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EX-3.1 - EX.3.1 - AMENDED BY-LAWS - COMVERSE TECHNOLOGY INC/NY/ | mm03-1210_8ke31.htm |
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):
March 10,
2010
COMVERSE
TECHNOLOGY, INC.
|
(Exact
name of registrant as specified in its
charter)
|
NEW
YORK
|
0-15502
|
13-3238402
|
(State
or other jurisdiction
|
(Commission
|
(IRS
Employer
|
of
incorporation)
|
File
Number)
|
Identification
No.)
|
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
CertainOfficers; Compensatory
Arrangements of Certain Officers.
(e) Compensatory
Arrangements of Certain Officers
The Board
of Directors (the “Board”) of Comverse Technology, Inc. (the “Company”) and its
Compensation and Leadership Committee made determinations with respect to the
compensation of certain named executive officers of the Company for the fiscal
year ended January 31, 2010 (“Fiscal 2009”) and the fiscal year ending January
31, 2011 (“Fiscal 2010”).
On March
11, 2010, upon recommendation of the Compensation and Leadership Committee, the
Board approved (i) discretionary Fiscal 2009 incentive cash awards to each of
Dror Bin, the Executive Vice President, President, Global Sales, of Comverse,
Inc. and Gabriel Matsliach, the Senior Vice President, Global Products and
Operations of Comverse, Inc. in the amount of $80,000 and $65,000 ,
respectively, and (ii) a contractual Fiscal 2009 incentive cash award in the
amount of $275,000 to Stephen M. Swad, the Company’s Executive Vice President
and Chief Financial Officer.
Additionally,
on March 11, 2010, upon recommendation of the Compensation and Leadership
Committee, the Board approved the grant of deferred stock unit (“DSU”) awards to
Messrs. Swad and Matsliach of 150,000 shares and 90,000 shares, respectively,
under the Comverse Technology, Inc. 2005 Stock Incentive Compensation
Plan. Each DSU award represents the right to receive one share of the
Company’s common stock at the end of the applicable deferral
period. The DSU awards are scheduled to vest as 40%, 30% and 30% of
the shares covered by such DSU awards on the first, second and third anniversary
of the date of grant, respectively.
Due to
provisions of applicable Israeli securities laws, the Company’s ability to grant
incentive equity securities to its Israeli-based employees is
limited. Management has made equity grant recommendations to the
Company’s Compensation and Leadership Committee and the Company anticipates that
grants of incentive equity securities to Israeli-based employees, including Mr.
Bin, will be considered by the Compensation and Leadership Committee and the
Board as soon as practicable after the restrictions under Israeli securities
laws cease to apply.
Item
5.03. Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year
On March
10, 2010, the Board approved the Amended and Restated By-Laws of the Company
(the “By-Laws”). The following description of the amendments to the
By-Laws is not complete and is qualified in its entirety by the By-Laws, a copy
of which is attached to this Current Report on Form 8-K as Exhibit 3.1 and is
incorporated herein by reference.
Notice: The
By-Laws were amended to permit written notice to members of the Board by
electronic (or e-mail) transmission delivery under certain circumstances
(Article II, Section 5, Article V, Section 2 and Article VII, Section
1).
Election of Directors in a
Special Shareholder Meeting: The By-Laws were amended to allow
the election of directors in a special meeting of shareholders called for such
purpose in addition to an annual meeting of shareholders (Article IV, Sections 2
and 3(a)).
Advance Notice
Requirement. The By-Laws were amended to clarify advance
notice requirements for shareholder proposals and director nominations by
shareholders by specifying that, in order to be considered timely, such proposal
must be received not later than the close of business on the tenth (10th) day
following the date on which public announcement of the meeting date is first
made by the Company if no annual meeting was held in the previous year (Article
II, Section 6 and Article IV, Section 3(a)).
Shareholder
Proposals. The By-Laws were amended to expand the information
required in a written notice of a shareholder’s intention to bring a shareholder
proposal or make a director nomination to be considered properly
submitted. This amendment requires increased transparency with
respect to shareholders’ interests and intentions to require, among other
things, (i) with respect to a shareholder proposal, a description of the
shareholder proposal (not only the text of the proposed resolutions) and the
reasons for the proposal and any material interest of the shareholder or
beneficial holder in the proposal, (ii) detailed information regarding the
shareholder’s ownership of the Company’s securities (including, for example, any
hedging arrangements or derivative or short positions), (iii) a description of
any agreement, arrangement or understanding with respect to the proposal between
or among the shareholder and other third parties acting in concert with respect
to the foregoing and (iv) a representation whether the shareholder or beneficial
owner, if any, intends or is part of a group which intends to deliver a proxy
statement and/or form of proxy to holders with sufficient ownership to approve
or adopt the proposal or elect the nominee by proxy or otherwise to solicit
proxies from shareholders in support of such proposal (Article II, Section 6 and
Article IV, Section 3(a)).
Board
Committees. The By-Laws were amended to delete certain
provisions relating to the committees of the Board as they are covered by
resolutions adopted by the Board and by the relevant committee charters (Article
VI).
Indemnification. The
By-Laws were amended to reinstate the indemnification provisions (Article IX)
that had been adopted by the Company’s shareholders in 1987, as revisions to
such provisions require approval of the Company’s shareholders. The
Board intends to recommend adoption of certain amendments to those provisions at
the next annual meeting of shareholders.
Uncertificated
Shares. The By-Laws were amended to permit the use of
uncertificated shares of stock in conformity with NASDAQ requirements (Article
X, Sections 1, 3 and 4).
Item
9.01 Financial
Statements and Exhibits.
(d)
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Exhibits
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Exhibit
No.
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Description
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3.1
|
By-laws
of Comverse Technology, Inc., as amended and restated on March 10,
2010
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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.
Date: March
15, 2010
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By:
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/s/ Shefali
A. Shah
|
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Name:
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Shefali
A. Shah
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||
Title:
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Senior
Vice President, General Counsel and Corporate
Secretary
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EXHIBIT
INDEX
Exhibit
No.
|
Description
|
3.1
|
By-laws
of Comverse Technology, Inc., as amended and restated on March 10,
2010
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