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):
August
17, 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
8.01 Other
Events.
On August
17, 2010, the Securities and Exchange Commission (the “SEC”) issued an order
granting a petition by Comverse Technology, Inc. (the “Company”) for review of
an administrative law judge’s decision to revoke the registration of the
Company’s common stock pursuant to Section 12(j) of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”). Such proceeding had been
instituted because the Company had not become current in its periodic reporting
obligations under the Exchange Act. The SEC’s August 17, 2010 order sets
forth a briefing schedule under which the Company is required to file a brief in
support of the petition for review by September 16, 2010, a brief in opposition
is required to be filed by October 18, 2010 and any reply brief is required to
be filed by November 1, 2010. The Company cannot predict the outcome
of such review at this time.
Following
any adverse determination by the SEC, if issued, the Company will have the
ability to file with the SEC a motion for reconsideration of the final order and
a motion to stay the final order pending judicial review, and to appeal the
final order to the Court of Appeals.
Prior to
any adverse decision by the SEC, the registration of the Company’s common stock
will not be revoked and shares of such common stock may continue to be quoted on
the “pink sheets.” If a final order is issued by the SEC to revoke the
registration of such stock and such order is not stayed, such shares will no
longer be quoted and public trading of the Company’s common stock would
cease. Additional information and risks associated with such a revocation
are set forth in the Company’s Current Report on Form 8-K filed with the SEC on
July 22, 2010.
The
Company continues to make significant progress in its efforts to become current
in its periodic reporting obligations under the federal securities laws.
As disclosed in a Current Report on Form 8−K filed with the SEC on August 12,
2010, the Company currently expects to file its comprehensive Annual Report on
Form 10-K for the fiscal years ended January 31, 2009, 2008, 2007 and 2006 in
September 2010, and its Annual Report on Form 10-K for the fiscal year ended
January 31, 2010 and such quarterly reports as may be required for it to become
current in its periodic reporting obligations as soon as practicable
thereafter. The Company’s ability to meet this timeline remains dependent
upon the achievement of certain remaining milestones in the Company’s reporting
and disclosure processes. If the registration of its common stock is
ultimately revoked, the Company intends to complete the necessary financial
statements, file an appropriate registration statement with the SEC and
seek to have it declared effective in order to resume the registration of such
common stock under the Exchange Act as soon as practicable.
Forward-Looking
Statements
This
Current Report on Form 8-K contains certain statements that constitute
“forward-looking statements” under the Private Securities Litigation Reform Act
of 1995. In some cases, forward-looking statements can be identified by
the use of terminology such as “may,” “expects,” “plans,” “anticipates,”
“estimates,” “believes,” “potential,” “projects,” “forecasts,” “intends,” or the
negative thereof or other comparable terminology. There are numerous risks
and uncertainties that could cause the timing of events to differ materially
from those anticipated by the forward-looking statements in this Current Report
on Form 8-K, including the ineffectiveness of the Company’s disclosure controls
and procedures and continuing material weaknesses in the
Company’s
internal control over financial reporting, and there can be no assurances that
any forward-looking statements will be achieved. The Company undertakes no
commitment to update or revise forward-looking statements except as required by
law.
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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.
COMVERSE
TECHNOLOGY, INC.
|
||||
Date: August
19, 2010
|
By:
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/s/ Shefali A. Shah | ||
Name:
|
Shefali A. Shah | |||
Title:
|
Senior Vice President, General Counsel and Corporate Secretary |
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