing.
This
Current Report on Form 8-K contains certain statements that constitute
“forward-looking statements” under the Private Securities Litigation Reform Act
of 1995. There are numerous risks and uncertainties that could cause
actual results and the timing of events to differ materially from those
anticipated by the forward-looking statements in this Current Report on Form
8-K. Such risks and uncertainties may give rise to future claims and
increase exposure to contingent liabilities. Specifically, this
Current Report on Form 8-K includes a forward-looking statement regarding the
Company’s intention to vigorously defend against the possible suspension or
revocation of the registration of its common stock. The risks and
uncertainties arise from the Company’s inability, at this time, to predict the
outcome of the Section 12(j) administrative proceedings or of any available
appeals that may follow; consequently, should the registration of the Company’s
common stock be suspended or revoked, brokers, dealers and other market
participants would be prohibited from buying, selling, making market in,
publishing quotations of or otherwise effecting transactions with respect to
such common stock and, as a result, public trading of the Company’s common stock
would cease and investors would find it difficult to acquire or dispose of the
Company’s common stock or obtain accurate quotations of the Company’s common
stock, which could result in a significant decline in the value of the Company’s
common stock, and the Company’s business may be adversely impacted, including,
without limitation, an adverse impact on the Company’s ability to issue stock to
raise equity capital, engage in business combinations or provide employee
incentives. In addition, the ability of the Company to complete its
efforts to become current in its periodic reporting obligations under the
Exchange Act is subject to risks and uncertainties, including the
ineffectiveness of the Company’s disclosure controls and procedures resulting in
its inability to file its periodic reports under the federal securities laws in
a timely manner due to material weaknesses and significant deficiencies in
internal control over financial reporting and the potential that the Company may
be unable to effectively implement appropriate remedial measures in a timely
manner; the continuation of material weaknesses or the discovery of additional
material weaknesses in the Company’s internal control over financial reporting
and any delay in the implementation of remedial measures; and the ability of the
Company’s subsidiaries to provide it with their financial information
timely.
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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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Date: March
24, 2010
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By: /s/ Stephen M. Swad
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Name:
Stephen M. Swad
Title:
Executive Vice President and Chief Financial Officer
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