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8-K - FORM 8-K - COMVERSE TECHNOLOGY INC/NY/mm04-3012_8k.htm
EX-99.1 - EX.99.1 - PRESS RELEASE - COMVERSE TECHNOLOGY INC/NY/mm04-3012_8ke991.htm
 
 

 
Exhibit 99.2
 

 
Information Concerning Participants in the Company's Solicitation of Proxies
 
Comverse Technology, Inc. (the "Company") and its directors, and certain of its executive officers and employees, may be deemed to be participants in the Company's solicitation of proxies from its shareholders in connection with the Company's annual meeting of shareholders and special meeting of shareholders in connection with the previously announced spin-off of Comverse, Inc., the Company's wholly-owned subsidiary.  The following table sets forth the name, position in the Company and shares of common stock beneficially owned or held as of April 30, 2012 by the Company's directors, executive officers and employees who may be considered "participants" in the Company's solicitation of proxies.  The common stock is the only class of Company equity securities outstanding. Unless otherwise stated, to the best of the Company’s knowledge, each person has sole voting and investment power with respect to the shares listed, including shares which the individual has the right to acquire through exercise of stock options but has not done so.
 
 
 
Name
 
 
 
 
 
Position in the Company
 
 
 
 
 
Amount and Nature
of Beneficial
Ownership (1)
 
 
 
Susan D. Bowick
 
 
 
Director
 
 
 
39,600
 
 
Charles J. Burdick
 
 
 
Chairman of the Board and Chief Executive Officer
 
 
 
84,208
 
 
Robert Dubner
 
 
 
Director
 
 
 
25,334
 
 
Augustus K. Oliver
 
 
 
Director
 
 
 
1,738,105(2)
 
 
Theodore H. Schell
 
 
 
Director
 
 
 
33,488
 
 
Mark C. Terrell
 
 
 
Director
 
 
 
43,389
 
 
John Bunyan
 
 
 
Senior Vice President, Strategy & Innovation
 
 
 
106,023
 
 
Oded Golan
 
 
 
Senior Vice President, Chief Operating Officer of Comverse, Inc.
 
 
 
77,592(3)
 
 
Eric Koza
 
 
 
Senior Vice President, Corporate Development and Financial Strategy
 
 
 
26,000
 
 
Joel Legon
 
 
 
Senior Vice President and Interim Chief Financial Officer
 
 
 
45,982
 
 

 
 
 

 
 
 
 
Aharon Levy
 
 
 
Senior Vice President, BSS General Manager of Comverse, Inc.
 
 
 
5,844
 
 
Gabriel Matsliach
 
 
 
Senior Vice President, Chief Product Officer of Comverse, Inc.
 
 
 
129,814(4)
 
 
Shefali A. Shah
 
 
 
Senior Vice President, General Counsel and Corporate Secretary
 
 
 
87,900
 
 
Paul D. Baker
 
 
 
Vice President, Corporate Marketing and Corporate Communications
 
 
 
110,515(5)
 

 
(1)  
The information contained in the table above reflects "beneficial ownership" of common stock within the meaning of Rule 13d-3 under the Exchange Act. Beneficial ownership reflected in the table above includes shares (a) issuable upon the exercise of stock options that are currently exercisable or exercisable within 60 days of April 30, 2012 and (b) deliverable in settlement of DSU awards that are scheduled to vest within 60 days of April 30, 2012.

(2)  
Consists of 1,693,307 shares of common stock held by the entities referenced below and 44,798 shares of common stock held directly by Mr. Oliver. Mr. Oliver is the (i) Managing Member of Oliver Press Investors, LLC, a Delaware limited liability company and the general partner of each of Davenport Partners, L.P., a Delaware limited partnership (or Davenport), JE Partners, a Bermuda partnership (or JE), and Oliver Press Master Fund LP, a Cayman limited partnership, (or Master Fund and, together with Davenport and JE, the OP Partnerships), and (ii) Managing Member of Oliver Press Partners, LLC, a Delaware limited liability company and the investment adviser to each of the OP Partnerships. The OP Partnerships own certain of the Company's securities, all of which are subject to the shared voting and investment authority of Mr. Oliver, among others.

(3)  
Includes (i) 25,755 shares of common stock issuable upon exercise of stock options that are currently exercisable and options that are exercisable within 60 days of April 30, 2012 and (ii) 12,333 shares of common stock deliverable in settlement of DSU awards that are scheduled to vest within 60 days of April 30, 2012.

(4)  
Includes 91,000 shares of common stock issuable upon exercise of stock options that are currently exercisable.

(5)  
Includes 81,250 shares of common stock issuable upon exercise of stock options that are currently exercisable.