UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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Registrant
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Soliciting Material Pursuant to §240.14a-12
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COMVERSE TECHNOLOGY, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Comverse Technology, Inc. and
Cadian Capital Management Announce Agreement
NEW YORK, New York, May 31, 2012 Comverse Technology, Inc. (Nasdaq: CMVT) (CTI), today announced an agreement with Cadian Capital Management, LLC regarding the composition of
the Boards of Directors of CTI, its majority-owned subsidiary Verint Systems, Inc. (Verint), and its wholly-owned subsidiary Comverse, Inc. (CNS).
Cadian agreed to abandon its solicitation for the election of its director nominees and vote in favor of CTIs director nominees at CTIs upcoming Annual Meeting of Shareholders. Cadian also
agreed to vote in favor of the planned spin-off of CNS to CTIs shareholders, provided the terms of the spin-off are fair and reasonable to and in the best interests of CTIs shareholders, and, if a merger between CTI and Verint to
eliminate the holding company structure is proposed on terms and conditions that are fair and reasonable to, and in the best interests of, CTIs and Verints shareholders, to vote in favor of such merger.
CTI has agreed, immediately prior to the planned spin-off of CNS but subject to fiduciary duties, to appoint a CNS Board of Directors comprised of Steven
Andrews, Susan Bowick, James Budge, Charles Burdick, Doron Inbar, Philippe Tartavull and Mark Terrell. If CTI announces its inability to complete the spin-off of CNS prior to October 31, 2012, abandons the spin-off or the spin-off has not
occurred by October 31, 2012, CTI has agreed, subject to fiduciary duties, to use its reasonable best efforts to cause Messrs. Andrews, Budge and Inbar to be appointed to the CTI Board and, thereafter, to cause Messrs. Robert Dubner, Augustus
Oliver and Theodore Schell to resign upon the earlier of the completion of the spin-off or January 31, 2013.
In addition, CTI has agreed
to use reasonable best efforts to cause three nominees designated by Cadian and reasonably acceptable to the CTI Board to replace Augustus Oliver, Theodore Schell and Mark Terrell as nominees for election as directors at Verints upcoming
Annual Meeting of Stockholders. Accordingly, CTI has agreed to use its reasonable best efforts to cause Verints Annual Meeting, currently scheduled for June 15, 2012, to be postponed to a date not later than July 2, 2012, to
accommodate this change. If this change does not occur at Verints Annual Meeting, CTI has agreed to use its reasonable best efforts to cause the change to occur thereafter.
Additional terms, conditions and contingencies are outlined in a Current Report on Form 8-K being filed by CTI today with the Securities and Exchange Commission.
Charles Burdick, CTIs Chief Executive Officer and Chairman of the Board said, We are pleased to reach an agreement that not only avoids a
costly and distracting solicitation process, but more importantly, fulfills our commitment to good governance with the Boards of CTI, CNS and Verint, that continue to be comprised of highly qualified individuals focused on delivering superior
shareholder returns.
Spin-off of CNS
The spin-off of CNS is subject to a number of conditions, including final approval of the transaction by CTIs Board of Directors, filings with, and the completion of a review process by, the
Securities and Exchange Commission, the approval of CTI shareholders and final approval of certain material agreements by the boards of each of CTI and CNS.
Upon completion of the proposed spin-off and prior to the effect of any transaction that would eliminate the CTI holding company structure, current CTI shareholders would continue to hold their equity in
CTI as well as own 100% of the equity of CNS.
About Comverse Technology, Inc.
CTI, through its wholly-owned subsidiary CNS, is the worlds leading provider of software and systems enabling converged billing and active customer management and value-added voice, messaging and
mobile Internet services. CNS extensive customer base spans more than 125 countries and covers over 450 communication service providers serving more than two billion subscribers. CTI also holds majority ownership positions in Verint (Nasdaq:
VRNT) and privately-held Starhome.
Other important Information
In connection with CTIs upcoming annual meeting of shareholders, a definitive proxy statement has been filed with the SEC on May 18, 2012. BEFORE MAKING ANY VOTING DECISION WITH RESPECT TO
ANY MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING OF SHAREHOLDERS, CTIs SHAREHOLDERS AND INVESTORS ARE URGED TO READ SUCH PROXY STATEMENT, AS SUCH PROXY STATEMENT MAY BE SUPPLEMENTED OR AMENDED, AND OTHER DOCUMENTS FILED WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING OF SHAREHOLDERS. In connection with the previously announced spin-off, a definitive proxy statement for CTIs
shareholders would need to be filed with the SEC and CTI would also mail a final proxy statement to its shareholders. BEFORE MAKING ANY VOTING DECISION WITH RESPECT TO SUCH SPIN-OFF, CTIs SHAREHOLDERS AND INVESTORS ARE URGED TO READ THE PROXY
STATEMENT AND OTHER DOCUMENTS TO BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY, IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WOULD CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED DISTRIBUTION. Investors and
security holders can obtain, without charge, a copy of the proxy statement relating to the annual meeting of shareholders and the proxy statement relating to the proposed spin-off (if and when
available), as well as other relevant documents containing important information about CTI, at the SECs website (http://www.sec.gov). You may also read and copy any reports, statements and other information filed by CTI at the SEC public
reference room at 100 F. Street, N.E. Washington D.C 20549. Please call the SEC at 1800SEC0330 for further information.
CTI
and its directors, executive officers and other members of its management and employees may be deemed to be participants in the solicitation of proxies from its shareholders in connection with the annual meeting of shareholders and the proposed
spin-off. Information concerning the interests of CTIs participants in the solicitation for (i) the annual meeting of shareholders is set forth in the proxy statement relating to the upcoming annual meeting of shareholders filed with the
SEC on May 18, 2012 and CTIs Annual Reports on the Form 10K previously filed with the SEC and (ii) the proposed spin-off in CTIs Annual Reports on the Form 10K, previously filed with the SEC and would be
set forth in the proxy statement relating to the spin-off if and when it becomes available.
ForwardLooking Statements
This press release contains a number of forward-looking statements. Words, and variations of words such as expect,
intend, will, anticipate, believe, propose and similar expressions are intended to identify forward-looking statements. Examples of forward-looking statements include, but are not limited
to, changes to the composition of the boards of directors of CTI, Verint and CNS, CTIs intent to distribute CNS shares to CTI shareholders, CTIs intent to explore the elimination of its holding company structure, and the timing of the
foregoing actions. The forward-looking statements in this press release are based on current expectations and assumptions that are subject to risks and uncertainties, many of which are outside of CTIs control, and could cause results to
materially differ from expectations. Such risks and uncertainties, include, but are not limited to: failure to elect any nominees as directors to the boards of directors of CTI, Verint and CNS; failure to satisfy any of the conditions to the
proposed distribution, including obtaining the required shareholder vote; adverse effects on the market price of CTIs or Verints common stock and on CTIs operating results because of a failure to complete the proposed distribution;
failure to realize the expected benefits of the proposed distribution; negative effects of announcement or consummation of the proposed distribution or strategic alternatives on the market price of CTIs or Verints common stock;
significant transaction costs and/or unknown liabilities; general economic and business conditions that affect CTI and its assets in connection with CTIs announced intentions; unanticipated expenses such as litigation or legal settlement
expenses; tax law changes; the impact of CTIs announced intentions on CTIs employees, customers and suppliers; future opportunities that CTIs board may determine present greater potential to increase shareholder value; and the
ability of the companies to operate independently following the distribution.
Actual results could differ materially. For further information regarding risks and uncertainties associated with CTIs businesses, please also see the risks described in the section
entitled Forward-Looking Statements, Item 1A, Risk Factors and elsewhere in CTIs Annual Report on Form 10-K for the fiscal year ended January 31, 2012 filed with the SEC on April 2, 2012 or in
subsequently filed periodic, current or other reports. CTI undertakes no commitment to update or revise forward-looking statements except as required by law.
Contact:
Paul D. Baker
Comverse Technology, Inc.
paul.baker@cmvt.com
(212) 739-1060
Grafico Azioni Comverse Technology, Inc. (MM) (NASDAQ:CMVT)
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Da Set 2024 a Ott 2024
Grafico Azioni Comverse Technology, Inc. (MM) (NASDAQ:CMVT)
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Da Ott 2023 a Ott 2024