DEFA14A 1 d363173ddefa14a.htm DEFINITIVE ADDITIONAL MATERIALS Definitive Additional Materials

 

 

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

Filed by the Registrant  x                            Filed by a Party other than the Registrant  ¨

Check the appropriate box:

 

¨   Preliminary Proxy Statement
¨   Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨   Definitive Revised Proxy Statement
x   Definitive Additional Materials
¨   Soliciting Material Pursuant to §240.14a-12

COMVERSE TECHNOLOGY, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
x   No fee required
¨   Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11
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Title of each class of securities to which transaction applies:

 

 

   

 

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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

 

   

 

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¨   Fee paid previously with preliminary materials.
¨   Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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As previously disclosed, on May 30, 2012, Comverse Technology, Inc. (“CTI”) and Cadian Capital Management, LLC, Cadian Fund LP, Cadian Master Fund LP and Cadian GP LLC (collectively referred to as the “Cadian Group”) entered into an agreement (the “Settlement Agreement”) pursuant to which, among other things, Cadian Group terminated its solicitation for the election of its nominees as directors of CTI at the 2012 Annual Meeting currently scheduled for June 28, 2012. Pursuant to the Settlement Agreement, CTI will reimburse up to $300,000 of the reasonable, out-of-pocket documented expenses of the Cadian Group incurred since March 2012 in connection with Cadian Group’s solicitation. The Settlement Agreement was filed with the Securities and Exchange Commission by CTI as Exhibit 10.1 to its Form 8-K on May 31, 2012.