Attached files
| file | filename |
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| EX-99.1 - COMVERSE TECHNOLOGY INC/NY/ | mm04-0710_8ke991.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):
April 2,
2010
|
COMVERSE
TECHNOLOGY, INC.
|
|
(Exact
name of registrant as specified in its
charter)
|
|
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
|
|
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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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
¨
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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
The United States District Court for
the Eastern District of New York (the “Court”) preliminarily approved the
settlement of certain shareholder derivative actions. As previously
disclosed by the Company in a Current Report on Form 8-K filed on December 18,
2009, the Company entered into a Stipulation of Compromise and Settlement with
the parties in the shareholder derivative action captioned In re Comverse Technology, Inc.
Derivative Litigation, No.
06-CV-1849 (NGG)(RER) (the “Shareholder Derivative
Action”). On March 25, 2010, the Company entered into a Stipulation
of Settlement to settle the shareholder derivative action captioned Levy v. Koren and John Does
1-20, No. 07-CV-0896 (NGG)(RER) (the “Levy Action”), which had been filed
in the United States District Court for the Southern District of New York in
2007. The Levy Action alleges violations of Section 16(b) of the
Securities Exchange Act of 1934, as amended, by a former officer of a subsidiary
of the Company. In connection with the settlement of the Shareholder
Derivative Action, the Levy Action was transferred to the United States District
Court for the Eastern District so that it could be coordinated, solely for
settlement purposes, with the Shareholder Derivative Action.
The Court scheduled a consolidated
hearing to determine whether to approve the settlements of the Shareholder
Derivative Action and the Levy Action (collectively, the “Actions”) for 10:00
a.m. on June 21, 2010 at the United States Courthouse, 225 Cadman Plaza East,
Brooklyn, New York 11021, Courtroom 4D. In addition, the Court
required that the Company file the Notice of Pendency and Settlements of
Shareholder Actions and of Settlement Hearing (the “Notice”) as an exhibit to
this Current Report on Form 8-K as a means of providing notice of the proposed
settlements of the Actions to the Company’s shareholders. The Notice
is attached hereto as Exhibit 99.1.
In
addition, the Court has also preliminarily approved the previously disclosed
settlement of the shareholder class action captioned In re Comverse Technology, Inc.
Securities Litigation, No. CV-06-1825 (NGG) (RER) (the “Class
Action”) and has scheduled a hearing for June 21, 2010 to determine whether to
finally approve the settlement. Notice of the settlement of the Class
Action and the hearing will be mailed to members of the class and a summary
notice will also be published in the Wall Street Journal and
posted on a national business wire in the United States and
Israel.
The foregoing description does not
purport to be complete and is qualified in its entirety by the Notice attached
hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
Item
9.01. Financial
Statements and Exhibits.
(d) Exhibits
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Exhibit No.
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Description
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99.1
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Notice
of Pendency and Settlements of Shareholder Actions and of Settlement
Hearing
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2
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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Date: April
7, 2010
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By:
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/s/
Shefali A. Shah
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||
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Name:
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Shefali
A. Shah
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|||
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Title:
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Senior
Vice President, General Counsel and Corporate Secretary
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|||
3
EXHIBIT
INDEX
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Exhibit No.
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Description
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99.1
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Notice
of Pendency and Settlements of Shareholder Actions and of Settlement
Hearing
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4