-----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, IBBOoTto06j6KqpgaAya+83vhE88QQXJBQXeGbSNv2dDW86rIH95pGCPEPWNtAFf cLTw8aDsILhc5hfj8oIDTQ== 0000909518-08-000459.txt : 20080516 0000909518-08-000459.hdr.sgml : 20080516 20080516165603 ACCESSION NUMBER: 0000909518-08-000459 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080516 DATE AS OF CHANGE: 20080516 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: 0131 FILING VALUES: FORM TYPE: SC TO-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39315 FILM NUMBER: 08843041 BUSINESS ADDRESS: STREET 1: 810 SEVENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-739-1000 MAIL ADDRESS: STREET 1: 810 SEVENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 FILED BY: 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: 0131 FILING VALUES: FORM TYPE: SC TO-I/A BUSINESS ADDRESS: STREET 1: 810 SEVENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-739-1000 MAIL ADDRESS: STREET 1: 810 SEVENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 SC TO-I/A 1 mm05-1508_sctoia1.htm

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. 1)

 

________________________

COMVERSE TECHNOLOGY, INC.

(Name of Subject Company (Issuer))

 

________________________

 

COMVERSE TECHNOLOGY, INC.

(Names of Filing Persons (Issuer))

 

________________________

Zero Yield Puttable Securities (ZYPSSM) Due May 15, 2023

and New Zero Yield Puttable Securities (ZYPSSM) Due May 15, 2023

(Title of Class of Securities)

205862AK1

205862AL9

205862AM7

(CUSIP Number of Class of Securities)

 

________________________

 

Cynthia Shereda, Esq.

Executive Vice President and

General Counsel

Comverse Technology, Inc.

810 Seventh Avenue

New York, NY 10019

(212) 739-1000

 

Copy to:

David E. Zeltner, Esq.

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153

(212) 310-8000

(Name, Address and Telephone Numbers of Person

Authorized to Receive Notices and Communications on Behalf of Filing Persons)

________________________

Calculation of Filing Fee

Transaction Valuation

Amount of Filing Fee*

$419,494,000

$16,487

*

Previously paid.

x

Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

Amount Previously Paid:

$16,487

Filing Party:

Comverse Technology, Inc.

 

Form or Registration No.:

Schedule TO

Date Filed:

April 16, 2008

o

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

o

third-party tender offer subject to Rule 14d-1.

x

issuer tender offer subject to Rule 13e-4.

o

going-private transaction subject to Rule 13e-3.

o

amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: x

 

 

 

This AMENDMENT NO. 1 amends and supplements the Tender Offer Statement on Schedule TO (the “Schedule TO”) filed by Comverse Technology, Inc., a New York corporation (“Comverse”), with the Securities and Exchange Commission (the “SEC”) on April 16, 2008, relating to an offer by Comverse to purchase for cash all of its outstanding Zero Yield Puttable Securities (ZYPSSM) Due May 15, 2023 (the “Old ZYPS”) and New Zero Yield Puttable Securities (ZYPSSM) Due May 15, 2023 (the “New ZYPS,” and, collectively with the Old ZYPS, the “ZYPS”) upon the terms and subject to the conditions set forth in the Offer to Purchase, dated April 16, 2008 (the “Offer to Purchase”), a copy of which is filed herewith as Exhibit (a)(1)(A), and in the related Letter of Transmittal, a copy of which is filed herewith as Exhibit (a)(1)(B) (which, together with any amendments or supplements thereto, collectively constitute the “Offer”). The Old ZYPS were issued by Comverse pursuant to an Indenture, dated as of May 7, 2003, between Comverse and The Bank of New York Trust Company, N.A., as successor to JPMorgan Chase Bank, N.A., as trustee (the “Trustee”), and the New ZYPS were issued by Comverse pursuant to an Indenture, dated as of January 26, 2005, between Comverse and the Trustee. Capitalized terms used but not otherwise defined shall have the respective meanings assigned to them in the Offer to Purchase.

The purpose of this Amendment is to report the results of the Offer. The press release issued by Comverse on May 16, 2008, announcing the completion and results of the Offer, is filed herewith as Exhibit (a)(1)(F) and is incorporated herein by reference.    

Item 4. Terms of the Transaction.

 

(a) Material Terms

Item 4 of the Schedule TO, which incorporates by reference information contained in the Offer to Purchase, is hereby amended and supplemented and follows:

The Offer expired at 5:00 p.m., New York City time, on Thursday, May 15, 2008. Pursuant to the Offer, Comverse accepted for purchase $3,000 aggregate principal amount of Old ZYPS and $14,000 aggregate principal amount of New ZYPS. The press release issued by Comverse on May 16, 2008, announcing the completion and results of the Offer, is filed herewith as Exhibit (a)(1)(F) and is incorporated herein by reference.

Item 12.

Exhibits.

 

 

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following:

 

(a)(1)(F)

Press Release dated May 16, 2008

 

 

 

EXHIBIT INDEX

Exhibit No.

 

Document

(a)(1)(A)*

 

Offer to Purchase, dated April 16, 2008

(a)(1)(B)*

 

Form of Letter of Transmittal

(a)(1)(C)*

 

Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees

(a)(1)(D)*

 

Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees

(a)(1)(E)*

 

Press Release dated April 16, 2008

(a)(1)(F)+

 

Press Release dated May 16, 2008

(b)

 

Not applicable

(d)(1)*

 

Indenture, dated as of May 7, 2003, between Comverse Technology, Inc. and The Bank of New York Trust Company, N.A., as successor to JPMorgan Chase Bank, N.A., as trustee. (Incorporated by reference to Exhibit 4.2 to Comverse’s Form S-3 (Registration No. 333-106391) filed on June 23, 2003)

(d)(2)*

 

Description of the Old ZYPS (filed as pages 16 through 27 of Comverse’s S-3 (Registration No. 333-106391) on June 23, 2003 and incorporated herein by reference)

(d)(3)*

 

Indenture, dated as of January 26, 2005, between Comverse Technology, Inc. and The Bank of New York Trust Company, N.A., as successor to JPMorgan Chase Bank, N.A., as trustee. (Incorporated by reference to Exhibit 4.1 to Comverse’s Current Report on Form 8-K filed on January 26, 2005)

(d)(4)*

 

Description of the New ZYPS (filed as pages 32 through 45 of Comverse’s Prospectus (Registration No. 333-120870) dated January 21, 2005 filed with the Securities and Exchange Commission on January 21, 2005 pursuant to Rule 424(b)(3) under the Securities Act of 1933, as amended and incorporated herein by reference)

(g)

 

Not applicable

(h)

 

Not applicable

_______________________________

+ +  Filed herewith

* *  Previously filed

 

 

 

2

 

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

COMVERSE TECHNOLOGY, INC.

 

 

By:

/s/ Cynthia Shereda                              

 

Name:

Cynthia Shereda

 

Title:

Executive Vice President and

 

General Counsel

 

Dated: May 16, 2008

 

 

 

3

 

EXHIBIT INDEX

Exhibit No.

 

Document

(a)(1)(A)*

 

Offer to Purchase, dated April 16, 2008

(a)(1)(B)*

 

Form of Letter of Transmittal

(a)(1)(C)*

 

Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees

(a)(1)(D)*

 

Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees

(a)(1)(E)*

 

Press Release dated April 16, 2008

(a)(1)(F)+

 

Press Release dated May 16, 2008

(b)

 

Not applicable

(d)(1)*

 

Indenture, dated as of May 7, 2003, between Comverse Technology, Inc. and The Bank of New York Trust Company, N.A., as successor to JPMorgan Chase Bank, N.A., as trustee. (Incorporated by reference to Exhibit 4.2 to Comverse’s Form S-3 (Registration No. 333-106391) filed on June 23, 2003)

(d)(2)*

 

Description of the Old ZYPS (filed as pages 16 through 27 of Comverse’s S-3 (Registration No. 333-106391) on June 23, 2003 and incorporated herein by reference)

(d)(3)*

 

Indenture, dated as of January 26, 2005, between Comverse Technology, Inc. and The Bank of New York Trust Company, N.A., as successor to JPMorgan Chase Bank, N.A., as trustee. (Incorporated by reference to Exhibit 4.1 to Comverse’s Current Report on Form 8-K filed on January 26, 2005)

(d)(4)*

 

Description of the New ZYPS (filed as pages 32 through 45 of Comverse’s Prospectus (Registration No. 333-120870) dated January 21, 2005 filed with the Securities and Exchange Commission on January 21, 2005 pursuant to Rule 424(b)(3) under the Securities Act of 1933, as amended and incorporated herein by reference)

(g)

 

Not applicable

(h)

 

Not applicable

_______________________________

+ +  Filed herewith

* *  Previously filed

 

 

 

4

 

 

 EX-99 2 mm05-1508_sctoia1pr.htm

Exhibit (a)(1)(F)

 

CONTACT:

Paul D. Baker

 

Comverse Technology, Inc.

 

paul.baker@cmvt.com

 

(212) 739-1060

 

Comverse Technology Announces Final Results of Tender Offer for Its Zero Yield Puttable Securities (ZYPSSM) Due May 15, 2023

 

NEW YORK, NY, May 16, 2008 — Comverse Technology, Inc. (Pink Sheets: CMVT.PK) today announced the final results of its previously announced cash tender offer (the “Offer”) for all of its outstanding Zero Yield Puttable Securities (ZYPSSM) Due May 15, 2023 (CUSIP Nos. 205862AK1 and 205862AL9) (the “Old ZYPS”) and New Zero Yield Puttable Securities (ZYPSSM) due May 15, 2023 (CUSIP No. 205862AM7) (the “New ZYPS”, and collectively with the Old ZYPS, the “ZYPS”), upon the terms and conditions set forth in the Offer to Purchase and related Letter of Transmittal, each dated April 16, 2008.

 

The Offer expired at 5:00 p.m., New York City time, on May 15, 2008. Comverse Technology accepted for purchase $3,000 aggregate principal amount of Old ZYPS (CUSIP No. 205862AL9) and $14,000 aggregate principal amount of New ZYPS (CUSIP No. 205862AM7). Following payment by Comverse Technology for the ZYPS accepted for purchase in the Offer, $419,477,000 aggregate principal amount of ZYPS will remain outstanding.

 

The total consideration paid to holders of the ZYPS is $1,000 in cash for each $1,000 principal amount of ZYPS tendered.

 

The Bank of New York Trust Company, N.A. served as the Depositary and D.F. King & Co., Inc. as the Information Agent for the Offer.

 

About Comverse Technology, Inc.

 

Comverse Technology, Inc. is the world’s leading provider of software and systems enabling network-based multimedia enhanced communication and billing services. The company’s Total Communication portfolio includes value-added messaging, personalized data and content-based services, converged IP communications solutions, and real-time prepaid, postpaid and converged billing solutions. Over 500 communication and content service providers in more than 130 countries use Comverse products to generate revenue, and improve customer loyalty and operational efficiencies.

 

Other Comverse Technology subsidiaries include: Verint Systems (Pink Sheets: VRNT.PK), a leading provider of analytic software-based actionable intelligence solutions for security and business interaction intelligence; and Ulticom (Pink Sheets: ULCM.PK), a leading provider of service essential signaling solutions for wireless, wireline, and Internet communications.

 

For additional information, visit the Comverse Technology website at www.cmvt.com.

 

All product and company names mentioned herein may be registered trademarks or trademarks of Comverse or the respective referenced company(s).

 

 

 

 

Forward-Looking Statements

 

This release contains “forward-looking statements” under the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. There can be no assurances that any forward-looking statements will be achieved, and actual results could differ materially from forecasts and estimates. Important factors that could affect the company include: the results of the investigation of the Special Committee, of the Board of Directors concluded on January 28, 2008, of matters relating to the company’s stock option grant practices and other accounting matters; the impact of any restatement of financial statements of the company or other actions that may be taken or required as a result of such investigation or as result of the company’s VSOE evaluation; the company’s inability to file reports with the Securities and Exchange Commission; the effects of the delisting of the company’s Common Stock from NASDAQ and the quotation of the company’s Common Stock in the “Pink Sheets,” including any adverse effects relating to the trading of the stock due to, among other things, the absence of market makers; risks relating to the company’s ability to relist its Common Stock on NASDAQ; risks relating to alleged defaults under the company’s ZYPS indentures, including acceleration of repayment; risks of litigation (including the pending securities class action and derivative lawsuits and any potential civil injunctive action by the Securities and Exchange Commission) and of governmental investigations or proceedings arising out of or related to the company’s stock option practices or any other accounting irregularities or any restatement of the financial statements of the company, including the direct and indirect costs of such investigations and restatement; changes in the demand for the company’s products; changes in capital spending among the company’s current and prospective customers; the risks associated with the sale of large, complex, high capacity systems and with new product introductions as well as the uncertainty of customer acceptance of these new or enhanced products from either the company or its competition; risks associated with rapidly changing technology and the ability of the company to introduce new products on a timely and cost-effective basis; aggressive competition may force the company to reduce prices; a failure to compensate any decrease in the sale of the company’s traditional products with a corresponding increase in sales of new products; risks associated with changes in the competitive or regulatory environment in which the company operates; risks associated with prosecuting or defending allegations or claims of infringement of intellectual property rights; risks associated with significant foreign operations and international sales and investment activities, including fluctuations in foreign currency exchange rates, investments in auction rate securities, interest rates, and valuations of public and private equity; the volatility of macroeconomic and industry conditions and the international marketplace; the risk of declines in information technology spending; risks associated with the company’s ability to retain existing personnel and recruit and retain qualified personnel. The company undertakes no commitment to update or revise forward-looking statements except as required by law.

 

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