COMVERSE TECHNOLOGY INC/NY/ (Form: S-3, Filing Date: 04/28/1999)

SECURITIES AND EXCHANGE COMMISSION

FORM S-3 Registration statement for specified transactions by certain issuers

Filing Date: 1999-04-28 SEC Accession No. 0000909518-99-000267

(HTML Version on secdatabase.com)

FILER COMVERSE TECHNOLOGY INC/NY/ Mailing Address Business Address 170 CROSSWAYS PARK 170 CROSSWAYS PARK DR CIK:803014| IRS No.: 133238402 | State of Incorp.:NY | Fiscal Year End: 1231 DRIVE WOODBURY NY 11797 Type: S-3 | Act: 33 | File No.: 333-77221 | Film No.: 99603215 170 CROSSWAYS PARK 5166777200 SIC: 3661 Telephone & telegraph apparatus DRIVE WOODBURY NY 11797

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document As filed with the Securities and Exchange Commission on April 28, 1999 Registration No. 333- ======

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------

FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

COMVERSE TECHNOLOGY, INC. (Exact Name of Registrant as Specified in its Charter)

NEW YORK 13-3238402 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification Number)

170 CROSSWAYS PARK DRIVE WOODBURY, NEW YORK 11797 (516) 677-7200 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices)

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KOBI ALEXANDER PRESIDENT, CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER C/O COMVERSE TECHNOLOGY, INC. 170 CROSSWAYS PARK DRIVE WOODBURY, NEW YORK 11797 (516) 677-7200 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

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Copies to:

WILLIAM F. SORIN, ESQ. STEPHEN M. BESEN, ESQ. 823 PARK AVENUE WEIL, GOTSHAL & MANGES LLP NEW YORK, NEW YORK 10021 767 FIFTH AVENUE (212) 249-0732 NEW YORK, NEW YORK 10153 (212) 310-8000

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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: At such time or times after the Registration Statement becomes effective as the Selling Holders may determine.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. |_|

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. |X|

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |_|

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document registration statement number of the earlier effective registration statement for the same offering. |_|

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. |_|

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CALCULATION OF REGISTRATION FEE

(1) Plus such indeterminate number of shares pursuant to Rule 416 as may be issued in respect of stock splits, stock dividends and similar transactions.

(2) Pursuant to Rule 457 under the Securities Act of 1933, the proposed maximum aggregate offering price and the registration fee are based upon the average of the high and low prices per share of the Registrant's Common Stock reported on the Nasdaq National Market on April 22, 1999.

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The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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NYFS11...:\94\37994\0003\2450\FRM3119P.55G

The information contained in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell nor is it seeking an offer to buy these securities in any state where the offer or sale is not permitted. ------

SUBJECT TO COMPLETION, DATED APRIL 28, 1999

PROSPECTUS

133,333 SHARES

COMVERSE TECHNOLOGY, INC.

COMMON STOCK

The shareholders identified in this Prospectus are offering to sell up to 133,333 shares of Common Stock of Comverse Technology, Inc. Comverse will not receive any of the proceeds from such sales.

The selling shareholders propose to sell the shares from time to time in private or public transactions occurring either on or off the Nasdaq National

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Market at prevailing market prices or at negotiated prices. Sales may be made directly to purchasers or through brokers or to dealers, who are expected to receive customary commissions or discounts.

The selling shareholders and participating brokers and dealers may be deemed to be "underwriters" within the meaning of the Securities Act of 1933, as amended, in which event any profit on the sale of shares by those selling shareholders and any commissions or discounts received by those brokers or dealers may be deemed to be underwriting compensation under the Securities Act.

Comverse's Common Stock is traded on the Nasdaq National Market under the symbol "CMVT". On April 22, 1999, the closing price of the Common Stock was $63.25 per share.

YOU SHOULD CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE 5 BEFORE MAKING A DECISION TO PURCHASE OUR STOCK.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

PROSPECTUS DATED APRIL 28, 1999

YOU SHOULD ONLY RELY ON THE INFORMATION INCORPORATED BY REFERENCE OR PROVIDED IN THIS PROSPECTUS OR ANY SUPPLEMENT. WE HAVE NOT AUTHORIZED ANYONE ELSE TO PROVIDE YOU WITH DIFFERENT INFORMATION. THE COMMON STOCK IS NOT BEING OFFERED IN ANY STATE WHERE THE OFFER IS NOT PERMITTED. YOU SHOULD NOT ASSUME THAT THE INFORMATION IN THIS PROSPECTUS OR ANY SUPPLEMENT IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE FRONT OF SUCH DOCUMENT.

TABLE OF CONTENTS PAGE

About This Prospectus...... 2 Where You Can Find More Information...... 2 The Company...... 4 Risk Factors...... 5 Recent Developments...... 12 Use of Proceeds...... 12 Selling Shareholders...... 12 Description of Capital Stock...... 14 Plan of Distribution...... 15 Legal Matters...... 16 Experts...... 16

ABOUT THIS PROSPECTUS

This Prospectus is a part of a registration statement (the "Registration Statement") that we have filed with the Securities and Exchange Commission (the "SEC") utilizing a "shelf registration" process. You should read both this Prospectus and any supplement together with additional information described under "Where You Can Find More Information."

All references in this Prospectus to "Comverse," the "Company," "we," "us," or "our" mean Comverse Technology, Inc., including the entities acquired by the Company and its other directly and indirectly owned subsidiaries.

WHERE YOU CAN FIND MORE INFORMATION

Comverse files annual, quarterly and special reports, proxy statements and other information required by the Securities Exchange Act of 1934, as amended

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (the "Exchange Act"), with the SEC. You may read and copy any document we file at the SEC's public reference rooms located at 450 5th Street, N.W., Washington, D.C. 20549, at Seven World Trade Center 13th Floor, New York, New York 10048 and at Northwest Atrium Center, 5000 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. Our SEC filings are also available to the public from the SEC's web site at: http://www.sec.gov.

Comverse has filed with the SEC a registration statement on Form S-3 under the Securities Act, as amended (the "Securities Act"), with respect to the Common Stock. This Prospectus, which constitutes a part of the Registration Statement, does not include all the information contained in the Registration Statement and its exhibits. For further information with respect to Comverse and the Common Stock, you should consult the Registration Statement and its exhibits. Statements contained in this Prospectus concerning the provisions of any documents are necessarily summaries of those documents, and each statement is qualified in its entirety by reference to the copy of the document filed with the SEC. The Registration Statement and any of its amendments, including exhibits filed as a part of the Registration Statement or an amendment to the Registration Statement, are available for inspection and copying through the entities listed above.

The SEC allows us to "incorporate by reference" the documents that we file with the SEC. This means that we can disclose important information to you by referring you to those documents. Any information we incorporate in this manner is considered part of this Prospectus. Any information we file with the SEC after the date of this Prospectus and until this offering is completed will automatically update and supersede the information contained in this Prospectus.

We incorporate by reference the following documents that we have filed with the SEC and any filings that we will make with the SEC in the future under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act until this offering is terminated:

o Annual Report on Form 10-K for the year ended January 31, 1999; and

o Description of Comverse's Common Stock contained in its registration statement on Form 8-A filed with the SEC on March 17, 1987, as amended.

We will provide without charge to each person to whom a copy of this Prospectus is delivered, upon written or oral request, a copy of any or all of the documents which are incorporated by reference into this Prospectus except the exhibits to such documents (unless such exhibits are specifically incorporated by reference in such documents). Requests for copies should be directed to: Comverse Technology, Inc., Attention: Vice President, Corporate and Marketing Communications, 170 Crossways Park Drive, Woodbury, NY 11797, telephone number (516) 677-7200.

THE COMPANY

Because this is a summary, it does not contain all the information about Comverse that may be important to you. You should read the more detailed information and the financial statements and related notes which are incorporated by reference in this Prospectus.

Comverse manufactures and markets special-purpose computer and telecommunications systems and software for multimedia communications and information processing applications. Our products are used in a broad range of applications by wireline and wireless telephone network operators, government agencies, call centers, financial institutions and other public and commercial

Our products include multimedia messaging and information processing systems and software that support enhanced services offerings by telephone companies and other providers of telecommunications services. Our products enable these organizations to provide their customers with a variety of integrated, revenue-generating services, such as personalized call answering, voice mail, fax mail, unified multimedia messaging, Internet messaging, pre-paid calling, short text messaging, interactive voice response and audiotext services that are typically offered by service provider organizations to their customers, often on a subscription or pay-per-call basis.

We also manufacture multiple channel, multimedia digital monitoring systems for recording, surveillance and information gathering and analysis activities of law enforcement and intelligence agencies, and digital recording systems used by financial services companies, emergency services providers and call center operations, among others, for transaction verification and training purposes.

Comverse offers a variety of telecommunications software products, including products that are integrated with our systems and products that work in combination with other systems to support "intelligent network" and "advanced intelligent network" applications, such as 800 number translation, Internet routing, short text messaging, local number portability, cellular roaming and emergency "911" services, as well as "interactive voice response" based enhanced services, such as virtual private network, network announcement, customer service/customer care, operator-free collect calling, call forwarding and directory services.

Comverse was incorporated in New York in October 1984. Our principal executive offices are located at 170 Crossways Park Drive, Woodbury, New York 11797, and our telephone number is (516) 677-7200.

For additional information relating to our business, operations, properties, certain acquisitions and other matters, see the documents referred to above under "Where You Can Find More Information."

RISK FACTORS

Before purchasing any shares, you should carefully consider the following risk factors in addition to the other information contained and incorporated by reference in this Prospectus. Certain statements in this Prospectus and in documents incorporated by reference in this Prospectus are forward-looking and are identified by the use of forward-looking words or phrases such as "plan," "planned," "intend," "intended," "will be positioned," "expect," is or are "expected," "anticipate" and "anticipated." These forward-looking statements reflect only our current expectations. To the extent any of the information contained or incorporated by reference in this Prospectus constitutes a "forward-looking statement" as defined in Section 27A(i)(1) of the Securities Act, the following risk factors are cautionary statements identifying important factors that could cause actual results to differ materially from those in the forward-looking statement.

MANAGEMENT OF GROWTH AND ACQUISITIONS

Comverse has grown rapidly over the past decade and continues to experience rapid growth in its operations, both through internal expansion and acquisitions of other companies. Our future success will depend in part on our ability to manage growth effectively. As the Company's operations expand worldwide, management issues are likely to become more complex and challenging. We also regularly examine opportunities to acquire other companies or lines of business. Acquisitions present a number of significant financial, operational and legal risks. It can also be difficult to combine the operations of an acquired business with our own, without suffering the loss of key personnel, customers or distributors. During 1998, we merged with Boston Technology, Inc. ("Boston Technology"). As a result of its significantly greater concentration on

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document a small number of telephone company customers, Boston Technology's business has historically been considerably more volatile than ours, and the operations of Comverse following the merger may be less predictable and subject to greater risks from actions of individual customers than our operations prior to the merger. If Comverse fails to manage its growth effectively, future operations and financial results will be adversely affected.

EMPHASIS ON LARGE SYSTEMS

Our business has, to a significant extent, been based on contracts for large, high capacity systems, and we continue to emphasize these systems in our product development and marketing plans. Users of high-capacity systems, such as telephone companies, require systems that provide an exceptionally high level of reliability. Such systems are typically more costly to design, build and support. Contracts for large installations typically involve a lengthy and complex bidding and selection process, and our ability to obtain particular contracts is difficult to predict. In addition, the timing and scope of these opportunities and the pricing and margins associated with any eventual contract award are difficult to forecast, and may vary substantially from transaction to transaction. Comverse's traditional dependence on large orders, and the investment required to enable us to perform such orders, without assurance of continuing order flow from the same customers and predictability of gross margins on any future orders, increase the risk associated with our business.

TECHNOLOGICAL CHANGE AND COMPETITION

The telecommunications industry is undergoing rapid technological changes, and our continued success will depend on our ability to enhance our existing products and to introduce new products on a timely and cost-effective basis. Comverse's products utilize complex hardware and software technology that performs critical functions to highly demanding standards. The greater the complexity of our products, the greater is the risk of future performance problems or delays in product introductions, which could damage our business and financial results.

We sell a majority of our products to telephone companies and other telecommunication services providers. The telecommunications services industry is undergoing significant change as a

5 result of deregulation and privatization worldwide. Our business can be seriously affected by unforeseen changes in the competitive or regulatory environment in our various markets. Our business is extremely competitive, and we expect competition to continue to intensify. Our existing competitors will continue to present substantial competition, and other companies, many with considerably greater financial, marketing and sales and other resources, may enter our markets in the future.

The telecommunications industry has experienced a continuing evolution of product offerings and alternatives for delivery of services. These trends have affected and may be expected to have a significant continuing influence on conditions in our markets. Rapid and significant change makes planning decisions more difficult and increases the risk inherent in the planning process.

RISKS OF GOVERNMENT BUSINESS

Many of our sales are made to customers that are owned or controlled by governments or government instrumentalities. Government business is, in general, subject to special risks, such as delays in funding; termination of contracts or subcontracts for the convenience of the government; termination, reduction or modification of contracts or subcontracts in the event of changes in the government's policies or as a result of budgetary constraints; obligations of performance guarantees and restrictions on the draw-down of funds subject to achievement of performance milestones; requirements to obtain and maintain security clearances for operating subsidiaries and key personnel; and increased or unexpected costs resulting in losses or reduced profits under fixed price contracts. The special risks associated with government contracts could have a material adverse effect on our future business and financial performance.

The market for telecommunications monitoring systems, which are primarily sold to government customers, is in a period of significant transition.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Budgetary constraints, uncertainties resulting from the introduction of new technologies in the telecommunications industry and shifts in the pattern of government expenditures resulting from geopolitical events have increased uncertainties in this industry, resulting in certain instances in the attenuation of government procurement programs beyond their originally expected performance periods and an increased incidence of delay, cancellation or reduction of planned projects. The delay and uncertainties surrounding the Communications Assistance for Law Enforcement Act have had a significant negative impact on purchasing plans of law enforcement agencies in North America engaged in monitoring activities. Our ability to obtain government orders in particular instances may also be affected by decisions of potential government customers to develop their own products or technical solutions internally, rather than through the use of outside suppliers, and by decisions of government contractors and systems integrators to bid on individual government procurement opportunities. The lack of predictability in the timing and scope of government procurements has made planning decisions more difficult and has increased the associated risks.

INTERNATIONAL OPERATIONS

A significant portion of our sales are made to customers outside of the United States. International transactions involve particular risks, including political decisions affecting tariffs and trade conditions, rapid and unforeseen changes in economic conditions in individual countries, turbulence in foreign currency and credit markets, and increased costs resulting from lack of proximity to the customer. Our products must be designed to meet the regulatory standards of foreign markets, and any inability to obtain foreign regulatory approvals can cause us to lose sales opportunities. In addition, international sales frequently require special features and customization to satisfy local market conditions, and certain international customers may require longer payment terms than we typically provide.

Volatility in international currency exchange rates may have an impact on our operating results. Comverse has significant contracts payable in foreign (primarily Western European and

Japanese) currencies. As a result of the unpredictable timing of purchase orders and payments under such contracts and other factors, it is often not practicable for us to effectively hedge the risk of significant changes in currency rates during the contract period. Since Comverse engages in currency hedging only to a limited extent, our financial results can be affected by the impact of currency fluctuations in any particular period, as well as the cost of such hedging activities that we do perform.

In the past few years, we have made significant sales to customers in Japan, China, Taiwan and other countries in the Far East and Southeast Asia. The economic downturn in this region has significantly reduced the demand for our systems in certain countries. If regional economic conditions fail to improve, our operating results could be more seriously affected in the future. Moreover, our future operating results will be adversely affected should current economic instability result in more widespread slowdown or recessionary conditions in other major world markets, or in severe trade or currency disruptions.

SUBSTANTIAL LEVERAGE

Comverse has a significant amount of indebtedness outstanding. As of January 31, 1999, our total consolidated long-term liabilities were approximately $424.4 million. The amount of debt carried by Comverse can affect our business in a variety of ways, such as (i) limiting our ability to obtain any necessary additional financing in the future on reasonable terms, or at all; (ii) requiring the dedication of a substantial portion of our cash flow from operations to debt service payments, making it unavailable for other purposes; (iii) limiting our flexibility in operating, or reacting to changes in, our business; (iv) placing us at a competitive disadvantage to certain of our competitors; and (v) making us more vulnerable to downturns in our business.

CASH MANAGEMENT AND INVESTMENT ACTIVITIES

Comverse holds a significant portion of its assets in a variety of financial instruments, including government obligations, commercial paper,

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document medium-term notes, bank time deposits, money-market accounts, common and preferred stocks and convertible debt obligations. Decisions as to our financial holdings are made both for purposes of cash management and, to some extent, as strategic and portfolio investments. These activities subject Comverse to risks inherent in the capital markets generally, and to the performance of other businesses over which we have no direct control. Through ComSor Investment Fund N.V., a company we formed in partnership with Quantum Industrial Holdings Ltd., an investment company managed by Soros Fund Management LLC, we engage in investment activities including venture capital investments in high technology firms, primarily located in Israel. Comverse also engages in direct strategic and capital management investment activities for its own account.

We believe that Comverse's investments will enable it to participate in technology innovation opportunities in areas of interest to it without having to dedicate the capital and management resources that would be necessary for such participation through its own internal research and development efforts. Our objectives are also to initiate relationships that may result in eventual expansion of Comverse's product and marketing positions and potential acquisition opportunities, and to leverage Comverse's technological expertise and established relationships in the technology, business and financial communities to identify and participate in special opportunities. Investments in early-stage technology ventures, however, are subject to a number of risks associated with the limited operating history of such ventures and the frequent illiquidity of their securities. While we do not regard Comverse's portfolio and strategic investment activities as a primary element of its overall business plan, we expect to continue to allocate some of Comverse's liquid assets for these purposes and, in particular, to increase our holdings in technology companies as part of Comverse's long-term growth strategy. Since Comverse maintains a significant amount of liquid assets relative to our overall size, our financial results in the future may, to a greater degree than in the past, be affected by the results of our capital management and investment activities and the risks associated with those activities.

SUBSIDIARY OPERATIONS

Substantially all of Comverse's operations are conducted through subsidiaries. We are limited by contract in the amount of dividends Comverse can receive from one of its subsidiaries in Israel to 75% of their net income. In addition, because Comverse's Israeli subsidiaries have received certain benefits under the laws relating to "Approved Enterprises" (described in the following paragraph), the payment of dividends to Comverse may subject those subsidiaries to certain Israeli taxes to which they would otherwise not be subject. Our Israeli subsidiaries are required under Israeli law to withhold for tax purposes, at a rate of up to 25%, cash dividends paid to foreign residents. Under the United States-Israel Tax Treaty, a 12.5% Israeli dividend withholding tax would apply to dividends paid to a U.S. corporation (such as Comverse) that owns 10% or more of an Israeli company's voting stock for, in general, the current and preceding tax years of the Israeli company. Dividends on income derived from an "Approved Enterprise" are subject to a 15% dividend withholding tax. Comverse has also granted options to certain of its officers and employees to purchase equity in certain of its subsidiaries; if such options are exercised, Comverse's participation in any earnings and future distributions by such subsidiaries will be reduced.

OPERATIONS IN ISRAEL; REDUCED GOVERNMENT SUBSIDIES

A significant portion of our research and development and manufacturing operations are located in Israel and may be affected by regulatory, political, military and economic conditions in that country. Comverse's historical operating results reflect substantial benefits from programs sponsored by the Israeli government for the support of research and development, as well as tax moratoriums and favorable tax rates associated with investments in approved projects ("Approved Enterprises") in Israel. The Israeli government has indicated its intention to re-examine certain of its policies in these areas.

Recently, the Israeli government acted to increase, from between 2% and 3% of associated product sales to 3% of associated product revenues (including service and other related revenues), the annual rate of royalties to be applied to repayment of benefits under a conditional grant program administered by the Office of the Chief Scientist of the Ministry of Industry and Trade, a program

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document in which we have regularly participated and under which we continue to receive significant benefits through reimbursement of up to 50% of qualified research and development expenditures. The repayment of amounts received under the program will be accelerated through these higher royalty rates until repayment is completed. Repayment of any amount received under programs which have been, or will be, approved by the Office of the Chief Scientist after January 1, 1999 will entail repayment of the amount received (calculated in U.S. dollars), plus interest on such amount at a rate equal to the 12-month LIBOR rate in effect at the time of the approval of the program. In addition, permission from the government of Israel is required for us to manufacture outside of Israel products resulting from research and development activities funded under these programs, or to transfer outside of Israel related technology rights. In order to obtain such permission, we may be required to increase the royalties to the applicable funding agencies and/or repay certain amounts received as reimbursement of research and development costs. The Israeli authorities have also indicated that this funding program will be further reduced significantly or eliminated in the future, particularly for larger companies such as Comverse.

The Israeli government has also shortened the period of the tax moratorium applicable to Approved Enterprises from four years to two years. Although this change has not affected the tax status of our projects that were eligible for the moratorium prior to 1997, it applies to the subsequent "Approved Enterprise" projects.

If further changes in the law or government policies regarding those programs were to result in their termination or adverse modification, or if Comverse were to become unable to participate in or take advantage of those programs, the cost of our operations in Israel would increase and there could be a material adverse effect on our operations and financial results. To the extent that Comverse

8 increases its activities outside Israel, which could result from, among other things, future acquisitions, such increased activities will not be eligible for programs sponsored by Israel.

Although Comverse's operations have not been adversely affected to date by political or military conditions in Israel, a disruption of our operations in Israel due to political, military or other conditions could have a material adverse effect on our operations and financial results.

General inflation in Israel and increases in the cost of attracting and retaining qualified scientific, engineering and technical personnel in Israel, where the demand for such personnel is growing rapidly with the expansion of high technology industries, have increased our cost of operations in Israel. These increases have not been offset in all periods by proportional devaluations of the Israeli shekel relative to the U.S. dollar and, as a result, have had a negative impact on Comverse's results of operations. Continued increases in our shekel-denominated costs without corresponding devaluation could have a material adverse effect on our future operating results.

DEPENDENCE ON KEY PERSONNEL; STOCK OPTIONS

Our future success will depend, to a considerable extent, on the contributions of senior management and key employees, many of whom would be difficult to replace, and on our Company's ability to attract and retain qualified employees in all areas of our business. Competition for such personnel is intense, particularly in the computer and telecommunications industries. In order to attract and retain talented and qualified personnel, and to provide incentives for their performance, Comverse has emphasized the award of stock options as an important element of its compensation program, including, in the case of certain personnel, options to purchase shares in certain of our subsidiaries. If such options are exercised, Comverse's participation in any future earnings or distributions by these subsidiaries will be reduced.

INCREASED EXPENDITURES ON OPERATIONS

We have significantly increased expenditures in all areas of our operations during recent years, and we plan to continue to make significant investment in the growth of our operations during future periods. The competitiveness of our products and our ability to take advantage of future

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document growth opportunities will depend upon our ability to enhance the range of features and capabilities of our existing product lines, develop new generations of products and expand our marketing, sales and product support capabilities. In many instances, we will have to make large expenditures for research and development and product marketing in anticipation of future market requirements that are uncertain and may undergo significant change prior to product introduction. The success of our efforts will depend, to a considerable extent, on our ability to anticipate future market requirements and successfully implement corresponding research and development and marketing programs on a timely basis.

PATENTS AND PROPRIETARY RIGHTS

Although we use what we believe to be customary and appropriate measures to protect Comverse's technology, these measures may not prove to be successful, and our competitors may be able to develop similar technology independently. Comverse currently holds eighteen United States patents and a number of foreign patents and periodically files additional applications for patents on various features of its products. No assurance can be given that claims allowed with respect to any current or future patents will prove to be sufficiently broad to protect our technology. In addition, no assurance can be given that our patents will not be challenged, invalidated or circumvented, or that the rights granted under the patents will provide significant benefits.

Comverse and its customers from time to time receive communications from third parties, including some of our competitors, alleging infringement by our products of certain of such parties'

9 patent rights. Although such communications are common in the computer and telecommunications industries, and we have in the past been able to obtain any necessary licenses on commercially reasonable terms, there can be no assurance that we would prevail in any litigation to enjoin our sale of any products on the basis of such alleged infringement, or that we would be able to license any valid patents on reasonable terms.

VOLATILITY OF SHARE PRICE

The trading price of Comverse's shares may be affected by the risk factors described in this Prospectus as well as prevailing economic and financial trends and conditions in the public securities markets. Share prices of companies in technology businesses tend to exhibit a high degree of volatility. Shortfalls in revenues or earnings from the levels anticipated by the public markets could have an immediate and significant adverse effect on the trading price of our shares in any given period. Such shortfalls may result from events that are beyond our immediate control, can be unpredictable and, since a significant proportion of our sales during each fiscal quarter often occurs in the latter stages of the quarter, may not be discernible until the end of a financial reporting period. These factors can contribute to the volatility of the trading value of our shares regardless of our long-term prospects. Comverse's revenues and earnings may be less predictable and more volatile than they have historically been as a result of the concentration of Boston Technology's business on a limited number of large customers. The trading price of our shares may also be affected by developments, including reported financial results and fluctuations in trading prices of the shares of other publicly-held companies in the computer and telecommunications industries generally, and in our industry in particular, which may not have any direct relationship with Comverse's business or prospects.

YEAR 2000 READINESS

Comverse has undertaken a comprehensive program to evaluate "Year 2000 compliance" of its products and systems. We consider a product to be "Year 2000 compliant" if the product, when used properly and in conformity with the product information supplied, will accurately store, display, process, provide and/or receive data from, into and between the twentieth and twenty-first centuries, including leap year calculations, provided that all other products used in combination with the product properly exchange date data with it.

Although we believe that our current products generally either are, or upon the completion of current modification programs will be, Year 2000

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document compliant, no assurance can be given that our Year 2000 compliance efforts will prove to be fully successful or that unanticipated costs and problems will not be encountered in such efforts. In addition, we have determined that older generations of certain of our products are not and cannot, without unreasonable effort and expense, be made Year 2000 compliant. The costs incurred to date related to the Year 2000 compliance program have been less than $5 million. The program is expected to continue through fiscal 1999, but is not anticipated to have a material adverse effect on our business or financial results.

It is possible that widespread litigation may be brought in the future against vendors of products that are unable to properly manage data related to the Year 2000. Our customer agreements typically contain provisions designed to limit generally our liability for customer claims. It is possible, however, that these measures will not provide protection from Year 2000 liability claims, as a result of existing or future laws or unfavorable judicial decisions. Any such claims could affect our business, financial condition and results of operations, and result in increased warranty costs, customer satisfaction issues and potential legal damages.

We have also undertaken a comprehensive program to address Year 2000 readiness in our internal systems. This program has been designed to address our most critical internal systems first and to gather information regarding the Year 2000 compliance of products supplied to us and with which our products are integrated. We intend to have our critical internal systems in Year 2000

10 compliance by the end of the third quarter of 1999. These activities are intended to encompass all major categories of systems in use by Comverse, including manufacturing, engineering, sales, finance and human resources. We have communicated with our significant suppliers and financial institutions to determine the extent to which Comverse may be vulnerable to those third parties' failure to remedy their own Year 2000 concerns, and have received assurances of Year 2000 compliance from a number of those contacted. Most of the suppliers under existing contracts with Comverse have no contractual obligation to provide such information.

We currently expect that the total cost of our Year 2000 readiness programs during the current fiscal year will not exceed $5,000,000. This cost estimate does not include potential costs related to any legal claims or the costs of internal software or hardware replaced in the normal course of business. The total cost estimate is based on the current assessment of Comverse's Year 2000 readiness needs and is subject to change as the projects proceed.

While we currently expect that the Year 2000 issue will not pose significant operational problems, failure to fully identify all Year 2000 dependencies in our systems and in the systems of our suppliers, customers and financial institutions could have material adverse consequences, including delays in the delivery or sale of products. We have under consideration various contingency plans which will be developed as needed to assure continuing operations in the event such problems arise.

RECENT DEVELOPMENTS

On April 15, 1999, Comverse completed a three-for-two split of its Common Stock which was effected by way of a 50% stock dividend paid on the Comverse shares to record holders of such shares on March 31, 1999. All numbers of Comverse shares contained in this Prospectus have been adjusted to reflect the

On February 26, 1999, Comverse acquired Amarex Technology, Inc. ("Amarex"). This acquisition was effected through the merger of a wholly-owned subsidiary of Comverse with and into Amarex (the "Merger") and has been accounted for as a pooling of interests. In connection with the Merger, former stockholders of Amarex received an aggregate of 346,007 shares of the Company's Common Stock, which shares represent approximately 0.5% of the outstanding Common Stock of the Company as of April 22, 1999. In addition, upon consummation of the Merger, Comverse assumed the obligations of Amarex under two warrants (the "Warrants") issued by Amarex to MCI Telecommunications Corporation ("MCI"). The Warrants are exercisable for, in aggregate, 46,825 shares of Comverse Common Stock. Amarex provides intelligent networks, advanced intelligent networks and customer service call center solutions for large, mission critical systems of its clients, which include established companies in the telecommunications industry and the financial industry.

USE OF PROCEEDS

The shares are being offered by this Prospectus only for the accounts of the selling shareholders identified in this Prospectus or any supplement or amendment hereto (the "Selling Shareholders"). We will not receive any proceeds from the sale of the shares. See "Selling Shareholders" below.

SELLING SHAREHOLDERS

The Selling Shareholders (except for MCI) obtained their Comverse shares when we acquired Amarex upon completion of the Merger on February 26, 1999. MCI will acquire its Comverse shares upon exercise of the Warrants. In connection with the Merger, we entered into a registration rights agreement (the "Registration Rights Agreement") with the former stockholders of Amarex, under which we agreed to register for sale up to one-quarter of the shares of Common Stock issued by Comverse to the former stockholders of Amarex in each of the Registration Statement of which this Prospectus forms a part and, upon demand, three separate and sequential registration statements. Under the Registration Rights Agreement, we agreed to keep the Registration Statement effective (subject to our right to require the Selling Shareholders to suspend their use of this Prospectus under certain circumstances), for as long as reasonably specified in the plan of distribution contained in this Prospectus. We have also agreed to bear certain related expenses and to indemnify each Selling Shareholder against certain liabilities, including liabilities arising under the federal securities laws. We have filed with the SEC the Registration Statement of which this Prospectus forms a part to enable the sale by the Selling Shareholders of their Comverse shares from time to time on the Nasdaq National Market, in privately negotiated transactions or otherwise, as more fully described under "Plan of Distribution" below.

The following table sets forth information with respect to the Selling Shareholders and the respective number of shares of Common Stock beneficially owned by each Selling Shareholder. Such information has been obtained from the Selling Shareholders. Because the Selling Shareholders may sell all or some portion of the shares of Common Stock covered under this Prospectus, no estimate can be given as to the amount of shares of Common Stock that will be held by the Selling Shareholders upon termination of any such sales. In addition, the Selling Shareholders identified below may have sold, transferred or otherwise disposed of all or a portion of their shares of Common Stock since the

12 date on which they provided the information regarding their shares in transactions exempt from the registration requirements of the Securities Act.

(1) Assumes that the Selling Shareholders sell all the shares of Common Stock offered hereby.

(2) The number of shares of Common Stock held by each Selling Shareholder named herein is less than 1% of the Company's outstanding Common Stock as of April 22, 1999.

(3) MCI is entitled to purchase these shares upon the exercise of the Warrants.

(4) Information concerning other Selling Shareholders will be set forth in supplements to this Prospectus from time to time, if required.

(5) Assumes that any other holders of Common Stock do not beneficially own any Common Stock other than the shares of Common Stock issued to such holders by the Company from time to time.

Prior to the Merger, Steven Silberstang, Charles G. Cooper and Bruce Macfarlane were directors and officers of Amarex. After the Merger, Steven Silberstang continues to serve as a director and the President and Chief Technology Officer of Amarex. In addition, for a period of six months following completion of the Merger, Charles G. Cooper and Bruce Macfarlane continue to provide transitional services to Amarex to support the orderly transition of Amarex to a subsidiary of the Company. MCI and/or its affiliates are customers of Amarex and of another subsidiary of Comverse. Except as disclosed above, none of the Selling Shareholders has, or within the past three years has had, any position, office or other material relationship with the Company or any of its predecessors or affiliates.

Generally, only Selling Shareholders identified in the foregoing table who beneficially own the shares of Common Stock set forth opposite their respective names may sell such shares pursuant to the Registration Statement of which this Prospectus forms a part. The Company may from time to time include additional Selling Shareholders in supplements or amendments to this Prospectus.

DESCRIPTION OF CAPITAL STOCK

The authorized capital stock of the Company consists of 100,000,000 shares of Common Stock, par value $.10 per share, and 2,500,000 shares of preferred stock, par value $.01 per share ("Preferred Stock"). As of April 22, 1999, there

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document were issued and outstanding 69,730,005 shares of Common Stock. As of January 31, 1999, 12,303,164 shares were reserved for issuance pursuant to outstanding options and warrants, 3,770,492 shares were reserved for issuance pursuant to the Company's 5 3/4% Convertible Subordinated Debentures due 2006 and 6,976,744 shares were reserved for issuance pursuant to the Company's 4 1/2% Convertible Subordinated Debentures due 2005. No shares of Preferred Stock have been issued to date.

All outstanding shares of Common Stock are fully paid and nonassessable. Holders of Common Stock have no preemptive, redemption or conversion rights, and are entitled to one vote for each share held on each matter submitted to a vote of shareholders. Cumulative voting for the election of directors is not permitted. Holders of the Common Stock are entitled to receive ratably such dividends as may be declared by the Board of Directors out of funds legally available therefor, subject to the rights and preferences of the holders of any Preferred Stock. On liquidation of the Company, after payment of all indebtedness and the liquidation preference to holders of any Preferred Stock, the assets of the Company will be distributed pro-rata to the holders of the Common Stock.

The Company may issue the Preferred Stock in one or more series. The Board of Directors is authorized, without approval of shareholders, to determine, with respect to each series of Preferred Stock which may be issued, the powers, designations, preferences, and rights of the shares of such series and the qualifications, limitations, or restrictions thereof, including any dividend rate, redemption rights, liquidation preferences, sinking fund terms, conversion rights, voting rights and any other preferences or special rights and qualifications. The effects of any issuance of the Preferred Stock upon the rights of holders of the Common Stock depends upon the respective powers, designations, preferences, rights, qualifications, limitations and restrictions of the shares of one or more series of Preferred Stock as determined by the Board of Directors. Such effects might include dilution of the voting power of the Common Stock, the subordination of the rights of holders of Common Stock to share in the Corporation's assets upon liquidation, and reduction of the amount otherwise available for payment of dividends on Common Stock.

American Stock Transfer & Trust Company, New York, New York, serves as the transfer agent and registrar for the Common Stock.

PLAN OF DISTRIBUTION

The Selling Shareholders may sell the Comverse shares covered by this Prospectus from time to time at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. The Selling Shareholders may offer their shares for sale in one or more of the following transactions:

o on the Nasdaq National Market

o through the facilities of any national securities exchange or U.S. automated inter-dealer quotation system of a registered national securities association on which any of the Comverse shares are then listed, admitted to unlisted trading privileges or included for quotation

o in privately negotiated transactions, or

o in a combination of such methods of sale.

The Selling Shareholders may sell their shares directly, or indirectly through underwriters, broker-dealers or agents acting on their behalf, and in connection with such sales, the broker-dealers or agents may receive compensation in the form of commissions, concessions, allowances or discounts from the Selling Shareholders and/or the purchasers of the shares for whom they may act as agent or to whom they sell the shares as principal or both (which commissions, concessions, allowances or discounts might be in excess of customary amounts thereof). Sales will be made only through broker-dealers registered as such in a subject jurisdiction or in transactions exempt from such registration. We have not been advised of any definitive selling arrangement at

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document the date of this Prospectus between any Selling Shareholder and any broker-dealer or agent. We will not receive any of the proceeds from the sale of the shares by the Selling Shareholders.

In connection with the distribution of the Comverse shares, certain of the Selling Shareholders may enter into hedging transactions with broker-dealers. In connection with such transactions, broker-dealers may engage in short sales of the Comverse shares in the course of hedging the positions they assume with the Selling Shareholders. The Selling Shareholders may also sell the Comverse shares short and redeliver such shares to close out the short positions. The Selling Shareholders may also enter into option or other transactions with broker-dealers which require the delivery of the Comverse shares to the broker-dealer. The Selling Shareholders may also loan or pledge the Comverse shares to a broker-dealer and the broker-dealer may sell the shares so loaned, or upon a default, the broker-dealer may effect sales of the pledged shares.

The Selling Shareholders and any dealer acting in connection with the offering or any broker executing a sell order on behalf of a Selling Shareholder may be deemed to be "underwriters" within the meaning of the Securities Act, in which event any profit on the sale of shares by a Selling Shareholder and any commissions or discounts received by any such broker or dealer may be deemed to be underwriting compensation under the Securities Act. In addition, any such broker or dealer may be required to deliver a copy of this Prospectus to any person who purchases any of the shares from or through such broker or dealer.

Under the Registration Rights Agreement, Comverse is required to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and to take such further action as any holder of securities covered by the Registration Rights Agreements may reasonably request to enable such holder to sell his or her securities without registration, including making publicly available the information necessary to permit sales of the securities pursuant to Rules 144 and 144A under the Securities Act.

Under the Registration Rights Agreement and a registration agreement between MCI WORLDCOM, Inc. and Comverse, Comverse is required to bear all fees and expenses incurred in connection with the registration of the Comverse shares, except fees and expenses of the Selling Shareholders' counsel. Each of Comverse and the Selling Shareholders has agreed to indemnify the other against certain civil liabilities, including certain liabilities arising under the Securities Act and Exchange Act, or, in the case of the former stockholders of Amarex, to the extent such indemnification is unavailable or insufficient, to contribute to the amount paid or payable in connection therewith.

LEGAL MATTERS

Certain legal matters with respect to the validity of the securities offered hereby will be passed upon for the Company by William F. Sorin, attorney-at-law, 823 Park Avenue, New York, New York 10021. Mr. Sorin is an officer and director of the Company and the beneficial owner of 41,247 shares of Common Stock issuable upon the exercise of options granted by the Company.

EXPERTS

The consolidated financial statements of the Company and its subsidiaries as of January 31, 1998 and 1999 and for the years ended December 31, 1996 and 1997, and January 31, 1999, except for Boston Technology, Inc. and its subsidiaries for the year ended January 31, 1997, incorporated by reference herein from the Company's Annual Report on Form 10-K for the year ended January 31, 1999, have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report which is incorporated by reference herein. The consolidated financial statements of Boston Technology, Inc. and its subsidiaries (consolidated with those of the Company) for the year ended January 31, 1997 have been audited by PricewaterhouseCoopers LLP, independent public accountants, as stated in their report which is incorporated by reference herein from the Company's Annual Report on Form 10-K for the year ended January 31, 1999. The consolidated financial statements of the Company and its subsidiaries referred to above have been incorporated by reference herein in reliance upon the respective reports of such firms given their authority as experts in accounting and auditing.

------

YOU SHOULD RELY ONLY ON THE INFORMATION PROVIDED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS OR ANY SUPPLEMENT. WE HAVE NOT AUTHORIZED ANYONE ELSE TO PROVIDE YOU WITH ADDITIONAL OR 133,333 SHARES DIFFERENT INFORMATION. THE COMMON STOCK IS NOT BEING OFFERED IN ANY STATE WHERE THE OFFER IS NOT COMVERSE PERMITTED. YOU SHOULD NOT ASSUME TECHNOLOGY, INC. THAT THE INFORMATION IN THIS PROSPECTUS OR ANY SUPPLEMENT IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE FRONT OF SUCH DOCUMENT. COMMON STOCK

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TABLE OF CONTENTS PROSPECTUS April 28, 1999 Page ------About This Prospectus...... 2 Where You Can Find More Information...... 2 The Company...... 4 Risk Factors...... 5 Recent Developments...... 12 Use of Proceeds...... 12 Selling Shareholders...... 12 Description of Capital Stock...... 14 Plan of Distribution...... 15 Legal Matters...... 16 Experts...... 16

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The estimated amounts of the expenses of and related to the offering are as follows:

Registration Fee -- Securities and Exchange Commission $2,279.59 Accounting fees and expenses...... $3,000.00 Legal fees and expenses...... $5,000.00 Miscellaneous...... $0.00 ------

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Company has included in its Certificate of Incorporation, pursuant to Section 402(b) of the Business Corporation Law of the State of New York (the "Business Corporation Law"), a provision that no director of the Company shall be personally liable to the Company or its shareholders in damages for any breach of duty as a director, provided that such provision shall not be construed to eliminate or limit the liability of any director if a judgment or other final adjudication adverse to him establishes that his acts or omissions were in bad faith or involved intentional misconduct or a knowing violation of law, that he personally gained in fact a financial profit or other advantage to which he was not legally entitled or that his acts violated Section 719 of the Business Corporation Law.

The By-Laws of the Company further provide that the Company shall indemnify its directors and officers, and shall advance their expenses in the defense of any action for which indemnification is sought, to the full extent permitted by the Business Corporation Law and when authorized by resolution of the shareholders or directors of the Company or any agreement providing for such indemnification or advancement of expenses, provided that no indemnification may be made to or on behalf of any director or officer if a judgment or other final adjudication adverse to him established that his acts were committed in bad faith or were the result of active and deliberate dishonesty material to the cause of action so adjudicated, or that he personally gained in fact a financial profit or other advantage to which he was not legally entitled. The Company has entered into indemnity agreements with each of its directors and officers pursuant to the foregoing provisions of its By-Laws. The Company maintains insurance policies insuring each of its directors and officers against certain civil liabilities, including liabilities under the Securities Act.

ITEM 16. EXHIBITS.

Exhibit No. Description of Exhibit ------

3.1 Certificate of Incorporation of Registrant (incorporated by reference to Exhibit 4(A) to the Registrant's Registration Statement on Form S-1, Registration No. 33-9147).

3.2 Certificate of Amendment of Certificate of Incorporation of Registrant effective February 26, 1993 (incorporated by reference to Exhibit 4(A)(1) to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1992, File No. 0-15502).

3.3 Certificate of Amendment of Certificate of Incorporation of Registrant effective January 12, 1995 (incorporated by reference to Exhibit 4(A)(2) to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1994, File No. 0-15502).

3.4 By-laws of Registrant, as amended (incorporated by reference to Exhibit 4(B) to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1992, File No. 0-15502).

II-1

4.1 Specimen Common Stock certificate (incorporated by reference to Exhibit 4(C)(1) to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1992, File No. 0-15502).

5 Opinion of William F. Sorin.

10.1 Registration Rights Agreement, dated as of February 26, 1999, between the Registrant and Steven Silberstang, Charles G. Cooper, Bruce Macfarlane and the other persons referred to therein.

10.2 Registration Agreement, dated as of April 27, 1999, between MCI

23.1 Consent of William F. Sorin (included as part of Exhibit 5 hereto).

23.2 Consent of Deloitte & Touche LLP.

23.3 Consent of PricewaterhouseCoopers LLP.

24 Power of Attorney (included on signature pages).

ITEM 17. UNDERTAKINGS.

(a) The undersigned registrant hereby undertakes:

(1) to file, during any period in which offers or sales are being made hereunder, a post-effective amendment to this registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) to reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment hereto) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement;

(iii) to include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) will not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

(2) that, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-2

(3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement or amendment hereto to be signed on its behalf by the undersigned, thereunto duly authorized in the City of New York, State of New York, on April 28, 1999.

COMVERSE TECHNOLOGY, INC.

By: /s/ Kobi Alexander ------Kobi Alexander President, Chairman of the Board and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned constitutes and appoints each of KOBI ALEXANDER, WILLIAM F. SORIN and DAVID KREINBERG or any of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement (including all pre-effective and post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

SIGNATURE TITLE DATE ------

/s/ Kobi Alexander President, Chairman of the Board April 28, 1999 ------and Chief Executive Officer Kobi Alexander

/s/ Igal Nissim Chief Financial Officer April 28, 1999 ------(principal financing and Igal Nissim accounting officer)

/s/ Zvi Alexander Director April 28, 1999

/s/ Itsik Danziger Director April 28, 1999 ------Itsik Danziger

/s/ John H. Friedman Director April 28, 1999 ------John H. Friedman

/s/ Francis E. Girard Director April 28, 1999 ------Francis E. Girard

II-4

/s/ Sam Oolie Director April 28, 1999 ------Sam Oolie

/s/ William F. Sorin Secretary and Director April 28, 1999 ------William F. Sorin

/s/ Carmel Vernia Director April 28, 1999 ------Carmel Vernia

/s/ Shaula A. Yemini Director April 28, 1999 ------Shaula A. Yemini

II-5

INDEX TO EXHIBITS

Exhibit No. Description of Exhibit ------

3.1 Certificate of Incorporation of Registrant (incorporated by reference to Exhibit 4(A) to the Registrant's Registration Statement on Form S-1, Registration No. 33-9147).

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 3.4 By-laws of Registrant, as amended (incorporated by reference to Exhibit 4(B) to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1992, File No. 0-15502).

4.1 Specimen Common Stock certificate (incorporated by reference to Exhibit 4(C)(1) to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1992, File No. 0-15502).

5 Opinion of William F. Sorin.

10.1 Registration Rights Agreement, dated as of February 26, 1999, between the Registrant and Steven Silberstang, Charles G. Cooper, Bruce Macfarlane and the other persons referred to therein.

10.2 Registration Agreement, dated as of April 27, 1999, between MCI WORLDCOM, Inc. and the Registrant.

23.1 Consent of William F. Sorin (included as part of Exhibit 5 hereto).

23.2 Consent of Deloitte & Touche LLP.

23.3 Consent of PricewaterhouseCoopers LLP.

24 Power of Attorney (included on signature pages).

WILLIAM F. SORIN ATTORNEY-AT-LAW 823 PARK AVENUE NEW YORK, NEW YORK 10021 TELEPHONE: (212) 249-0732 FACSIMILE: (212) 249-5364

April 28, 1999

Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549-1004

Re: COMVERSE TECHNOLOGY, INC. ------

Ladies and Gentlemen:

I have acted as legal counsel to Comverse Technology, Inc., a New York corporation (the "Company"), in connection with the Registration Statement on Form S-3 (the "Registration Statement") filed by the Company with the Securities and Exchange Commission on the date hereof and relating to an offering of 133,333 shares of the Company's Common Stock, par value $.10 per share, to be offered for resale by the Selling Shareholders identified therein, compromising 86,508 issued and outstanding shares (the "Outstanding Shares") and 46,825 shares (the "Warrant Shares") issuable upon the exercise of common stock purchase warrants (the "Warrants").

In my capacity as legal counsel to the Company, I have examined originals or copies, certified or otherwise identified to my satisfactions of such documents, corporate records and other instruments as I have deemed necessary for the purpose of rendering this opinion. In the course of such examinations, I have assumed the genuineness of all documents submitted to me as originals and the conformity to originals and certified documents of all copies submitted to me as conformed copies.

Based upon and subject to the foregoing, I am of the opinion that the Outstanding Shares are, and the Warrant Shares, upon the exercise of the Warrants and payment of the exercise price thereunder, will be, validly issued, fully paid and nonassessable.

I hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement and the reference to me under the caption "Legal Matters" in the Prospectus contained therein. In giving the foregoing consent, I do not

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document thereby admit that I am within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulation of the Securities and Exchange Commission thereunder.

Very truly yours,

/s/ William F. Sorin

William F. Sorin

NYFS11...:\94\37994\0003\2450\FRM3119P.55G

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT dated as of February 26, 1999 (this "Agreement"), between Comverse Technology, Inc., a New York corporation (the "Company"), and Steven Silberstang, Charles G. Cooper, Bruce Macfarlane and any other Person listed on Schedule A hereto who from time to time agrees to become a party to this Agreement in accordance with the provisions hereof (Steven Silberstang, Charles G. Cooper, Bruce Macfarlane and each such other Person who becomes a party hereto is referred to herein as a "Stockholder" and collectively, the "Stockholders").

W I T N E S S E T H:

WHEREAS, the Stockholders were holders of shares of capital stock ("Amarex Stock") of Amarex Technology, Inc., a Delaware corporation ("Amarex"); and

WHEREAS, pursuant to an Agreement and Plan of Merger, dated as of February 26, 1999, among the Company, Comverse Acquisition Inc., a Delaware corporation and a wholly-owned subsidiary of the Company ("Sub"), Amarex and the Stockholders, Sub will be merged with and into Amarex, with Amarex being the corporation surviving from the merger (the "Merger"); and

WHEREAS, pursuant to the Merger, each share of Amarex Stock will be converted into the right to receive 1.75 shares of common stock, par value $.10 per share, of the Company ("Common Stock"); and

WHEREAS, upon consummation of the Merger, the Stockholders will receive shares of Common Stock in respect of the Amarex Shares theretofore owned by the Stockholders which will be subject to the provisions of Rule 145 under the Securities Act of 1933, as amended; and

WHEREAS, the Stockholders and the Company desire to set forth herein their agreement with respect to the registration rights, and certain other related covenants, applicable to the shares of Common Stock to be issued by the Company to the Stockholders upon consummation of the Merger.

NOW, THEREFORE, in consideration of the premises and the mutual obligations, covenants and agreements herein contained, the parties hereto agree as follows:

NYFS11...:\94\37994\0004\2179\AGR1209Y.37E

DEFINITIONS

1.1 Definitions. For purposes of this Agreement, the following terms shall have the meanings set forth below:

"Business Day" means any day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to close.

"Commission" means the Securities and Exchange Commission or any other similar or successor agency of the United States government administering the Securities Act.

"Effective Date" means the effective date of the Merger.

"Exchange Act" means the Securities Exchange Act of 1934, and any similar or successor federal statute, and the rules and regulations of the Commission thereunder, as in effect at the time.

"Offering" means the registration of the Company's securities under the Securities Act for sale to the public.

"Person" means a corporation, an association, a trust, a partnership, a limited liability company, a joint venture, an organization, a business, an individual, a government or political subdivision thereof, or a governmental body.

"Prospectus" means the prospectus included in any Registration Statement, together with and including any amendment or supplement to such prospectus, covering the Offering of any portion of the Registrable Securities covered by a Registration Statement, and all material incorporated by reference in such Prospectus.

"Registering Stockholder" means any Stockholder whose Registrable Securities are included in a Registration Statement filed pursuant to this Agreement.

"Registrable Securities" means the Shares except that a security will cease to be a Registrable Security when it (a) has been effectively registered under the Securities Act and disposed of in accordance with the Registration Statement covering it, (b) becomes saleable under, or is distributed to the public pursuant to, Rule 144 (or any similar rule then in force) under the Securities Act or (c) has otherwise been transferred by the Stockholder.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document "Registration Statement" means a registration statement filed by the Company with the Commission covering Registrable Securities.

"Securities Act" means the Securities Act of 1933, as amended, or any similar federal statute, together with the rules and regulations of the Commission promulgated thereunder, as in effect at the time.

"Shares" means the shares of Common Stock issued by the Company to the Stockholders upon consummation of the Merger, any shares of stock or other securities into which or for which such shares of Common Stock may be changed, converted or exchanged after the Effective Date, and any other shares or securities issued to the Stockholders after the Effective Date in respect of such shares of Common Stock (or such shares of stock or other securities into which or for which such shares are so changed, converted or exchanged) upon any reclassification, stock combination, stock subdivision, stock dividend, share exchange, merger, consolidation or similar transaction. The number of shares of Common Stock issued by the Company to each Stockholder upon consummation of the Merger is set forth on Schedule A annexed hereto.

"Stockholders Representative" has the meaning set forth in Section 5.3 hereof.

ARTICLE II

REGISTRATION RIGHTS

2.1 Initial Registration. The Company shall, as soon as reasonably practicable after the Effective Date, but in any event no later than 60 days after the Effective Date, prepare and file a Registration Statement on Form S-3 (or other appropriate form) (the "Initial Registration Statement") for an Offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act covering an Offering of such number of Registrable Securities, if any, then owned by the Stockholders not exceeding, in the aggregate, one-quarter (1/4) of the Shares. The number of Registrable Securities to be registered under the Initial Registration Statement shall be apportioned among the Stockholders in proportion to the number of Registrable Securities then held by each such Stockholder. The Company will use its best efforts to cause the Initial Registration Statement to be declared effective as soon as reasonably practicable after filing thereof with the Commission. Subject to Section 2.5 hereof, the Company will use its best efforts to keep the Initial Registration Statement effective for as long as reasonably specified in the plan of distribution contained therein.

2.2 Demand Registration. The Stockholders may, by the Stockholder Representative giving at least 60 days' prior written notice to the Company (the "Demand Notice"), make one demand during each of (i) the one year period commencing on the

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document first anniversary of the Effective Date, (ii) the one year period commencing on the second anniversary of the Effective Date and (iii) the one year period commencing on the third anniversary of the Effective Date (each, a "Demand Registration Period") that the Company prepare and file with the Commission during the Demand Registration Period in which the Demand Notice is given, and subject to Section 2.4 below, the Company shall prepare and file during such Demand Registration Period, a Registration Statement on Form S-3 (or other appropriate form) (a "Demand Registration Statement") for an Offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act. covering such number of Registrable Securities, if any, then owned by the Stockholders not exceeding, in the aggregate, one-quarter (1/4) of the Shares. The Stockholders shall not be entitled to make more than one demand during any Demand Registration Period, unless the Company and the Stockholder Representative agree otherwise; provided, however, that written notice of such demand may be given no earlier than 60 days prior to the commencement of the Demand Registration Period to which such demand relates. The number of Registrable Securities to be registered under any Demand Registration Statement shall be apportioned among the Stockholders in proportion to the number of Registrable Securities then held by each such Stockholder. Subject to Section 2.4 below, the Company shall use its best efforts to file such Demand Registration Statement as soon as reasonably practicable after the Company receives the Demand Notice, but in any event such Demand Registration Statement shall be filed no later than 60 days after the Company receives the Demand Notice. The Company will use its best efforts to cause any Demand Registration Statement to be declared effective as soon as reasonably practicable after the filing thereof with the Commission. Subject to Section 2.5 hereof, the Company will keep such Demand Registration Statement effective for as long as reasonably specified in the plan of distribution contained therein.

2.3 Company Participation. The Company may elect to register equity securities of the Company in any Registration Statement prepared hereunder or to participate in the Offering, by including any of its equity securities in such Registration Statement, by giving written notice of such election to the Stockholder Representative stating the number of equity securities proposed to be sold by the Company in the Offering (the "Other Securities").

2.4 Delay. The Company may delay the filing of any Demand Registration Statement if upon receipt of the Demand Notice (a) the Company notifies the Stockholders that it is contemplating filing a registration statement for a primary offering within 90 days of such demand, (b) the Company notifies the Stockholders that a material event has occurred or is likely to occur that has not been publicly disclosed that, if disclosed, would have a material adverse effect on the Company, or (c) the Company decides that the registration and offering could interfere with, or would require the Company to accelerate public disclosure of, any material financing, acquisition, disposition, corporate reorganization or other material transaction involving the Company or its subsidiaries. In the case of clause (a) of this subsection, the Company will use its best efforts, as soon as

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document practicable, upon the earlier of the Company's abandonment of its contemplated registration statement or the expiration of 60 days after the consummation of the contemplated Offering, to file such Registration Statement unless such Demand Notice is withdrawn by the Stockholders. In the case of clause (b) or clause (c), the Company may not delay the filing of the Registration Statement for more than 90 days from the date of the Demand Notice unless such Demand Notice is withdrawn by the Stockholders. If there is a postponement under any clause above, the Demand Notice may be withdrawn by the Stockholders by notice to the Company. In such case, no Demand Notice will have been delivered for the purposes of Section 2.2.

2.5 Certain Notices; Suspension of Sales. The Company may, upon written notice to the Registering Stockholders, suspend such Registering Stockholder's use of any Prospectus (which is a part of any Registration Statement) for a reasonable period not to exceed sixty (60) days if the Company in its reasonable judgment believes it may possess material non-public information the disclosure of which in its reasonable judgment would have a material adverse effect on the Company and its subsidiaries taken as a whole. Each Registering Stockholder of Registrable Securities agrees by its acquisition of such Registrable Securities to hold any communication by the Company pursuant to this Section 2.5 in confidence.

ARTICLE III

REGISTRATION PROCEDURES

3.1 Registration Procedures. Subject to the terms of this Agreement, the Company will use its best efforts to effect any registration under Sections 2.1 or 2.2 in a manner that permits the sale of the Registrable Securities covered thereby in accordance with the intended method or methods of disposition.

3.2 Copies; Review. At least five (5) Business Days before filing a Registration Statement or Prospectus or any amendment or supplement thereto (whether before or after effectiveness), the Company will furnish to the Stockholder Representative copies of all such documents proposed to be filed. Such documents will be subject to the review of the Stockholder Representative. The Company will not file any Registration Statement or any Prospectus or any amendment or supplement thereto (whether before or after effectiveness) to which the Stockholder Representative may reasonably object.

3.3 Amendments. Subject to Section 2.5 hereof, the Company will (a) prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement as may be necessary to keep the Registration Statement effective for the applicable time period required herein, (b) cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and (c) comply with the provisions of the

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Securities Act with respect to the disposition of all securities covered by such Registration Statement during the applicable period in accordance with the intended methods of disposition by the Registering Stockholders set forth in such Registration Statement or Prospectus supplement.

3.4 Notification. The Company will promptly notify the Registering Stockholders and (if requested by any such Person) confirm such notification in writing, (a) when the Prospectus has been filed, and, with respect to the Registration Statement, when it has become effective, (b) of any request by the Commission for amendments or supplements to the Registration Statement or the Prospectus or for additional information, (c) of the issuance of any stop order suspending the effectiveness of the Registration Statement, or the refusal or suspension of qualification of registration of Registrable Securities, or the initiation of any proceedings for that purpose, (d) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose, and (e) of any event that makes any material statement made in the Registration Statement, the Prospectus or any document incorporated therein by reference untrue or that requires the making of any changes in the Registration Statement, the Prospectus or any document incorporated therein by reference in order to make the statements therein, in light of the circumstances under which they were made, not misleading in any material respect. Subject to Section 2.5 hereof, the Company will make every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of the Registration Statement at the earliest possible moment. If any event contemplated by clause (e) occurs, the Company will promptly prepare a supplement or post-effective amendment to the Registration Statement or the Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities, the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Upon receipt of any notice from the Company that any event of the kind described in clause (b), (c), (d) or (e) has happened, each Registering Stockholder will discontinue offering the Registrable Securities until the Registering Stockholder receives the copies of the supplemented or amended Prospectus contemplated by the previous sentence, or until it is advised in writing by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus.

3.5 Information Included. The Company may require each Registering Stockholder to furnish to the Company such information regarding the Registering Stockholder and the distribution of the Registrable Securities as the Company may from time to time reasonably require for inclusion in the Registration Statement, and the Company may exclude from such registration the Registrable Securities of any Registering Stockholder that fails to furnish such information within a reasonable time after receiving

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document such request. Each Registering Stockholder agrees to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Registering Stockholder not misleading. If requested by the Registering Stockholders, the Company will as soon as practicable incorporate in a Prospectus supplement or post-effective amendment such information that the Registering Stockholders reasonably request be included therein relating to the sale of the Registrable Securities, including, but not limited to, information with respect to the number of Registrable Securities being sold and any other terms of the distribution of the Registrable Securities to be sold in such Offering. Subject to Section 2.5 hereof, the Company will make all required filings of such Prospectus supplement or post-effective amendment as promptly as practicable after being notified of the matters to be incorporated in such Prospectus supplement or post-effective amendment.

3.6 Copies. The Company will (a) promptly furnish to the Registering Stockholders without charge, at least one signed copy of the Registration Statement and any post-effective amendment thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference), and (b) promptly deliver to the Registering Stockholders without charge, as many copies of the Prospectus (including each preliminary Prospectus) and any amendment or supplement thereto as such Persons may reasonably request. The Company consents to the use of the Prospectus or any amendment or supplement thereto by the Registering Stockholders in connection with the Offering and sale of the Registrable Securities covered by the Prospectus or any amendment or supplement thereto.

3.7 Blue Sky Registration. Prior to any Offering of Registrable Securities covered by a Registration Statement under Sections 2.1 or 2.2, the Company will register or qualify or cooperate with the Registering Stockholders and their respective counsel in connection with the registration or qualification of such Registrable Securities under the securities or blue sky laws of any such jurisdictions in the United States as the Registering Stockholders reasonably request in writing, and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of such Registrable Securities. The Company will not be required to take any actions under this Section 3.7 if such actions would require the Company to submit to the general taxation of any jurisdiction where it is not then so subject or to file in any jurisdiction any general consent to service of process.

3.8 Certificates. The Company will cooperate with the Registering Stockholders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold that do not bear any restrictive legends. Such certificates will be in such denominations and registered in such names as the Registering Stockholders request at least two Business Days prior to any sale of Registrable Securities.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 3.9 Section 11(a) Notice. The Company will make generally available to its stockholders earnings statements satisfying the provisions of Section 11(a) of the Securities Act.

3.10 Expenses. Except as provided below, all expenses incident to the Company's performance of or compliance with this Agreement, including, but not limited to, all registration and filing fees, fees and expenses of compliance with securities or blue sky laws, printing expenses, messenger expenses, telephone and delivery expenses, and fees and disbursements of counsel to the Company and of independent certified public accountants of the Company, will be borne by the Company. The Company will also pay its internal expenses, the expense of any annual audit and the fees and expenses of any Person retained by the Company. All such expenses are referred to as "Registration Expenses." The Registering Stockholders shall pay all fees and disbursements of counsel to the Registering Stockholders, all fees, commission and discounts with respect to the sale of any Registrable Securities and any transfer taxes incurred in respect of such sale.

ARTICLE IV

INDEMNIFICATION

4.1 Indemnification By The Company. The Company will indemnify and hold harmless each of the Registering Stockholders from and against any and all losses, claims, damages and liabilities ("Losses") reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted to which the Registering Stockholder may become subject under the Securities Act, the Exchange Act or other federal or state securities law or regulation, at common law or otherwise, insofar as such Losses arise out of or are based upon (a) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or preliminary prospectus or any amendment or supplement thereto or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (b) any violation by the Company of the Securities Act or the Exchange Act, or other federal or state securities law applicable to the Company and relating to any action or inaction required of the Company in connection with such registration. In addition, the Company will reimburse the Registering Stockholder for any reasonable investigation, legal or other expenses incurred by such Registering Stockholder in connection with investigating or defending any such Loss. Notwithstanding anything herein to the contrary, the Company will not be liable with respect to the portion of any such Loss that (i) arises out of or is based upon any alleged untrue statement or alleged omission made in such Registration Statement, preliminary Prospectus, Prospectus, or amendment or supplement in reliance upon and in conformity with written information furnished to the Company by the Registering Stockholders specifically for use therein or

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (ii) attributable to a Registering Stockholder's (A) use of a Prospectus after being notified by the Company to suspend use thereof pursuant to Section 3.3 above or (B) failure to deliver a final Prospectus to the Person asserting any losses, claims, damages and liabilities and judgments caused by any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, if such material misstatement or omission or alleged material misstatement or omission was cured in an amended or supplemented Prospectus prepared by the Company and delivered to the Registering Stockholder at or prior to the time written confirmation of sale to such Person was required to be made. The foregoing indemnity will remain in full force and effect regardless of any investigation made by or on behalf of the Registering Stockholder, and will survive the transfer of such securities by the Registering Stockholder.

4.2 Indemnification By Registering Stockholders. If a Registering Stockholder sells Registrable Securities under a Prospectus that is part of a Registration Statement, the Registering Stockholder will indemnify and hold harmless the Company, its directors and each officer who signed such Registration Statement and each Person who controls the Company (within the meaning of Section 15 of the Securities Act) (each, a "Controlling Person") under the same circumstances as the foregoing indemnity from the Company to the Registering Stockholders but only to the extent that such Losses arise out of or are based upon any untrue or allegedly untrue statement of a material fact or omission or alleged omission of a material fact that was made in the Prospectus, the Registration Statement, or any amendment or supplement thereto, in reliance upon and in conformity with written information relating to a Registering Stockholder furnished to the Company by a Registering Stockholder expressly for use therein. In no event will the aggregate liability of a Registering Stockholder exceed the amount of the net proceeds received by the Registering Stockholder upon the sale of the Registrable Securities giving rise to such indemnification obligation. Such indemnity will remain in full force and effect regardless of any investigation made by or on behalf of the Company or such officer, director, employee or Controlling Person, and will survive the transfer of such securities by the Registering Stockholder.

4.3 Contribution. If the indemnification provided for in Sections 4.1 or 4.2 is unavailable to an indemnified party or is insufficient to hold such indemnified party harmless for any Losses in respect of which any such Section would otherwise apply by its terms (other than by reason of exceptions provided therein), then each applicable indemnifying party, in lieu of indemnifying such indemnified party, will have a joint and several obligation to contribute to the amount paid or payable by such indemnified party as a result of such Losses. Such contribution will be in such proportion as is appropriate to reflect the relative fault of the indemnifying party, on the one hand, and such indemnified party, on the other hand, in connection with the actions, statements or omissions that resulted in such Losses, as well as any other relevant equitable

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document considerations. The relative fault of such indemnifying party, on the one hand, and indemnified party, on the other hand, will be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been taken or made by, or relates to information supplied by, such indemnifying party or indemnified party, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent any such action, statement or omission. The amount paid or payable by a party as a result of any such Losses will be deemed to include any investigation, legal or other fees or expenses incurred by such party in connection with any investigation or proceeding, to the extent such party would have been indemnified for such expenses if the indemnification provided for in Sections 4.1 or 4.2 was available to such party.

4.4 Conduct Of Indemnification Proceedings. Any Person entitled to indemnification hereunder will (a) give prompt notice to the indemnifying party of any claim with respect to which it seeks indemnification, and (b) permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided that the failure to give such notice shall not relieve an indemnifying party of liability except to the extent it has been prejudiced as a result. Any Person entitled to indemnification hereunder will have the right to employ separate counsel and to participate in (but not control) the defense of such claim, but the fees and expenses of such counsel will be at the expense of such Person and not of the indemnifying party unless (x) the indemnifying party has agreed to pay such fees or expenses, (y) the indemnifying party has failed to assume the defense of such claim and employ counsel reasonably satisfactory to such Person within a reasonable period of time pursuant to this Agreement, or (z) a conflict of interest exists between such Person and the indemnifying party with respect to such claims that would make such separate representation required under applicable ethical rules. In the case of clause (z) above if the Person notifies the indemnifying party in writing that such Person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party will not have the right to assume the defense of such claim on behalf of such Person. If such defense is not assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld). No indemnified party will be required to consent to entry of any judgment or enter into any settlement that does not include as an unconditional term the giving of a release, by all claimants or plaintiffs, to such indemnified party from all liability with respect to such claim or litigation. Any indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel (other than required local counsel) for all parties indemnified by such indemnifying party with respect to such claim.

OTHER AGREEMENTS

5.1 Restrictions On Public Sale By The Stockholders. If requested by the managing underwriter of an underwritten Offering, the Stockholders will not effect any public sale or distribution of securities of the same class (or securities exchangeable or exercisable for or convertible into securities of the same class) as the securities included in the Offering (including, but not limited to, a sale pursuant to Rule 144 of the Securities Act) during the 10-day period prior to and the 90-day period (or shorter period requested by the underwriter) beginning on the effective date of, such Offering.

5.2 Rule 144. The Company shall file, on a timely basis, all reports required to be filed by it under the Securities Act and the Exchange Act, and will take such further action and provide such documents as the Stockholders may reasonably request, all to the extent required from time to time to enable the Stockholders to sell Registrable Securities without registration under the Securities Act within the limitation of the conditions provided by (i) Rule 144 under the Securities Act, as such rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the Commission. Upon the request of a Stockholder, the Company will deliver to the Stockholder a statement verifying that it has complied with such information and requirements.

5.3 Stockholder Representative. (a) The Stockholders agree to appoint one Stockholder to act as their representative, attorney in fact and proxy with respect to certain matters specified in this Agreement (the "Stockholder Representative"). The parties have designated Charles G. Cooper as the initial Stockholder Representative. The Stockholder Representative may resign at any time, and a Stockholder Representative may be removed at any time by the vote of Stockholders who collectively own more than 50% of the Registrable Securities at such time ("Majority Holders"). In the event of the death, resignation or removal of the Stockholder Representative, a new Stockholder Representative shall be appointed by a vote of Majority Holders, such appointment to become effective upon the written acceptance thereof by the new Stockholder Representative. Any failure by the Majority Holders to appoint a new Stockholder Representative upon the death, resignation or removal of the Stockholder Representative shall not have the effect of releasing the Stockholders from any liability under this Agreement.

(b) The Stockholder Representative shall have such powers and authority as are necessary to carry out the functions assigned to the Stockholder Representative under this Agreement; provided, however, that the Stockholder Representative will have no obligation to act on behalf of the Stockholders, except as expressly provided herein. The Stockholder Representative will at all times be entitled to rely on any directions received from the Majority Holders. The Stockholder Representative shall, at the expense

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document of the Stockholders, be entitled to engage such counsel, experts and other agents and consultants as they shall deem necessary in connection with exercising their powers and performing their function hereunder and (in the absence of bad faith on the part of the Stockholder Representative) shall be entitled to conclusively rely on the opinions and advice of such Persons.

(c) The Stockholder Representative shall not be entitled to any fee, commission or other compensation for the performance of its services hereunder, but shall be entitled to the payment of all his or her expenses incurred as the Stockholder Representative. In connection with this Agreement, and any instrument, agreement or document relating hereto or thereto, and in exercising or failing to exercise all or any of the powers conferred upon the Stockholder Representative hereunder, the Stockholder Representative shall incur no responsibility whatsoever to any Stockholder by reason of any error in judgment or other act or omission performed or omitted hereunder or any such other agreement, instrument or document, excepting only responsibility for any act or failure to act which represents willful misconduct. Each Stockholder shall indemnify, pro rata based upon such holder's percentage interest, the Stockholder Representative against all losses, damages, liabilities, claims, obligations, costs and expenses, including reasonable attorneys', accountants' and other experts' or consultant's fees and the amount of any judgment against the Stockholder Representative, of any nature whatsoever, arising out of or in connection with any claim, investigation, challenge, action or proceeding or in connection with any appeal thereof, relating to the acts or omissions of the Stockholder Representative hereunder. The foregoing indemnification shall not apply in the event of any action or proceeding which finally adjudicates the liability of the Stockholder Representative hereunder for his or her gross negligence or willful misconduct. In the event of any indemnification hereunder, upon written notice from Stockholder Representative to the Stockholders as to the existence of a deficiency toward the payment of any such indemnification amount, each such holder shall promptly deliver to the Stockholder Representative full payment of his or her ratable share of the amount of such deficiency, in accordance with such Stockholder's percentage interest. In no event shall the Company be responsible for any reimbursement or indemnification of the Stockholder Representative.

(d) All of the indemnities, immunities and powers granted to the Stockholder Representative under this Agreement shall survive the termination of this Agreement.

(e) Notwithstanding anything herein to the contrary, each Stockholder hereby acknowledges that the Company shall not have any responsibility or obligation whatsoever to any such Stockholder or to any other party with respect to or arising out of any actions taken or any inaction by the Stockholder Representative.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (f) The Company shall have the right to rely conclusively upon all actions taken or omitted to be taken by the Stockholder Representative pursuant to this Agreement and any instrument, agreement or document relating hereto, all of which actions or omissions shall be legally binding upon all the Stockholders.

ARTICLE VI

MISCELLANEOUS

6.1 Amendments; Waivers. This Agreement may not be amended, changed, supplemented, waived or otherwise modified or terminated, except upon the execution and delivery of a written agreement executed by the Company and the Stockholder Representative, on the written instruction of the Majority Holders.

6.2 Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto pertaining to its subject matter, and supersedes and replaces all prior agreements and understandings of the parties in connection with such subject matter.

6.3 Notices. All notices and other communications hereunder shall be given in writing and delivered personally, by registered or certified mail (postage prepaid, return receipt requested), by overnight courier (postage prepaid), facsimile transmission or similar means, to the party to receive such notices or communications at the address set forth below (or such other address as shall from time to time be designated by such party to the other parties in accordance with this Section 6.3):

If to the Company: Comverse Technology, Inc. 170 Crossways Park Drive Woodbury, NY 11797 Attention: Secretary Telecopy: (516) 677-7323

If to the Stockholder Representative: Charles G. Cooper 10 Ferrin Court Middletown, NJ 07748 Telecopy: (732) 671-6277

If to a Stockholder: As set forth in Schedule A

All such notices and communications hereunder shall be deemed given when received, as evidenced by the signed acknowledgment of receipt of the person to whom such notice or communication shall have been personally delivered, the acknowledgment of receipt returned to the sender by the applicable postal

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document authorities, the confirmation of delivery rendered by the applicable overnight courier service, or the confirmation of a successful facsimile transmission of such notice or communication. A copy of any notice or other communication given by any party to any other party hereto, with reference to this Agreement, shall be given at the same time to the other parties to this Agreement.

6.4 GOVERNING LAW. THE PARTIES HERETO AGREE THAT THIS AGREEMENT, AND THE RESPECTIVE RIGHTS, DUTIES AND OBLIGATIONS OF THE PARTIES HEREUNDER, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAW THEREUNDER.

6.5 Assignment. No Stockholder may assign any of its rights or obligations hereunder by operation of law or otherwise without the prior written consent of the Company.

6.6 Severability. Whenever possible, each provision or portion of any provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law. If any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or portion of any provision in such jurisdiction, and this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein.

6.7 No Waiver. The failure of any party hereto to exercise any right, power or remedy provided under this Agreement or otherwise available in respect hereof at law or in equity, or to insist upon compliance by any other party hereto with its obligations hereunder, and any custom or practice of the parties at variance with the terms hereof, shall not constitute a waiver by such party of its right to exercise any such or other right, power or remedy or to demand such compliance.

6.8 No Third Party Beneficiaries. This Agreement is not intended to be for the benefit of, and shall not be enforceable by, any Person (whether or not listed on Schedule A hereto) who or which is not a party hereto. Any Person (whether or not listed on Schedule A hereto) who or which is not a party hereto shall not be entitled to any benefit hereunder except, in the case of any Person listed on Schedule A hereto, such

Person shall be entitled to become a party hereto by executing a counterpart to this Agreement. If any Person listed on Schedule A hereto executes a counterpart to this Agreement, such Person shall thereafter be deemed to have agreed to be bound by the provisions hereof, as if such Person was an original party hereto and such Person shall thereafter be entitled to any benefit accorded to the Stockholders hereunder.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 6.9 Headings. The Section headings in this Agreement are for convenience of reference only and are not intended to be a part of this Agreement or to affect the meaning or interpretation of this Agreement.

6.10 Counterparts. This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one agreement.

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[SIGNATURE PAGE TO THE REGISTRATION RIGHTS AGREEMENT]

IN WITNESS WHEREOF, the parties hereto have executed this Registration

COMVERSE TECHNOLOGY, INC.

By: /s/ William F. Sorin ------Name: William F. Sorin Title: Secretary

/s/ David Kreinberg ------Name: David Kreinberg Title: Vice President of Finance and Treasurer

STOCKHOLDERS:

/s/ Steven Silberstang ------Steven Silberstang

/s/ Charles G. Cooper ------Charles G. Cooper

/s/ Bruce Macfarlane ------Bruce Macfarlane

SCHEDULE A

======Number of Shares issued pursuant to the Name and Address Merger ------Mr. Steven Silberstang 87,500 20 Sherwood Road Pound Ridge, NY 10576 ------

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Mr. Charles G. Cooper 78,750 10 Ferrin Court Middletown, NJ 07748 ------Mr. Bruce Macfarlane 43,750 45 Stuyvesant Avenue Larchmont, NY 10538 ------Mr. John W. Downey 5,250 31 Red Oak Place Massapequa, NY 11758 ------Mr. Moshe Halfon 875 300 East 93rd Street Apartment #19A New York, NY 10128 ------Mrs. Lea Waldman 875 11 Ridgeview Avenue White Plains, NY 10606 ------Mr. Gordon Flayter 875 78 Wheaton Avenue Fishkill, NY 12524 ------Mr. Bo Elfving 1,750 37 West 72nd Street Apartment #5B New York, NY 10023 ------Ms. Gertrud Levy 2,261 c/o Mr. Joseph Levy 254 University Way Paramus, NJ 07652

------Ms. Diane Levy 1,130 c/o Mr. Joseph Levy 254 University Way Paramus, NJ 07652 ------Ms. Susan Levy 1,130 c/o Mr. Joseph Levy 254 University Way Paramus, NJ 07652 ------Mr. Donald H. Rivkin 653 16 West 77th Street

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document New York, NY 10024 ------Mr. Saul Sherman 653 Mecox Road, Corner Montrose Lane Water Mill, NY 11976 ------Mr. Milton Andrews 653 3117 Chain Bridge Road, N.W. Washington, DC 20016 ------Mr. Donald H. Schwentker 653 2615 Culpeper Road Alexandria, VA 22308 ------Mr. Richard Penna 653 925 Highland Drive Silver Spring, MD 20910 ------Mr. John D. Miller 653 38 Purdy Ct. Briarcliff Manor, NY 10510 ------Mr. Thomas A. Greene 653 c/o Dailey & Dailey 3855 Main Street Manchester Village, VT 05254 ------Mr. Isaac E. Druker 653 133 Pacific Street Brooklyn, NY 11201 ------Mr. Mark Orenstein 653 114 Grace Street Plainview, NY 11803 ------Mr. Gregory A. Lunt 653 calle Juan Roman 7; 1 07800 Ibiza Baleares, Spain ------Total 230,676 ======

COMVERSE TECHNOLOGY, INC. 170 CROSSWAYS PARK DRIVE WOODBURY, NY 11979

April 26, 1999

VIA FACSIMILE ------MCI WORLDCOM, Inc. 1801 Pennsylvania Avenue, N.W. Washington, DC 20006 Attention: Mr. Stephen Mooney

Dear Mr. Mooney: REGISTRATION AGREEMENT ------

On December 19, 1997, Amarex Technology, Inc ("Amarex") granted to MCI Telecommunications Corporation, a wholly owned subsidiary of MCI WORLDCOM, Inc. ("MCI"), two warrants to purchase shares of Amarex's capital stock (the "Warrants"). Upon consummation of a merger on February 26, 1999, Amarex became a wholly owned subsidiary of Comverse Technology, Inc. ("Comverse") and Comverse assumed Amarex's obligations under the Warrants. Currently, the Warrants are exercisable for an aggregate of 46,825 shares of common stock, par value $.10 per share, of Comverse, as adjusted to reflect a three-for-two-stock split of the Comverse shares effected on April 15, 1999.

This letter will confirm our agreement (this "Agreement") pursuant to which Comverse will include in the registration statement on Form S-3, a draft of which is attached hereto (the "Registration Statement"), and in the prospectus included therein (such prospectus, together with any amendment or supplement thereto and all documents incorporated by reference therein, the "Prospectus"), to be filed by Comverse with the Securities and Exchange Commission (the "SEC") for the purpose of registering for resale, the 46,825 Comverse shares issuable to MCI upon the exercise of the Warrants (the "MCI Shares" and, together with any other Comverse shares registered under the Registration Statement, the "Registered Securities"). In consideration of Comverse registering the MCI Shares, MCI and Comverse agree as follows:

1. No later than Tuesday, April 27, 1999, MCI shall advise Comverse in writing of (i) the number of Comverse shares beneficially owned by MCI (as defined in Appendix A annexed hereto) other than the MCI Shares and (ii) any comments MCI may have on the draft Registration Statement or the Prospectus. MCI shall furnish to Comverse such additional information regarding MCI and the distribution of the MCI Shares as Comverse may from time to time reasonably require for inclusion in the Registration Statement or the Prospectus, failing

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document which the MCI Shares may be excluded from the Registration Statement. MCI shall notify Comverse in writing of any information required to be disclosed in the

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Registration Statement or the Prospectus in order to make the information previously furnished by MCI to Comverse not misleading including, without limitation, any change in the number of Comverse shares beneficially owned by MCI. MCI agrees to indemnify Comverse to the fullest extent permitted under applicable law if Comverse suffers any loss in connection with the information furnished in writing hereunder or required to be furnished hereunder by MCI. Comverse agrees to indemnify MCI to the fullest extent permitted under applicable law if MCI or MCI WorldCom suffers any loss in connection with the information contained in the Registration Statement or Prospectus other than with respect to information furnished hereunder in writing by MCI or required to be furnished hereunder by MCI to Comverse.

2. Comverse will notify MCI when the Registration Statement is declared effective. Comverse will furnish to MCI (i) one copy of the Registration Statement, any post-effective amendment thereto and all documents incorporated therein by reference, and (ii) as many copies of the Prospectus (including each preliminary prospectus) as MCI may reasonably request.

3. Comverse may, upon written notice to MCI, suspend MCI's use of the Prospectus for a reasonable period not to exceed sixty (60) days if Comverse believes it may possess material non-public information the disclosure of which in its reasonable judgement would have a material adverse effect on Comverse and its subsidiaries taken as a whole. MCI shall hold any communication by Comverse to MCI pursuant to this Paragraph 3 in strictest confidence.

4. Comverse will promptly notify MCI in writing if : (i) the SEC requests amendments or supplements to the Registration Statement or the Prospectus, or requests additional information; (ii) a stop order suspending the effectiveness of the Registration Statement is issued, or there is a refusal, suspension of qualification of registration of the Registered Securities, or there is an initiation of any proceedings for that purpose; (iii) Comverse receives any notification with respect to the suspension of qualification or exemption from qualification of any of the Registered Securities for sales in any jurisdiction, or the initiation or threatening of any proceedings for that purpose; or (iv) there has been any event that makes any material statement made in the Registration Statement or the Prospectus untrue or that requires the making of any changes in the Registration Statement or the Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading in any material respect. If MCI receives any such notice from Comverse, MCI will discontinue offering the MCI Shares until it is advised in writing by Comverse that the use of the Prospectus may be resumed and, if applicable, MCI has received copies of the supplemented or amended Registration Statement or Prospectus or any additional or supplemental filings that are incorporated by reference in the Prospectus.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 5. Comverse will pay its internal expenses, the expense of any annual audit and the fees and expenses of any person retained by it in connection with the preparation of the Registration Statement. MCI will pay all fees and disbursements of its internal and external counsel, if any, and all fees, commissions and discounts with respect to the sale of any MCI Shares and any transfer taxes incurred in respect of such sale.

6. If requested by the managing underwriter of an underwritten registration of Comverse's securities under the Securities Act of 1933, as amended (the "Securities Act") for sale to the public (an "Offering"), MCI will not effect any public sale or distribution of securities of the same class (or securities exchangeable or exercisable for or convertible into securities of the same class) as the securities included in the Offering (including, but not limited to, a sale pursuant to Rule 144 of the Securities Act) during the 10-day period prior to and the 90-day period (or shorter period requested by the underwriter) beginning the effective date of, such Offering.

This Agreement shall governed by and construed in accordance with the laws of the State of New York, without giving effect to the principles of conflicts of law thereunder. This Agreement may not be amended, waived or terminated, except upon the execution and delivery of a written agreement executed by Comverse and MCI. This Agreement constitutes the entire agreement between the parties hereto pertaining to its subject matter, and supersedes and replaces all prior agreements and understandings of the parties in connection with such subject matter. MCI may not assign any of its rights or obligations hereunder by operation of law or otherwise without the prior written consent of Comverse. This Agreement shall not be enforceable by any person not a party hereto. If any provision of this Agreement is held to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability will not affect any other provision or portion thereof. The failure of any party hereto to exercise any right or remedy available hereunder or at law or in equity shall not constitute a waiver by such party of its right to exercise any such right or remedy.

All notices and other communications hereunder shall be given in writing and delivered personally, by registered or certified mail (postage prepaid, return receipt requested), by overnight courier (postage prepaid) or facsimile transmission, to (i) Comverse at the address set forth above (facsimile 516-677-7355), Attention: William F. Sorin, Secretary, (ii) MCI at the address set forth above (facsimile 202-887-2128), Attention: Stephen Mooney.

If you are in agreement with the foregoing, please sign and return a copy of this letter to Comverse, whereupon this letter will become a binding agreement between us.

COMVERSE TECHNOLOGY INC.

By: /s/ William F. Sorin ------William F. Sorin Secretary ACCEPTED AND AGREED to this 27th day of April, 1999

MCI WORLDCOM

By: /s/ Stephen R. Mooney ------Name: Stephen R. Mooney Title: Director

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement of Comverse Technology, Inc. on Form S-3 of our report dated March 8, 1999 (April 15, 1999 as to Note 12), appearing in the Annual Report on Form 10-K of Comverse Technology, Inc. for the year ended January 31, 1999, and to the reference to us under the heading "Experts" in the Prospectus, which is part of this Registration Statement.

/s/ Deloitte & Touche LLP

New York, New York April 22, 1999

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CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this Registration Statement on Form S-3 of Comverse Technology, Inc., of our report dated April 24, 1997 on our audit of the consolidated financial statements of Boston Technology, Inc. as of January 31, 1997 and for the year ended January 31, 1997, which is included in the Annual Report on Form 10-K of Comverse Technology, Inc. for the year ended January 31, 1999. We also consent to the reference to our firm under the caption "Experts."

/s/PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP

April 22, 1999

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