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) ------------------------------ 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) ------------------------------ 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 ------------------------------------------ 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. |_| ------------------------------ CALCULATION OF REGISTRATION FEE <TABLE> <CAPTION> ================================================================================================================= PROPOSED PROPOSED MAXIMUM MAXIMUM TITLE OF EACH CLASS OF AMOUNTS TO BE OFFERING PRICE AGGREGATE AMOUNT OF SECURITIES TO BE REGISTERED REGISTERED(1) PER UNIT(2) OFFERING PRICE(2) REGISTRATION FEE(2) ----------------------------------------------------------------------------------------------------------------- <S> <C> <C> <C> <C> Common Stock, par value $0.10 per share 133,333(2) $ 61.50 $ 8,199,979.50 $ 2,279.59 ================================================================================================================= </TABLE> (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. ------------------------------ 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. ================================================================================ 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