UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_____________________
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported):
January
5, 2010
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COMVERSE
TECHNOLOGY, INC.
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(Exact
name of registrant as specified in its
charter)
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NEW
YORK
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0-15502
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13-3238402
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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810
Seventh Avenue,
New York,
New York
10019
(Address
of Principal Executive Offices)
(Zip
Code)
Registrant’s
telephone number, including area code: (212) 739-1000
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item
5.02 Departure of
Directors or Certain Officers; Election of Directors;
Appointment
of Certain Officers; Compensatory Arrangements of Certain
Officers.
(b) Departure
of Certain Officers.
On
January 5, 2010, Comverse Technology, Inc. (the “Company”) and Lance Miyamoto
entered into a Consulting Agreement (the “Consulting Agreement”), pursuant to
which, by mutual agreement, Mr. Miyamoto’s employment as Executive Vice
President, Global Head of Human Resources terminated on such date and he was
retained as a consultant to the Company, effective immediately.
(e) Compensatory
Arrangements of Certain Officers.
Consulting
Agreement
Pursuant
to the Consulting Agreement, by mutual agreement, Mr. Miyamoto released all
potential claims against the Company and the Company agreed to provide to Mr.
Miyamoto the following in connection with the termination of his
employment: (i) his base salary earned but not paid prior to the date of
termination and (ii) any amounts earned, accrued or owing to Mr. Miyamoto but
not yet paid in respect of employee benefit programs, reimbursement of business
expenses and unused vacation days. In addition, the Company’s Chief
Executive Officer will recommend to the Compensation and Leadership Committee of
the Company’s Board of Directors that Mr. Miyamoto receive a pro-rata share of
the annual bonus Mr. Miyamoto would have earned for fiscal 2009 if he had
remained employed through January 31, 2010, if any, based on the Company’s
achievement of certain performance goals for fiscal 2009.
Pursuant
to the Consulting Agreement, Mr. Miyamoto agreed to devote a substantial portion
of his business time to providing consulting and advisory services to the
Company for the period January 5, 2010 through July 2, 2010, unless earlier
terminated by either party with 30 days’ prior written notice (the
“Term”). During the Term, Mr. Miyamoto will entitled to receive the
following: (i) $41,667.66 per month, (ii) reimbursement of customary
out-of-pocket business expenses and (iii) a success fee of up to $50,000 based
on the achievement of certain objectives to be mutually agreed upon by the
Company and Mr. Miyamoto, payable within 30 days after the end of the
Term. In addition, during the Term, Mr. Miyamoto’s outstanding deferred
stock units will continue to vest in accordance with their
terms.
Voluntary Salary
Reductions
On
January 8, 2010, consistent with recent corporate cost cutting initiatives, the
eight members of the Company’s Senior Leadership Team voluntarily agreed to
reduce their annual base salaries from January 11, 2010 until July 11,
2010. The Company’s Senior Leadership Team is comprised of Andre Dahan,
President and Chief Executive Officer, Stephen M. Swad, Executive Vice President
and Chief Financial Officer, Dror Bin, Executive Vice President, President,
Global Sales of Comverse, Inc., Gabriel Matsliach, Senior Vice President,
President, Global Products and Operations of Comverse, Inc., Howard Woolf,
Senior Vice President, Global Services of Comverse, Inc., Shefali A. Shah,
Acting General Counsel, Lauren Wright, Senior Vice President, Global Business
Operations and John Bunyan, Chief Marketing Officer. During this period,
Mr. Dahan’s annual base salary will be reduced by 20% from $1,000,000 to
$800,000, and the annual base salary of each other member of the senior
leadership team will be reduced 10%, resulting in Mr. Swad’s annual base salary
being reduced from $625,000 to $562,500. Except as described herein, the
employment terms and conditions between the Company and each member of the
Senior Leadership Team, including Messrs. Dahan and Swad, remain in full force
and effect.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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COMVERSE
TECHNOLOGY, INC.
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Date: January
11, 2010
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By: /s/ Andre
Dahan
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Name:
Andre Dahan
Title:
President and Chief Executive Officer
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