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):
February
4, 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):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
8.01 Other
Events.
On
February 4, 2010, Comverse Technology, Inc. (the “Company”) received a “Wells
Notice” from the staff of the Securities and Exchange Commission (the
“SEC”). The Wells Notice provides notification that the staff of the
SEC intends to recommend that the SEC institute a proceeding to determine
whether, pursuant to Section 12(j) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), the SEC should suspend or revoke the registration
of each class of the Company’s securities registered pursuant to Section 12 of
the Exchange Act. Under the process established by the SEC,
recipients of a Wells Notice have the opportunity to make a Wells Submission
before the SEC staff makes a formal recommendation to the SEC regarding what
action, if any, should be brought by the SEC. The Company intends to
provide a written submission to the SEC in response to the Wells Notice before
any recommendation is made to the SEC, but there can be no assurance that the
SEC will not bring an enforcement action against the Company. If the
SEC determines to proceed with the filing of claims, a proceeding would be held
before an administrative law judge. After the administrative law
judge’s decision, either party may request the SEC to review the facts and,
thereafter, may appeal the decision to the Federal Circuit Court.
In June
2009, the Company, in connection with its settlement with the SEC, consented to
the entry of a final judgment and court order that orders it to be in compliance
with its reporting obligations under the Exchange Act by February 8,
2010. In its Current Report on Form 8-K filed on February 3, 2010,
the Company disclosed, among other things, that it will not be in compliance
with such obligations under the final judgment and order by such
date. In addition, it disclosed that, while it has made significant
progress in the completion of its financial statements and continues to work
diligently to complete an Annual Report on Form 10-K covering the fiscal years
ended January 31, 2009, 2008, 2007 and 2006 (the “Comprehensive Form 10-K”) and
Quarterly Reports on Form 10-Q for the first three quarters of fiscal year ended
January 31, 2010 (the “2009 Form 10-Qs”), it currently expects to file the
Comprehensive Form 10-K in late April 2010, the 2009 Form 10-Qs and its Annual
Report on Form 10-K for the fiscal year ended January 31, 2010 by the end of
June 2010 and its Quarterly Report on Form 10-Q for the first quarter of the
fiscal year ending January 31, 2011 as promptly as practicable
thereafter.
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: February
8, 2010
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By:
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/s/
Shefali
Shah
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Name:
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Shefali
Shah
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Title:
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Acting
General Counsel and Corporate
Secretary
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