- Current report filing (8-K)
05 June 2012 - 6:19AM
Edgar (US Regulatory)
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): May 30, 2012
COMVERSE TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
NEW YORK
|
|
001-35303
|
|
13-3238402
|
(State or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(IRS Employer
Identification No.)
|
810 Seventh Avenue,
New York, New York
10019
(Address of Principal Executive Offices)
(Zip Code)
Registrants 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 Certain Officers; Compensatory Arrangements of Certain Officers.
|
(e)
On May 30, 2012, the Board of Directors (the Board) of Comverse Technology, Inc. (the Company), upon the recommendation of its Compensation and Leadership Committee, approved
certain amendments (the Amendment) to the terms of the Employment Letter, dated March 9, 2011 (the Employment Letter), between Mr. Charles J. Burdick, the Chairman of the Board and the Chief Executive Officer
of the Company, and the Company, to adjust the compensation terms following a material change in the scope of his role, including as a result of the engagement of a Chief Executive Officer of Comverse, Inc., the Companys wholly-owned
subsidiary (Comverse). Pursuant to the amendments, (i) Mr. Burdicks annual base salary is reduced effective June 1, 2012 from $820,000 to $470,000 for the duration of his temporary relocation to New York and
will be reduced to $350,000 when the relocation ends; (ii) Mr. Burdicks annual on-target bonus for the fiscal year ending January 31, 2013 (Fiscal 2012) is adjusted to $273,333, to pro rate for his actual period of
service as Chief Executive Officer of Comverse during Fiscal 2012 prior to June 1, 2012; (iii) Mr. Burdick will receive for his service as Executive Chairman and Chief Executive Officer for the remainder of the second quarter of
Fiscal 2012, a restricted stock unit (RSU) award covering shares of the Companys common stock having a market value of $267,392 as of the close of business on July 31, 2012 and, thereafter, Mr. Burdick will be entitled to
receive, consistent with the terms of the Employment Letter, grants of RSU awards under the Companys stock incentive plans covering shares of the Companys common stock equal to the value of $200,000 per fiscal quarter (with the number of
RSUs to be awarded to be based on the closing price per share of the Companys common stock on the last trading day of each fiscal quarter), with such RSU awards to be issued quarterly in arrears and prorated for any partial quarters; and
(iv) Mr. Burdick will be entitled to receive a one-time, lump sum payment in the amount of $300,000 upon consummation of the proposed distribution of the Companys shares of CNS to its shareholders if completed on or prior to
January 31, 2013. The foregoing description is subject to, and qualified in its entirety by the full text of the Amendment, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 9.01.
|
Financial Statements and Exhibits.
|
|
|
|
Exhibit
No.
|
|
Description
|
|
|
10.1
|
|
Amendment, dated June 4, 2012, to the Employment Letter, dated March 9, 2011, between Mr. Charles J. Burdick and Comverse Technology, Inc.
|
1
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: June 4, 2012
|
|
|
|
|
|
|
COMVERSE TECHNOLOGY, INC.
|
|
|
|
|
|
By:
|
|
/s/ Shefali A. Shah
|
|
|
Name:
|
|
Shefali A. Shah
|
|
|
Title:
|
|
Senior Vice President, General Counsel and Corporate Secretary
|
2
Exhibit Index
|
|
|
Exhibit
No.
|
|
Description
|
|
|
10.1
|
|
Amendment, dated June 4, 2012, to the Employment Letter, dated March 9, 2011, between Mr. Charles J. Burdick and Comverse Technology, Inc.
|
Comverse Technology, Inc. (MM) (NASDAQ:CMVT)
Historical Stock Chart
From Jun 2024 to Jul 2024
Comverse Technology, Inc. (MM) (NASDAQ:CMVT)
Historical Stock Chart
From Jul 2023 to Jul 2024