-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TIUP28ysyu5lHvDUHiWsJzuVDnS5K9HjdIEItOUi5rEYpaC21YDcCHC9dMY/u2Sp YKg0Cj0I9zGucXpiQUUjsQ== 0000950157-98-000052.txt : 19980128 0000950157-98-000052.hdr.sgml : 19980128 ACCESSION NUMBER: 0000950157-98-000052 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980126 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COMVERSE TECHNOLOGY INC/NY/ CENTRAL INDEX KEY: 0000803014 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 133238402 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-39315 FILM NUMBER: 98513316 BUSINESS ADDRESS: STREET 1: 170 CROSSWAYS PARK DR CITY: WOODBURY STATE: NY ZIP: 11797 BUSINESS PHONE: 5166777200 MAIL ADDRESS: STREET 1: 170 CROSSWAYS PARK DRIVE STREET 2: 170 CROSSWAYS PARK DRIVE CITY: WOODBURY STATE: NY ZIP: 11797 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CARR GREG C CENTRAL INDEX KEY: 0001053707 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: CONVERSE TECHNOLOGY INC STREET 2: 100 QUANNAPOWITT PARKWAY CITY: WAKEFIELD STATE: MA ZIP: 01880 SC 13D 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 COMVERSE TECHNOLOGY, INC. (Name of Issuer) Common Stock, Par Value $0.10 Per Share (Title of Class of Securities) 205862105 (CUSIP Number) William F. Sorin Corporate Secretary and General Counsel Comverse Technology, Inc. 170 Crossways Park Drive Woodbury, NY 11797 (516) 677-7200 (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) January 14, 1998 (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following pages) CUSIP NO. 205862105 13D Page 2 of 5 Pages - -------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON Greg. C. Carr S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ###-##-#### - -------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) [ ] (b) [ ] - -------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------- 4 SOURCE OF FUNDS * PF - -------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] - -------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 1,525,225 SHARES ------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH None REPORTING ------------------------------------------------ PERSON WITH 9 SOLE DISPOSITIVE POWER 1,525,225 ------------------------------------------------ 10 SHARED DISPOSITIVE POWER None - -------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,525,225 - -------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES * [ ] - -------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.1% - -------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON * IN - -------------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT Item 1. Security and Issuer This Schedule 13D relates to the common stock, par value $0.10 per share (the "Common Stock," an individual share of which is a "Share"), of Comverse Technology, Inc., a New York corporation (the "Issuer"). The principal executive offices of the Issuer are located at 170 Crossways Park Drive, Woodbury, New York 11797. Item 2. Identity and Background The name of the individual filing this statement is Greg C. Carr ("Carr"). The current principal business address of Carr is The Residences at Charles Square, 975 Memorial Drive, Cambridge, Massachusetts 02138. The present principal occupation of Carr is director of Issuer. The Issuer is a company engaged principally in the business of telecommunications. The principal address of the Issuer is set forth in Item 1 above. During the last five years, Carr has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor has he been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws. Carr is a citizen of the United States. Item 3. Source and Amount of Funds or Other Consideration The securities were acquired pursuant to the merger between Boston Technology, Inc. ("BTI") and Issuer (the "Merger"). On August 20, 1997, Issuer and BTI entered into an Agreement and Plan of Merger, dated as of such date (the "Merger Agreement"). In the Merger, each stockholder of BTI received, for each share of common stock of BTI held, a right to receive 0.65 Shares of Issuer Common Stock. A copy of the Merger Agreement is attached hereto as Exhibit 1 and is incorporated herein by reference. On January 14, 1998, with all conditions of the Merger Agreement having been met, the Merger was consummated and BTI merged with and into Issuer. Upon consummation of the Merger, Carr's 2,346,400 shares of BTI common stock were converted into the right to receive 1,525,225 Shares of Common Stock and Carr was deemed to be beneficial owner of 6.1% of the outstanding Shares of Common Stock. Item 4. Purpose of Transaction See description of the Merger under Item 3, above. The securities were acquired by the reporting person for the purpose of investment. Upon consummation of the Merger, the number of positions on the Issuer's Board of Directors was increased by two (2). Carr was appointed one of these positions and Francis E. Girard was appointed the other. Item 5. Interest in Securities of the Issuer (a) Carr is deemed to have beneficial ownership of 1,525,225 Shares of Common Stock (6.1% of all currently outstanding Shares of Issuer Common Stock). (b) Carr has sole power to vote, or to direct the vote of, 1,525,225 Shares of Common Stock. Carr has sole power to dispose, or to direct the disposition of, 1,525,225 Shares of Common Stock. Carr has shared power to vote, or to direct the vote of, and to dispose, or to direct the disposition of, no Shares of Common Stock. (c) See Item 3 (d) None (e) Not applicable Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer None Item 7. Materials to be Filed as Exhibits Exhibit Description 1. Agreement and Plan of Merger, dated as of August 20, 1997, between BTI and Issuer (Incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K of Comverse Technology, Inc. dated August 20, 1997). SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13D is true, complete and accurate. Date: January 23, 1998 By: /s/ Greg C. Carr --------------------- Greg C. Carr -----END PRIVACY-ENHANCED MESSAGE-----