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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

(Amendment No. 2)

Filed by the Registrant  x

Filed by a Party other than the Registrant  ¨

Check the appropriate box:

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):

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COMVERSE TECHNOLOGY, INC.

810 Seventh Avenue

New York, NY 10019

September 6, 2012

Dear Shareholder:

You are cordially invited to attend a special meeting of shareholders of Comverse Technology, Inc. (or CTI) to be held on October 10, 2012, at 10:00 a.m., New York City time, at the offices of Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New York, NY 10153.

At the special meeting, you will be asked to approve (1) the spin–off of Comverse, Inc. (or Comverse), which is a wholly–owned subsidiary of CTI, to be effected by means of a pro rata distribution of 100% of the outstanding shares of Comverse common stock to CTI shareholders (referred to as the share distribution), (2) the Comverse, Inc. 2012 Stock Incentive Compensation Plan, (3) the Comverse, Inc. 2012 Annual Performance Bonus Plan, (4) a contingent amendment to CTI’s certificate of incorporation to effect a contingent reverse stock split of CTI’s outstanding common stock (referred to as the reverse stock split) and (5) the adjournment or postponement of the special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes in favor of the foregoing proposals.

We believe the share distribution will create value for CTI shareholders through direct share ownership in an independent Comverse. In addition, as a result of the Board of Directors’ consideration of strategic alternatives, we have entered into a merger agreement with Verint Systems Inc. (or Verint), a publicly traded subsidiary in which we own a controlling interest, pursuant to which we intend to merge with and into a wholly–owned subsidiary of Verint, as more fully described in the enclosed proxy statement. It is a condition to the completion of the merger with Verint that we dispose of our interest in Comverse prior to consummation of the merger. Consequently, approval by our shareholders of the share distribution will help us meet the conditions to the Verint merger. You are not being asked to consider or vote to approve the Verint merger at this special meeting; however, if the share distribution is not approved and we do not otherwise dispose of our interest in Comverse, we will not be able to consummate the Verint merger as currently contemplated by the merger agreement. If the share distribution is completed, we will call and hold a future special meeting of the shareholders relating to the Verint merger.

As previously disclosed, our Board of Directors, with the assistance of its financial advisors, Goldman, Sachs & Co. and Rothschild Inc., has analyzed and considered strategic alternatives for Comverse as well as our company as a whole. Based on these analyses and considerations, our Board of Directors believes that the proposed share distribution to our shareholders offers the most effective means of maximizing shareholder value by, among other things, giving CTI shareholders a direct interest in Comverse and, following the Verint merger, a direct interest in Verint.

After careful consideration, our Board of Directors has approved the proposal to spin off Comverse as described in the enclosed proxy statement, as well as the other proposals described in the enclosed proxy statement, and recommends that you vote “FOR” each of these proposals.

Your vote is very important, regardless of the number of shares of common stock that you own. The share distribution cannot be completed without the affirmative vote of at least two-thirds of our outstanding shares of common stock. Accordingly, we urge you to please complete, sign and date the enclosed proxy card and return it as promptly as possible, even if you intend to attend the special meeting.

Please review in detail the enclosed proxy statement and its annexes, which we strongly encourage you to read in their entirety, for a more complete statement regarding the proposal to complete the share distribution as well as the other proposals described in the enclosed proxy statement.

On behalf of our Board of Directors, I thank you for your support and urge you to vote “FOR” the proposals described in the enclosed proxy statement.

Sincerely,

Charles J. Burdick

Chairman of the Board and Chief Executive Officer

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COMVERSE TECHNOLOGY, INC.

810 Seventh Avenue

New York, NY 10019

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To be held on October 10, 2012

To the Shareholders of Comverse Technology, Inc.:

A special meeting of shareholders of Comverse Technology, Inc. (or CTI) will be held on October 10, 2012, at 10:00 a.m., New York City time, at the offices of Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New York, NY 10153 (referred to as the Special Meeting). At the Special Meeting, you will be requested to consider and vote upon the following proposals:

These items are more fully described in the following pages. Shareholders of record at the close of business on August 27, 2012 are entitled to attend and vote at the Special Meeting. Because of the significance of the share distribution, your participation in the Special Meeting, in person or by proxy, as well as your vote are especially important. You are not being requested to consider or vote upon the approval of the Verint merger at this special meeting. Such approval will be sought at a future meeting of shareholders if CTI disposes of its interests in Comverse.

Shareholders who do not vote in favor of the share distribution will have the right to seek appraisal and receive the fair value of their shares in lieu of receiving the shares of Comverse common stock if the share distribution is completed, but only if they perfect their appraisal rights by complying with the required procedures under New York law, which are summarized in the accompanying proxy statement.

Shareholders of record may vote their shares by using the Internet or the telephone. Instructions for using these convenient services are set forth on the enclosed proxy card. You may also vote your shares by marking your votes on the enclosed proxy card, signing and dating it, and mailing it in the enclosed postage-paid envelope. Any shareholder attending the Special Meeting may vote in person, even if you have already voted on the proposal described in this proxy statement, and proof of identification will be required to enter the Special Meeting. If your shares are held in the name of your broker, bank or other nominee, you must bring an account statement or letter from the nominee indicating that you were the beneficial owner of the shares on August 27, 2012, the record date for the Special Meeting. If you hold your shares through a broker, bank or other nominee and wish to vote your shares at the Special Meeting, you must obtain a legal proxy from your broker, bank or other nominee. Please note that cameras and other recording equipment will not be permitted at the Special Meeting.

						By Order of the Board of Directors,
New York, New York September 6, 2012						Shefali A. Shah Senior Vice President, General Counsel and Corporate Secretary

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LIST OF ANNEXES

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INTRODUCTION AND Q&A

Introduction and definitions

The following summary is an overview of selected information contained in this proxy statement about proposals that our shareholders are being asked to consider:

You are not being requested to consider or vote upon the approval of the Verint merger at this meeting. Such approval will be sought at a future special meeting of shareholders if CTI disposes of its interests in Comverse.

This proxy statement is first being mailed to shareholders on or about September 6, 2012.

Except as otherwise indicated, the information included in this proxy statement, including all financial statements, assumes the completion of all the transactions referred to in this proxy statement as the share distribution, including the contribution to Comverse of the CTI subsidiaries it intends to contribute to Comverse of Exalink Ltd. by CTI immediately prior to the share distribution.

Use in this proxy statement of the terms:

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All information in this proxy statement related to the number of shares of Comverse common stock that will be outstanding after the share distribution assumes that no holder of CTI common shares exercises appraisal rights in connection with the vote to approve the share distribution. To the extent that a holder of CTI common shares exercises appraisal rights, such holder will not receive its pro rata share of Comverse common stock in the share distribution and such shares will be contributed by CTI to Comverse. See “PROPOSAL 1 AUTHORIZATION OF THE SHARE DISTRIBUTION—Appraisal Rights.”

Questions & Answers about the Special Meeting

ABOUT THE SHARE DISTRIBUTION

Under New York corporate law, in order for CTI to effect this share distribution and the corresponding separation, approval of the share distribution must be obtained from CTI shareholders holding at least two-thirds of the outstanding CTI common shares. CTI is holding the Special Meeting in order to obtain this shareholder approval.

Holders of CTI common shares are entitled to appraisal rights in connection with the vote to approve the share distribution. To the extent that any such holder exercises appraisal rights such holder will not receive shares of Comverse common stock in the share distribution, and such shares will be contributed to Comverse by CTI. See “PROPOSAL 1 AUTHORIZATION OF THE SHARE DISTRIBUTION—Appraisal Rights.”

This proxy statement contains important information about the Special Meeting and the proposed share distribution, including information relating to the share distribution, certain matters required to be undertaken by CTI in anticipation of the share distribution, information relating to certain agreements and arrangements to be entered into between CTI and Comverse in connection with the share distribution, and information relating to CTI on a pro forma basis giving effect to the share distribution.

In connection with the share distribution, Comverse is also required to file, and has filed with the SEC, a Registration Statement on Form 10 which contains important information about the share distribution, including audited combined financial statements of Comverse, information relating to Comverse on a pro forma basis giving effect to the share distribution and other information regarding Comverse, as well as certain risks involved in holding Comverse common stock following the share distribution and risks associated with Comverse’s business generally. The Registration Statement on Form 10 includes an information statement setting forth such information. Assuming shareholder approval required to effect the share distribution is obtained at the Special Meeting, the final version of the Information Statement will be distributed to CTI shareholders who hold CTI common shares as of the record date for the share distribution (which record date is expected to be established by the Board of Directors shortly following the Special Meeting). A copy of the preliminary version of the information statement, on file with the SEC as of the date of this proxy statement, is included in this proxy statement as Annex A. We refer to this preliminary information statement as the “Preliminary Information Statement” throughout this proxy statement.

You should read this proxy statement and the annexes hereto, including the Preliminary Information Statement, carefully and in their entirety.

Your vote is very important. We encourage you to vote as soon as possible. For more information on how to vote your shares, please see “THE SPECIAL MEETING OF SHAREHOLDERS” below.

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The CTI Board of Directors also considered a number of potentially negative factors in evaluating the share distribution, including, in the case of (i) both companies, increased costs and disruptions to the businesses as a result of the share distribution, (ii) us, (A) the risk that CTI may be unable to effectuate the share distribution or otherwise dispose of its interest in Comverse even after receiving shareholder approval, which would allow Verint to terminate the Verint Merger Agreement and, if so terminated, under certain circumstances would (1) allow Verint to purchase from us such number of Verint voting securities that would cause us to lose our majority controlling interest in Verint and (2) restrict our ability to vote or acquire shares of Verint stock and nominate directors to the Verint board of directors, and (B) our loss of an operating business to generate cash flow until elimination of the holding company structure and (iii) Comverse, the loss of ability to obtain capital resources from us and limitations placed on Comverse as a result of agreements it is expected to enter into with us in connection with the share distribution. Notwithstanding these potentially negative factors, however, the CTI Board of Directors determined that the share distribution was the best alternative to enhance shareholder value taking into account the factors discussed above. For a more detailed discussion relating to the negative factors considered by the CTI Board, see “PROPOSAL 1 AUTHORIZATION OF THE SHARE DISTRIBUTION—CTI’s Reasons for the Share Distribution.”

In addition to the share distribution, we considered a number of strategic alternatives for us as a whole as well as for our individual businesses. See “PROPOSAL 1 AUTHORIZATION OF THE SHARE DISTRIBUTION—CTI’s Reasons for the Share Distribution” for a discussion of these strategic alternatives and why CTI elected to pursue the share distribution.

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If you sign your proxy card without indicating your vote, your CTI common shares will be voted “FOR” the authorization of the share distribution, “FOR” approval of the Comverse, Inc. 2012 Stock Incentive Compensation Plan, “FOR” approval of the Comverse, Inc. 2012 Annual Performance Bonus Plan, “FOR” the contingent amendment of CTI’s certificate of incorporation to effect a contingent reverse stock split of issued and outstanding CTI common shares, “FOR” adjournment or postponement of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes in favor of the foregoing proposals and in accordance with the best judgment of the persons appointed as proxies on any other matters properly brought before the Special Meeting for a vote.

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See “PROPOSAL 1 AUTHORIZATION OF THE SHARE DISTRIBUTION—General Summary of the Share Distribution—Listing of Comverse Common Stock and Trading of CTI Common Shares” for more information.

In the case of a U.S. holder of CTI common stock that is an individual, dividend income should generally be subject to U.S. federal income tax at a maximum rate of 15% (provided that certain holding period requirements are met), which rate is scheduled to be increased to 39.6% for dividends received after December 31, 2012. To the extent that the fair market value of the Comverse common stock distributed exceeds a holder’s share of CTI’s current and accumulated earnings and profits, the excess will not constitute a dividend but will instead be treated first as a tax-free return of capital, to the extent of the holder’s adjusted basis in its CTI common stock (with a corresponding reduction in such basis), and thereafter as capital gain. Any capital gain recognized by a U.S. holder will generally be long-term capital gain if the holder has held its CTI common stock for more than one year. In the case of a U.S. holder that is

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an individual, long-term capital gains should generally be subject to U.S. federal income tax at a maximum rate of 15% (which rate is scheduled to be increased to 20% for capital gains recognized after December 31, 2012).

A holder’s tax basis in the Comverse common stock received in the share distribution will be equal to the fair market value of the Comverse common stock received on the date of the share distribution. Your receipt of cash in lieu of fractional shares of Comverse common stock generally will result in a taxable gain or loss for U.S. federal income tax purposes.

See “PROPOSAL 1 AUTHORIZATION OF THE SHARE DISTRIBUTION—Certain Material U.S. Federal Income Tax Consequences” below for a more detailed description of the U.S. federal income tax consequences of the share distribution, including the U.S. federal income tax consequences to non-U.S. holders.

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Stock Option Awards

CTI options will be adjusted as described below based on (1) the optionholder’s employer following the share distribution and (2) whether the CTI options have an exercise price that is (A) less than $10.52 per share (referred to as the Group A options) or (B) equal to or greater than $10.52 per share (referred to as the Group B options).

On the distribution date, CTI options (Group A and Group B) held by Comverse officers and employees will be converted into options for shares of Comverse common stock. As of the distribution date, CTI options (Group A and Group B) held by our employees and by Verint employees will remain CTI options. In the event that Starhome is contributed to Comverse and the Starhome Disposition is not completed by the distribution date, any outstanding CTI options (Group A and Group B) held by Starhome officers and employees will be converted into options for shares of Comverse common stock and will be treated in the same manner as CTI options held by Comverse officers and employees, as described below.

We expect that, on the distribution date, there will be outstanding Group A options to purchase approximately 1,636,205 CTI common shares. Currently, Comverse officers and employees hold Group A options to purchase 1,606,643 CTI common shares, our employees hold options to purchase 20,562 CTI common shares and Comverse consultants hold options to purchase 9,000 CTI common shares. The exercise price of the Group A options held by Comverse employees will be adjusted such that the exercise price will equal one hundred percent (100%) of the published closing trading price of a share of Comverse common stock on the NASDAQ Stock Exchange on the distribution date. The number of shares of Comverse common stock subject to the Group A options will be adjusted such that for each award, the aggregate Black-Scholes value of the Group A options immediately after the distribution date is equal to the aggregate Black-Scholes value of the Group A options immediately before the distribution date. The adjusted Group A options will have a new term of ten years beginning on the distribution date. Any fractional shares resulting from the adjustment will be rounded up to the nearest whole share. All other terms of the Group A options will remain the same, including continued vesting pursuant to the current terms of the awards.

We expect that, on the distribution date, there will be outstanding Group B options to purchase approximately 1,787,263 CTI common shares held by Comverse officers and employees. Currently, Comverse officers and employees hold Group B options to purchase 1,686,838 CTI common shares, our employees hold options to purchase 69,550 CTI common shares and Comverse consultants hold options to purchase 30,875 CTI common shares. The exercise price of the Group B options will be adjusted such that the exercise price will equal two hundred percent (200%) of the published closing trading price of a share of Comverse common stock on the NASDAQ Stock Exchange on the distribution date. The number of shares of Comverse common stock subject to the Group B options will be adjusted such that for each award the aggregate Black-Scholes value of the Group B Options immediately after the distribution date is equal to the aggregate Black-Scholes value of the Group B options immediately before the distribution date. The adjusted Group B options will have a remaining term that is the same as the existing option term. Any fractional shares resulting from the adjustment will be rounded up to the nearest whole share. All other terms of the Group B options will remain the same, including continued vesting pursuant to the current terms of the awards.

The exercise price and the number of shares underlying CTI options held by our officers and employees and Verint officers and employees will be adjusted as described above for the Group B options (as all such options have an exercise price that is equal to or greater than $10.52 per share) except that these optionholders will retain options to purchase CTI common shares and will be adjusted such that the exercise price will equal two hundred percent (200%) of the published closing trading price of a CTI common share

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on the NASDAQ Stock Exchange (traded the “regular way”) on the distribution date. Any fractional shares resulting from the adjustment will be rounded up to the nearest whole share. All other terms of the options will remain the same, including continued vesting pursuant to the current terms of the awards.

Currently, there are no CTI options that are “in the money,” (i.e., where the exercise price is less than the trading price of the CTI stock). However, in the event that any CTI options are in the money on the distribution date due to changes in the CTI stock price, such options will be adjusted or replaced (based on the employer of such officer or employee as described above) in a manner that preserves the aggregate in-the-money value of such options.

Unvested Restricted Stock Units (RSUs) and Unvested Deferred Stock Units (DSUs)

We expect that as of the distribution date, unvested CTI RSUs and unvested CTI DSUs held by Comverse officers and employees will be replaced with Comverse DSUs and RSUs. Following the distribution date, the number of shares of Comverse common stock underlying the replaced RSUs and DSUs will be equal to (1) the number of CTI common shares underlying the CTI RSUs and CTI DSUs held as of the distribution date multiplied by (2) a ratio, the numerator of which is equal to the published closing trading price of a CTI common share on the NASDAQ Stock Exchange (traded the “regular way”) on the day prior to the distribution date and, the denominator of which is equal to the published closing trading price of a share of Comverse common stock on the NASDAQ Stock Exchange on the distribution date. In lieu of issuing fractional RSUs or DSUs, a cash payment equal to the value of the fractional share, if any, will be made to the holder. All other terms and conditions of our RSUs and DSUs will remain the same, including continued vesting pursuant to the current terms of the awards.

As of the distribution date, unvested CTI RSUs and unvested CTI DSUs held by CTI directors, officers and employees will remain CTI RSUs or CTI DSUs. Following the distribution date, the number of CTI common shares underlying the CTI RSUs and CTI DSUs will be equal to (1) the number of CTI shares of common stock underlying the CTI RSUs and CTI DSUs held as of the distribution date multiplied by (2) a ratio, the numerator of which is equal to the published closing trading price of a CTI common share on the NASDAQ Stock Exchange (traded the “regular way”) on the day prior to the distribution date and, the denominator of which is equal to the published closing trading price of a CTI common share on the NASDAQ Stock Exchange (traded “ex-dividend”) on the distribution date. In lieu of issuing fractional RSUs or DSUs, a cash payment equal to the value of the fractional share, if any, shall be made to the holder. All other terms of the CTI RSUs and CTI DSUs will remain the same, including vesting pursuant to the current terms of the awards.

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ABOUT THE REVERSE STOCK SPLIT

Beginning on the effective date of the reverse stock split, each certificate representing pre-reverse stock split CTI common shares will be deemed for all corporate purposes to evidence ownership of post-reverse stock split CTI common shares.

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In general, the receipt of cash by a U.S. Holder instead of a fractional share generally will result in taxable gain or loss for U.S. federal income tax purposes.

See “PROPOSAL 4 CONTINGENT REVERSE STOCK SPLIT OF CTI COMMON SHARES AND AMENDMENT TO CTI’S CERTIFICATE OF INCORPORATION TO EFFECT THE CONTINGENT REVERSE STOCK SPLIT OF THE ISSUED AND OUTSTANDING CTI COMMON SHARES—Certain Material U.S. Federal Income Tax Consequences of the Reverse Stock Split” below for a more detailed description of the U.S. federal income tax consequences of the reverse stock split, including the U.S. federal income tax consequences to non-U.S. holders.

ABOUT THE SPECIAL GENERAL MEETING

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CTI has sent these materials to each person who is registered as a holder of its shares of common stock in its register of shareholders (such owners are often referred to as “holders of record” or “registered shareholders”) as of the close of business on August 27, 2012, the record date for the Special Meeting. Any CTI shareholder as of the record date for the Special Meeting who does not receive a copy of the Notice of Special Meeting and this proxy statement, together with the enclosed proxy card or voting instruction card, may obtain a copy at the Special Meeting or by contacting CTI at (212) 739-1000. In addition, CTI shareholders may contact D.F. King & Co., Inc., our proxy solicitor in connection with the Special Meeting, at (888) 605-1958.

CTI has requested that banks, brokerage firms and other nominees who held CTI common shares on behalf of the owners of such common shares (such owners are often referred to as “beneficial shareholders” or “street name holders”) as of the close of business on August 27, 2012 forward these materials, together with a proxy card or voting instruction card, to those beneficial shareholders. CTI has agreed to pay the reasonable expenses of the banks, brokerage firms and other nominees for forwarding these materials.

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Even if you plan to be present at the Special Meeting, we encourage you to complete and mail the enclosed card to vote your CTI common shares by proxy. Telephone and Internet voting facilities for shareholders will be available 24 hours a day and will close at 11:59 p.m. New York City time on October 9, 2012.

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Proxy cards must be received by no later than 10:00 a.m. (New York City time) on October 10, 2012. Telephone and Internet voting will be available until 11:59 p.m., New York City time, on October 9, 2012.

If your shares are held in the name of a broker, bank or other nominee, please follow the voting instructions on the forms you receive from your record holder. The availability of voting by Internet or telephone will depend upon their voting procedures.

Occasionally, shareholders provide written comments on their proxy cards, which may be forwarded to management and our Board of Directors.

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Additional solicitation may be made by telephone, facsimile or other contact by certain directors, officers, employees or agents of CTI, none of whom will receive additional compensation therefor.

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SUMMARY OF THE SHARE DISTRIBUTION

This summary contains selected information from this proxy statement relating to the share distribution and may not contain all of the information that is important to you. To fully understand the share distribution and the transactions contemplated by it, and to obtain a more complete description of the legal terms thereof, you should carefully read this entire document, including the annexes, and the documents to which we refer you. See “OTHER MATTERS—Where You Can Find Additional Information.”

The Share Distribution

CTI’s Board of Directors has determined that it is in the best interests of CTI and its shareholders to pursue the share distribution and the spin–off of Comverse into a separate, independent, publicly traded company, which it intends to accomplish through a pro rata distribution to CTI’s shareholders of 100% of the outstanding common stock of Comverse. Following the share distribution, Comverse will be an independent, publicly traded company owned by the holders of CTI common shares. CTI will not own any capital stock of Comverse following completion of the share distribution. In connection with the share distribution, Comverse has applied to list its common stock on NASDAQ under the symbol “CNSI.” In connection with the share distribution, we will also contribute Exalink Ltd., our wholly-owned subsidiary, to Comverse. Other than holding certain intellectual property rights, Exalink Ltd. has no operations. This contribution will occur immediately prior to the completion of the share distribution.

As a result of our efforts to evaluate and eliminate the holding company structure, on August 12, 2012, we entered into the Verint Merger Agreement pursuant to which CTI will merge with and into a subsidiary of Verint and become a wholly-owned subsidiary of Verint (the Verint Merger). It is a condition to the Verint Merger that we dispose of our significant assets and liabilities (including Comverse and Starhome), other than our ownership interest in Verint. Consequently, approval by our shareholders of the share distribution will help us to meet the conditions to the Verint Merger. You are not being asked to approve the Verint Merger at this time; however, if the share distribution is not approved and we do not otherwise dispose of our interest in Comverse, we will not be able to consummate the Verint Merger as currently contemplated in the Verint Merger Agreement. Furthermore, if we receive shareholder approval of the share distribution but fail to dispose of our interest in Comverse prior to April 30, 2013, Verint could terminate the Verint Merger Agreement, and if so terminated, (i) Verint would have the right to purchase a number of our shares of Verint voting securities such that we would lose our controlling majority interest in Verint and (ii) we would be subject to the Additional Restrictions. Upon completion of the Verint Merger, we will cease to operate as a public holding company.

Before the share distribution, we will enter into a Distribution Agreement and other agreements with Comverse to effect the share distribution and provide a framework for our relationship with Comverse after the share distribution. These agreements will govern the relationship between Comverse and CTI up to and subsequent to the completion of the share distribution and provide for the allocation between Comverse and us of various assets, liabilities and obligations attributable to periods prior to the share distribution. See “PROPOSAL 1 AUTHORIZATION OF THE SHARE DISTRIBUTION—Agreements between CTI and Comverse Relating to the Share Distribution” below and the Preliminary Information Statement for further information regarding the share distribution and the agreements to be entered into between CTI and Comverse in connection with the share distribution.

The Companies

Comverse Technology, Inc.

CTI is a holding company and conducts business through its subsidiaries, principally, its wholly–owned subsidiary, Comverse, and its majority–owned subsidiaries, Verint and Starhome. See “PROPOSAL 1 AUTHORIZATION OF THE SHARE DISTRIBUTION—Parties to the Share Distribution—Comverse Technology, Inc.” for additional information on the parties involved in the share distribution.

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CTI’s common stock is traded on NASDAQ under the symbol “CMVT.” CTI was incorporated in the State of New York in October 1984. CTI’s principal executive offices are located at 810 Seventh Avenue, New York, New York 10019 and its telephone number at that location is (212) 739-1000.

CTI’s Internet address is www.cmvt.com. The information contained on CTI’s website is not included as a part of, or incorporated by reference into, this proxy statement. CTI makes available, free of charge, on its website, its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements and amendments to such reports filed or furnished pursuant to Section 13(a), 14 or 15(d) of the Exchange Act, as soon as reasonably practicable after CTI has electronically filed such material with, or furnished such material to, the SEC.

Comverse, Inc.

Comverse is a leading provider of software–based products, systems and related services that:

Comverse’s products and services are used by more than 450 wireless, wireline and cable network communication service providers in more than 125 countries, including the majority of the world’s 100 largest wireless network operators. Comverse’s products and services are designed to generate voice and data network traffic, increase revenue and customer loyalty, monetize services and improve operational efficiency. See “PROPOSAL 1 AUTHORIZATION OF THE SHARE DISTRIBUTION—Parties to the Share Distribution—Comverse, Inc.” for more information.

Merger of CTI and Verint

Verint is the global leader in Actionable Intelligence^® solutions and value-added services. Its extensive portfolio of Enterprise Intelligence Solutions^TM and Security Intelligence Solutions^TM helps worldwide organizations capture and analyze complex, underused information sources—such as voice, video and unstructured text—to enable more timely, effective decisions. More than 10,000 organizations in 150 countries, including over 85 percent of the Fortune 100, use Verint solutions to improve enterprise performance and enhance safety. Headquartered in New York and a member of the Russell 3000 Index, Verint has offices worldwide and an extensive global partner network.

Merger Agreement

On August 12, 2012, CTI and Verint entered into the Verint Merger Agreement providing for the Verint Merger. At the completion of the Verint Merger, each share of our common stock outstanding immediately prior to the effective time of the Verint Merger will be converted into the right to receive new shares of Verint common stock at an exchange ratio specified in the Verint Merger Agreement and described below. The Verint Merger is intended to qualify as a tax-free reorganization for U.S. federal income tax purposes.

As of July 31, 2012, we held shares of Verint common stock representing approximately 41.0% of the total number of shares of Verint common stock outstanding, as well as all of Verint’s outstanding Series A

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Convertible Perpetual Preferred Stock (or the preferred stock) which, if converted, would result in us holding in the aggregate approximately 53.7% of the total number of shares of Verint common stock outstanding.

Completion of the Verint Merger is contingent upon, among other things, completion of the share distribution or another sale or disposition by us of our interest in Comverse (referred to as a Comverse disposition). In addition, Comverse has agreed to indemnify CTI and its affiliates (including Verint after the Verint Merger) for certain matters related to the share distribution, the Verint Merger Agreement and Comverse’s business, as well as other CTI activities. See “Distribution Agreement” below and “RISK FACTORS—Comverse is required to indemnify CTI and its affiliates (including Verint after the Verint Merger) against certain claims or losses that may arise in connection with the Verint Merger and the Share Distribution” below.

The share exchange provision of the Verint Merger Agreement provides that each holder of CTI common shares will receive new shares of Verint common stock representing such holder’s pro rata portion of an aggregate number of shares of Verint common stock equal to the sum of (1) the number of shares of Verint common stock held by us immediately prior to the completion of the Verint Merger (including the shares of Verint common stock issuable upon conversion of the shares of Verint preferred stock held by us at a conversion price of $32.66) plus (2) additional shares of Verint common stock the number of which is equal to the dollar value described below (the “Target Amount”) divided by the average of the daily volume weighted averages of the trading prices of Verint common stock on the NASDAQ Global Market during the 20 consecutive trading days ending on the second trading day immediately prior to the closing date of the Verint Merger plus (3) an additional amount of Verint common stock based on the positive net worth of CTI (as determined in accordance with the Verint Merger Agreement) immediately prior to the completion of the Verint Merger, up to a maximum dollar value of $10 million. The Target Amount will be $25.0 million if the share distribution or a Comverse disposition occurs on or prior to October 31, 2012 and will be reduced to (a) $15.0 million if the share distribution or a Comverse disposition occurs after October 31, 2012 but on or prior to January 31, 2013, (b) $5.0 million if the share distribution or a Comverse disposition occurs after January 31, 2013 but on or prior to April 30, 2013 and (c) zero if the share distribution or a Comverse disposition occurs after April 30, 2013 or, if upon the completion of the Verint Merger, we beneficially own less than 50% of the outstanding shares of Verint common stock (on an as-exercised and fully diluted basis), unless we own less than 50% of the Verint common stock because Verint issued new shares of voting securities after the date of the Verint Merger Agreement. The number of shares of Verint common stock into which one share of our common stock will convert as a result of the Verint Merger is referred to as the Exchange Ratio.

Each outstanding share of Verint common stock and preferred stock held by us upon the completion of the Verint Merger will be cancelled. Any outstanding shares of Verint preferred stock held by stockholders other than CTI will be cancelled and converted into shares of Verint common stock in accordance with the terms of the certificate of designation of the preferred stock, which has been amended as agreed by the parties under the Verint Merger Agreement to provide for such cancellation and conversion. Holders of shares of Verint common stock immediately prior to the completion of the Verint Merger, other than CTI, will continue to own their existing shares, which will not be affected by the Verint Merger.

The completion of the Verint Merger is subject to several conditions that the parties believe are customary for transactions of this type, including, among others, (1) that the share distribution or a Comverse disposition be completed at least one day prior to the closing date of the Verint Merger, (2) the approval of the Verint Merger Agreement by the requisite votes of Verint’s stockholders and our shareholders, as well as, in the case of Verint, by the affirmative vote of holders representing a majority of shares of Verint common stock present, in person or by proxy, at the meeting of stockholders that are not held by us or our subsidiaries, (3) the absence of a material adverse effect with respect to Verint, CTI or Comverse, (4) effectiveness of the Form S-4 registration statement relating to the issuance of the Verint common stock in the Verint Merger and the absence of any stop order (or proceedings seeking a stop order) in respect thereof, (5) authorization for listing on the NASDAQ Stock Market of the Verint common stock to be issued in the Verint Merger and (6) receipt of tax opinions from Verint’s and our respective counsel stating that the Verint Merger should be treated as a reorganization qualifying under Section 368(a) of the Internal Revenue Code.

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In addition, completion of the Verint Merger by Verint is subject to other conditions, including (1) receipt of confirmation of the positive net worth of CTI (as determined in accordance with the Verint Merger Agreement), (2) receipt of copies of the opinions with respect to the capital adequacy of CTI and Comverse (or in the case of a disposition of Comverse, the acquirer of Comverse) delivered to the CTI Board of Directors from a nationally recognized provider of such opinions, (3) determination by Verint’s board of directors (in good faith after consultation with counsel) that there are no pending or threatened actions (other than shareholder actions arising out of the Verint Merger or the share distribution) that create a liability to Verint in excess of $10 million or a material adverse effect on us, taking into account certain indemnification obligations, and (4) the requirement that if a Comverse disposition occurs the agreements relating to such disposition must incorporate, in all material respects, the terms, conditions rights or privileges currently set forth in the agreements relating to the Comverse share distribution that are for the benefit of CTI, including any right of indemnity.

The Verint Merger Agreement restricts us from amending or modifying the terms of the agreements relating to the share distribution from the forms attached to the Verint Merger Agreement (and included as annexes to this proxy statement) without Verint’s consent if those amendments or modifications would adversely affect our or Verint’s rights under those agreements in any material respect, including without limitation our right to be indemnified for certain losses related to Comverse.

The Verint Merger Agreement provides certain termination rights to both Verint and us, including in the event that the share distribution or a Comverse disposition does not occur by April 30, 2013, and further provides that in connection with the termination of the Verint Merger Agreement under specified circumstances, Verint may be required to pay us, or we may be required to pay Verint, a fee of $10.0 million and/or such party’s out-of-pocket expenses. Furthermore, upon termination of the Verint Merger Agreement under certain circumstances, we and Verint would be entitled to certain rights and subject to certain obligations set forth in the Governance and Repurchase Rights Agreement, that is described below.

The terms of the Verint Merger Agreement were negotiated between us and a special committee of the board of directors of Verint consisting solely of independent directors not affiliated with us. The Verint Merger Agreement was approved by the board of directors of Verint based on the recommendation of the special committee and by our Board of Directors.

You are not being asked to consider and approve the Verint Merger at this special meeting.

Voting Agreement

In connection with the Verint Merger Agreement, we entered into a Voting Agreement (referred to as the Voting Agreement) with Verint pursuant to which we agreed, among other things, to vote the shares of Verint common stock and preferred stock beneficially owned by us in favor of the adoption of the Verint Merger Agreement. We also agreed to comply with certain restrictions on the disposition of such shares as set forth in the Voting Agreement, including requiring any transferee to be bound by the terms of the Voting Agreement. Pursuant to its terms, the Voting Agreement will terminate upon the earlier to occur of (1) the completion of the Verint Merger and (2) the termination of the Verint Merger Agreement in accordance with its terms.

Governance and Repurchase Rights Agreement

In connection with the Verint Merger, we and Verint entered into a Governance and Repurchase Rights Agreement (referred to as the Governance and Repurchase Rights Agreement).

Pursuant to the Governance and Repurchase Rights Agreement, in the event the Verint Merger Agreement is terminated either because (i) the share distribution or a Comverse disposition failed to occur by April 30, 2013 (but only if CTI shareholder approval for the share distribution was obtained) or (ii) a knowing or deliberate breach by us of our obligations under the Verint Merger Agreement was not cured within 30 days of notice

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(collectively referred to as Trigger Events), then during the 18 months following such termination, unless the Governance and Repurchase Rights Agreement is terminated earlier in accordance with its terms (referred to as the Option Period), Verint will use commercially reasonable efforts to cause its board of directors to be comprised of (1) nine directors for so long as the letter agreement (referred to as the Cadian Letter Agreement), dated May 30, 2012 among us, Cadian Capital Management, LLC and certain of its affiliates (referred to collectively as the Cadian Group) remains in effect and (2) seven directors in the event the Cadian Letter Agreement is no longer in effect. Each party has agreed to use commercially reasonable efforts to ensure that any slate of nominees recommended for election to the Verint board of directors during the Term (as defined below) will include the following individuals: (a) for so long as we beneficially own 50% or more of Verint’s outstanding voting securities (on an as-exercised and fully diluted basis) and the Cadian Letter Agreement remains in effect, up to two nominees designated by us and up to three nominees designated by the Cadian Group, (b) for so long as either we beneficially own more than 30% but less than 50% of Verint’s outstanding voting securities (on an as-exercised and fully diluted basis) and the Cadian Letter Agreement remains in effect or we own more than 50% of Verint’s outstanding voting securities (on an as-exercised and fully diluted basis) and the Cadian Letter Agreement is no longer in effect, up to two nominees designated by us, and (c) for so long as we beneficially own more than 15% but less than 30% of Verint’s outstanding voting securities (on an as-exercised and fully diluted basis), one nominee designated by us. During the Term and for so long as the Cadian Letter Agreement remains in effect, we are not permitted to amend any of the terms or conditions of the Cadian Letter Agreement relating to Verint or its board of directors, including the requirement contained in the Cadian Letter Agreement that all Verint directors designated by the Cadian Group qualify as “independent” pursuant to the NASDAQ listing standards, without Verint’s prior written consent.

In addition, following a Trigger Event, until the earlier of the expiration of the applicable Option Period (as defined above) and the forfeiture of the Verint Call Option (as defined below), neither we nor our affiliates will, directly or indirectly, acquire or propose to acquire beneficial ownership of any of Verint’s outstanding voting securities other than shares of Verint common stock acquired pursuant to the conversion of the Verint preferred stock beneficially owned by us (referred to as the Standstill).

We also agreed that for so long as the Verint board of directors is not comprised of a majority of directors that qualify as “independent” pursuant to the NASDAQ listing standards, we will, following a Trigger Event until the expiration of the Term, vote the Verint voting securities that we beneficially own (1) in proportion to the votes cast with respect to Verint voting securities not beneficially owned by us, unless the matter being voted upon (a) would materially and adversely affect the rights of the preferred stock disproportionately relative to the rights of the Verint common stock, (b) solely relates to holders of the Verint preferred stock or (c) would disproportionately have a material and adverse impact on holders of Verint common stock that own more than 9% of Verint’s outstanding voting securities (on an as-exercised and fully diluted basis), and (2) as instructed by our public shareholders in the event of a proposal with respect to (a) the sale or disposition of all or substantially all of the assets of Verint or of Verint’s significant subsidiaries to a third party, (b) the consummation of certain transactions by which any person or group is or becomes the beneficial owner, directly or indirectly, of 50% or more of Verint’s voting securities or (c) specified other consolidations, mergers or business combinations involving Verint.

Under the Governance and Repurchase Rights Agreement, we granted Verint the right (which right may only be exercised once) following a Trigger Event and during the Option Period to purchase such number of shares (referred to as the Option Shares) of preferred stock owned by us (or if necessary, shares of Verint common stock) that would result in us having beneficial ownership of less than 50% but not less than 49.5% (on an as-exercised and fully diluted basis) (referred to as the Verint Call Option). The purchase price of the Option Shares would be equal to the sum of (1) the aggregate liquidation preference of the Verint preferred stock to be purchased, plus (2) the aggregate market value (determined in accordance with the Governance and Repurchase Rights Agreement) of any Verint common stock to be purchased, plus (3) a pro rata portion of $5.0 million based on the number of Option Shares purchased (determined in accordance with the Governance and Repurchase Rights Agreement) relative to the total number of outstanding shares of the Verint preferred stock.

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Verint also granted us the right (which right may only be exercised once) to cause Verint to purchase the Option Shares (referred to as the Put Option and, together with the Verint Call Option, the Options) in the event the Verint Merger Agreement is terminated because the share distribution or a Comverse disposition failed to occur by April 30, 2013 (but only if CTI shareholder approval for the share distribution was obtained). The purchase price of the Option Shares upon the exercise of the Put Option would be equal to the lesser of (1) the sum of (a) the aggregate liquidation preference of the Verint preferred stock to be purchased plus (b) the aggregate market value (determined in accordance with the Governance and Repurchase Rights Agreement) of any Verint common stock to be purchased and (2) the sum of (a) the aggregate market value (determined in accordance with the Governance and Repurchase Rights Agreement) for the Option Shares (on an as-converted basis) plus (b) $25.0 million.

Each Option will automatically terminate in the event that we beneficially own less than 50% of Verint’s outstanding voting securities (on an as-exercised and fully diluted basis) unless an Option had been exercised but not consummated in accordance with the terms of the Governance and Repurchase Rights Agreement, in which case the termination date will be extended until the consummation of the Option. If we properly exercise our Put Option but Verint does not consummate the Put Option, our sole remedy would be Verint’s forfeiture of its Verint Call Option and the termination of the Standstill.

The Governance and Repurchase Rights Agreement will terminate upon the earlier of the expiration of the Option Period and the date on which we consummate a transaction involving us pursuant to which our shareholders immediately preceding such transaction would hold securities representing less than 50% of the total outstanding voting power of the surviving or resulting entity of such transaction, unless an Option had been exercised at that time, in which case the termination date will be extended until the consummation of the Option (such period, the Term).

Distribution Agreement

The Verint Merger Agreement also anticipates our entry into the Distribution Agreement, Transition Services Agreement, Tax Disaffiliation Agreement and Employee Matters Agreement with Comverse in connection with the share distribution. In particular, the Distribution Agreement, among other things, would provide for the allocation between us and Comverse of various assets, liabilities and obligations attributable to periods prior to the share distribution. In addition to indemnification for Comverse liabilities, it is expected that Comverse will agree to indemnify us and our affiliates (including Verint following the Verint Merger) for certain other liabilities, including (1) up to a maximum of $25.0 million, liabilities relating to (a) breaches of representations, warranties and covenants made by us in the Verint Merger Agreement and (b) any of liabilities of CTI that are known by us prior to the Verint Merger and are not required to be reflected or reserved against on a balance sheet prepared in accordance with U.S. generally accepted accounting principles (or U.S. GAAP) or on the net worth statement delivered by us at the closing of the Verint Merger, and (2) any liabilities relating to (a) the Comverse business, (b) certain claims made by any shareholder or creditor of CTI related to the share distribution or the Verint Merger or the transactions and disclosure documents related thereto, (c) certain claims by employees or former employees of us and Comverse, (d) the Starhome Disposition, (e) any breach by Comverse of its covenants and agreements in the agreements we will enter into with it in connection with the share distribution, (f) certain retained liabilities of CTI that are not reflected on or reserved against on the net worth statement delivered by us at the closing of the Verint Merger and (g) claims arising out of the exercise of appraisal rights by a CTI shareholder in connection with the share distribution. See “PROPOSAL 1 AUTHORIZATION OF THE SHARE DISTRIBUTION—Agreements between CTI and Comverse Relating to the Share Distribution—Distribution Agreement” and the Preliminary Information Statement for further information regarding the Distribution Agreement.

Sale of Starhome

Starhome is a privately held consolidated subsidiary of CTI. As of the date hereof, we hold 66.5% of Starhome’s outstanding share capital. Starhome is a provider of wireless service mobility solutions that enhance

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international roaming. Wireless operators use Starhome’s software–based solutions to generate additional revenue and to improve profitability by directing international roaming traffic to preferred networks and by providing a wide range of services to subscribers traveling outside their home network.

On August 1, 2012, we, certain other Starhome shareholders and Starhome entered into the Starhome Share Purchase Agreement with Fortissimo Capital Fund II (Israel), L.P., Fortissimo Capital Fund III (Israel), L.P. and Fortissimo Capital Fund III (Cayman), L.P. (referred to collectively as Fortissimo) pursuant to which Fortissimo agreed to purchase all of the outstanding share capital of Starhome (referred to as the Starhome Disposition). Completion of the Starhome Disposition is subject to customary conditions, including antitrust filings and approvals. The Starhome Disposition is expected to close in October 2012. If the closing of the Starhome Disposition does not occur by October 19, 2012, either the Starhome shareholders or Fortissimo may terminate the Starhome Share Purchase Agreement; provided, that the Starhome Share Purchase Agreement may not be terminated by Fortissimo before December 31, 2012 in the event that a creditor objects to the consummation of the Starhome Disposition and notice has been given that Starhome intends to contest such objection.

It is a condition to the Verint Merger that we dispose of our interest in Starhome prior to the consummation of the Verint Merger. As a result, if the Starhome Disposition does not close by October 19, 2012, we will contribute our interest in Starhome to Comverse prior to the completion of the share distribution in order to ensure we can meet the conditions to the Verint Merger Agreement. In addition, we are currently evaluating the contribution of our interest in Starhome, including our rights and obligations under the Starhome Share Purchase Agreement, to Comverse prior to the October 19, 2012 termination date.

Risk Factors

There are risks associated with the share distribution, which are described in “RISK FACTORS” below. You should carefully read and consider these risks, which include, without limitation, the following:

There are also certain risks related to holding Comverse common stock following the share distribution and risks related to Comverse’s business. For further information regarding these risks, you should read carefully the section titled “Risk Factors” in the Preliminary Information Statement included as Annex A to this proxy statement.

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The Special Meeting

When and Where. The Special Meeting of our shareholders will be held on October 10, 2012, at 10:00 a.m., New York City time, at the offices of Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New York, NY 10153.

Purpose of the Special Meeting. The purpose of the Special Meeting is to consider and vote on:

You are not being asked to approve the Verint Merger at this time.

Record Date for the Special Meeting; Shares Entitled to Vote. CTI has fixed the close of business on August 27, 2012 as the record date for the determination of holders of CTI common shares entitled to notice of the Special Meeting. Shareholders registered in CTI’s share register with voting rights at the close of business on August 27, 2012 are entitled to vote at the Special Meeting, except as provided below. A shareholder who purchases shares from a registered holder after August 27, 2012, but before October 10, 2012, and who (1) is registered as a shareholder with respect to such shares in CTI’s share register prior to October 10, 2012 and (2) obtains a proxy from the registered voting rights record holder of those shares as of the record date for the Special Meeting will be entitled to the voting rights of such purchased shares in lieu of the holder as of the record date for the Special Meeting. At the close of business on the record date for the Special Meeting, there were 219,229,956 CTI common shares outstanding and entitled to vote at the Special Meeting. Every holder of a CTI common share on the record date for the Special Meeting will be entitled to one vote per share on each matter presented at the Special Meeting.

Required Votes. The affirmative vote of at least two-thirds of the CTI common shares is required to approve Proposal 1, the affirmative vote of a majority of the votes present (in person or by proxy) at the Special Meeting is required to approve Proposal 2, Proposal 3 and Proposal 5 and the affirmative vote of a majority of our outstanding shares of common stock is required to approve Proposal 4.

CTI’s Reasons for the Share Distribution; Recommendation of the CTI Board of Directors

Over the past several years, we have been evaluating potential strategic alternatives in connection with a review of our strategy as a holding company. In connection with this evaluation, CTI’s Board of Directors, with the assistance of its financial advisors, Goldman and Rothschild, has determined that pursuing the share distribution is in the best interests of CTI and its shareholders, and that separating Comverse from CTI would provide benefits to both CTI and Comverse, including the following:

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The Board of Directors has determined that pursuing the share distribution is in the best interests of CTI and its shareholders. The CTI Board of Directors recommends that you vote “FOR” the approval to complete the share distribution. One director dissented from this recommendation. See “RISK FACTORS—If the share distribution is approved by CTI’s shareholders but the share distribution or a Comverse disposition does not occur by April 30, 2013, Verint may terminate the Verint Merger Agreement, and if so terminated (i) Verint will have the right to purchase an amount of shares of the Verint preferred stock (or, if necessary, shares of Verint common stock) owned by CTI that would cause CTI to cease being a majority controlling shareholder of Verint and (ii) we would be subject to the Additional Restrictions.”

CTI’s Reasons for the Reverse Stock Split; Recommendation of the CTI Board of Directors

Without giving effect to the Verint Merger Agreement, CTI’s Board of Directors has determined that pursuing the reverse stock split is in the best interests of CTI and its shareholders, and that the reverse stock split would provide benefits to CTI and its shareholders, including the following:

The Board of Directors has determined that pursuing the reverse stock split is in the best interests of CTI and its shareholders, without giving effect to the Verint Merger Agreement. The CTI Board of Directors recommends that you vote “FOR” the approval to complete the reverse stock split.

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Distribution and Other Agreements Related to the Share Distribution

The proposed Distribution Agreement, together with the other agreements we intend to enter into with Comverse in connection with the share distribution, are described in “PROPOSAL 1 AUTHORIZATION OF THE SHARE DISTRIBUTION—Agreements between CTI and Comverse Relating to the Share Distribution” below and in the Preliminary Information Statement included as Annex A to this proxy statement. The forms of each of the agreements we will enter into with Comverse in connection with the share distribution have been filed as exhibits to Comverse’s Registration Statement on Form 10 and will be included as annexes to this proxy statement prior to the mailing of this proxy statement. We urge you to read each of the agreements in its entirety because they will be the legal documents governing the relationships between CTI and Comverse following completion of the share distribution.

Expected Timing of the Share Distribution

Assuming the Special Meeting is not adjourned or postponed and that CTI shareholders approve the proposal required to complete the share distribution, we would expect to complete the share distribution shortly following the Special Meeting. We expect that it will take the distribution agent up to 10 days after the distribution date to fully distribute the shares of Comverse common stock to CTI shareholders. The ability to trade Comverse common stock will not be affected during that time. The share distribution will be accomplished through direct registration in book-entry form.

Treatment of Stock-Based Awards

In connection with the share distribution, CTI’s equity based-compensation awards will generally be treated as follows:

Stock Option Awards

CTI options will be adjusted as described below based on (1) the optionholder’s employer following the share distribution and (2) whether the CTI options have an exercise price that is (A) less than $10.52 per share (referred to as the Group A options) or (B) equal to or greater than $10.52 per share (referred to as the Group B options).

On the distribution date, CTI options (Group A and Group B) held by Comverse officers and employees will be converted into options for shares of Comverse common stock. As of the distribution date, CTI options (Group A and Group B) held by our employees and by Verint employees will remain CTI options. In the event that Starhome is contributed to Comverse and the Starhome Disposition is not completed by the distribution date, any outstanding CTI options (Group A and Group B) held by Starhome officers and employees will be converted into options for shares of Comverse common stock and will be treated in the same manner as CTI options held by Comverse officers and employees, as described below.

We expect that, on the distribution date, there will be outstanding Group A options to purchase approximately 1,636,205 CTI common shares. Currently, Comverse officers and employees hold Group A options to purchase 1,606,643 CTI common shares, our employees hold options to purchase 20,562 CTI common shares and Comverse consultants hold options to purchase 9,000 CTI common shares. The exercise price of the Group A options held by Comverse employees will be adjusted such that the exercise price will equal one hundred percent (100%) of the published closing trading price of a share of Comverse common stock on the NASDAQ Stock Exchange on the distribution date. The number of shares of Comverse common stock subject to the Group A options will be adjusted such that for each award, the aggregate Black-Scholes value of the Group A options immediately after the distribution date is equal to the aggregate Black-Scholes value of the Group A options immediately before the distribution date. The adjusted Group A options will have a new term of ten years beginning on the distribution date. Any fractional shares resulting from the adjustment will be rounded up to the nearest whole share. All other terms of the Group A options will remain the same, including continued vesting pursuant to the current terms of the awards.

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We expect that, on the distribution date, there will be outstanding Group B options to purchase approximately 1,787,263 CTI common shares held by Comverse officers and employees. Currently, Comverse officers and employees hold Group B options to purchase 1,686,838 CTI common shares, our employees hold options to purchase 69,550 CTI common shares and Comverse consultants hold options to purchase 30,875 CTI common shares. The exercise price of the Group B options will be adjusted such that the exercise price will equal two hundred percent (200%) of the published closing trading price of a share of Comverse common stock on the NASDAQ Stock Exchange on the distribution date. The number of shares of Comverse common stock subject to the Group B options will be adjusted such that for each award the aggregate Black-Scholes value of the Group B Options immediately after the distribution date is equal to the aggregate Black-Scholes value of the Group B options immediately before the distribution date. The adjusted Group B options will have a remaining term that is the same as the existing option term. Any fractional shares resulting from the adjustment will be rounded up to the nearest whole share. All other terms of the Group B options will remain the same, including continued vesting pursuant to the current terms of the awards.

The exercise price and the number of shares underlying CTI options held by our officers and employees and Verint officers and employees will be adjusted as described above for the Group B options (as all such options have an exercise price that is equal to or greater than $10.52 per share) except that these optionholders will retain options to purchase CTI common shares and will be adjusted such that the exercise price will equal two hundred percent (200%) of the published closing trading price of a CTI common share on the NASDAQ Stock Exchange (traded the “regular way”) on the distribution date. Any fractional shares resulting from the adjustment will be rounded up to the nearest whole share. All other terms of the options will remain the same, including continued vesting pursuant to the current terms of the awards.

Currently, there are no CTI options that are “in the money,” (i.e., where the exercise price is less than the trading price of the CTI stock). However, in the event that any CTI options are in the money on the distribution date due to changes in the CTI stock price, such options will be adjusted or replaced (based on the employer of such officer or employee as described above) in a manner that preserves the aggregate in-the-money value of such options.

Unvested Restricted Stock Units (RSUs) and Unvested Deferred Stock Units (DSUs)

We expect that as of the distribution date, unvested CTI RSUs and unvested CTI DSUs held by Comverse officers and employees will be replaced with Comverse DSUs and RSUs. Following the distribution date, the number of shares of Comverse common stock underlying the replaced RSUs and DSUs will be equal to (1) the number of CTI common shares underlying the CTI RSUs and CTI DSUs held as of the distribution date multiplied by (2) a ratio, the numerator of which is equal to the published closing trading price of a CTI common share on the NASDAQ Stock Exchange (traded the “regular way”) on the day prior to the distribution date and, the denominator of which is equal to the published closing trading price of a share of Comverse common stock on the NASDAQ Stock Exchange on the distribution date. In lieu of issuing fractional RSUs or DSUs, a cash payment equal to the value of the fractional share, if any, will be made to the holder. All other terms and conditions of our RSUs and DSUs will remain the same, including continued vesting pursuant to the current terms of the awards.

As of the distribution date, unvested CTI RSUs and unvested CTI DSUs held by CTI directors, officers and employees will remain CTI RSUs or CTI DSUs. Following the distribution date, the number of CTI common shares underlying the CTI RSUs and CTI DSUs will be equal to (1) the number of CTI shares of common stock underlying the CTI RSUs and CTI DSUs held as of the distribution date multiplied by (2) a ratio, the numerator of which is equal to the published closing trading price of a CTI common share on the NASDAQ Stock Exchange (traded the “regular way”) on the day prior to the distribution date and, the denominator of which is equal to the published closing trading price of a CTI common share on the NASDAQ Stock Exchange (traded “ex-dividend”) on the distribution date. In lieu of issuing fractional RSUs or DSUs, a cash payment equal to the value of the fractional share, if any, shall be made to the holder. All other terms of the CTI RSUs and CTI DSUs will remain the same, including vesting pursuant to the current terms of the awards.

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Material U.S. Federal Income Tax Consequences of the Share Distribution

The fair market value of the Comverse common stock distributed will generally constitute a dividend, taxable as ordinary income, to the extent of CTI’s current and accumulated earnings and profits, as calculated for U.S. federal income tax purposes. CTI believes that it does not have any accumulated earnings and profits as of the end of its fiscal year ended January 31, 2012. CTI’s current earnings and profits will be determined as of the end of its fiscal year ending January 31, 2013.

In the case of a U.S. holder of CTI common stock that is an individual, dividend income should generally be subject to U.S. federal income tax at a maximum rate of 15% (provided that certain holding period requirements are met) which rate is scheduled to be increased to 39.6% for dividends received after December 31, 2012. To the extent that the fair market value of the Comverse common stock distributed exceeds a holder’s share of CTI’s current and accumulated earnings and profits, the excess will not constitute a dividend but will instead be treated first as a tax-free return of capital, to the extent of the holder’s adjusted basis in its CTI common stock (with a corresponding reduction in such basis), and thereafter as capital gain. Any capital gain recognized by a U.S. holder will generally be long-term capital gain if the holder has held its CTI common stock for more than one year. In the case of a U.S. holder that is an individual, long-term capital gains should generally be subject to U.S. federal income tax at a maximum rate of 15% (which rate is scheduled to be increased to 20% for capital gains recognized after December 31, 2012).

A holder’s tax basis in the Comverse common stock received in the share distribution will be equal to the fair market value of the Comverse common stock received on the date of the share distribution. Your receipt of cash in lieu of fractional shares of Comverse common stock generally will result in a taxable gain or loss for U.S. federal income tax purposes.

CTI believes that the share distribution should be treated as a separate distribution that is not integrated with the reverse stock split. If the share distribution were to be integrated with the reverse stock split, the tax consequences of the share distribution could differ.

See “PROPOSAL 1 AUTHORIZATION OF THE SHARE DISTRIBUTION—Certain Material U.S. Federal Income Tax Consequences” below for a more detailed description of the U.S. federal income tax consequences of the share distribution, including the U.S. federal income tax consequences to non-U.S. holders.

Regulatory Approvals

In connection with the share distribution, apart from the filing of this proxy statement with the SEC and distribution of this proxy statement to CTI shareholders in connection with the Special Meeting, Comverse is required to file with the SEC a Registration Statement on Form 10 together with certain exhibits thereto, including the final version of the Information Statement, in order to register Comverse’s common stock under the Exchange Act. The final version of the Information Statement will be delivered to CTI shareholders holding CTI common shares on or about the record date for the share distribution. A copy of the Preliminary Information Statement on file with the SEC as of the date of this proxy statement is included in this proxy statement in Annex A hereto. In addition, in connection with the share distribution, Comverse has applied to list its common stock on NASDAQ under the trading symbol “CNSI.” The declaration by the SEC of the effectiveness of Comverse’s Registration Statement on Form 10 (and the absence of a stop order suspending the effectiveness of the Registration Statement) must occur prior to the completion of the share distribution. You are urged to read carefully and in its entirety the Preliminary Information Statement included as Annex A to this proxy statement as it contains additional important information relating to the share distribution and Comverse. We expect that one or more amendments to the Preliminary Information Statement may be filed with the SEC between the date of this proxy statement and the date of the Special Meeting. CTI shareholders holding CTI common shares as of the record date for the share distribution (assuming shareholder approval is received at the Special Meeting) are also encouraged to read the final Information Statement to be mailed to CTI shareholders as of such date.

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Apart from the matters described above, CTI is not aware of any other material state or federal regulatory requirements or approvals that must be complied with or obtained in connection with the share distribution.

Appraisal Rights

If the share distribution is completed, you will have certain rights under New York law to dissent and demand appraisal of, and payment in cash of the fair value of, your CTI common shares. Any holder of CTI common shares who does not vote in favor of the share distribution, demands appraisal of such CTI common shares and complies with the applicable provisions of New York law will not be entitled to receive the shares of Comverse common stock distributed in the share distribution. Such appraisal rights, if the statutory procedures are complied with, will lead to a judicial determination of the fair value (excluding any increase or decrease in value arising from the completion or expectation of the share distribution) required to be paid in cash to such dissenting shareholders for their CTI common shares. The value so determined could be more or less than, or the same as, the combined market prices of Comverse common stock and CTI common shares after the share distribution. Any shares of Comverse common stock allocable to holders of CTI common shares that properly exercise appraisal rights will be contributed to Comverse by CTI. See “PROPOSAL 1 AUTHORIZATION OF THE SHARE DISTRIBUTION—Appraisal Rights.” For the full text of Sections 623 and 910 of the NYBCL, please see Annex D hereto.

Accounting Treatment and Cost of the Share Distribution

Upon completion of the share distribution, Comverse is expected to be treated as a discontinued operation for CTI’s financial reporting purposes. The measurement date for discontinued operations for accounting purposes will be on the date of the share distribution. After the share distribution, the assets and liabilities of Comverse will be accounted for at the historical values carried by CTI prior to the share distribution. Total costs relating to the share distribution are estimated at $30.9 million, which will be borne by CTI. CTI has incurred approximately $11.2 million of these costs through July 31, 2012.

Description of Comverse Common Stock; Rights of Comverse Shareholders

The rights of CTI shareholders are currently governed by CTI’s certificate of incorporation, CTI’s bylaws and New York law. In the event that CTI shareholders approve the proposals set forth in this proxy statement and the share distribution is completed, those CTI shareholders who receive Comverse common stock in the share distribution will also become shareholders of Comverse upon completion of the share distribution. The rights afforded to shareholders of Comverse common stock will be governed by Comverse’s certificate of incorporation, Comverse’s bylaws, and Delaware law. As a result, you will have different rights with respect to your CTI shares relative to your Comverse shares due to the differences in the governing documents of and laws applicable to CTI and Comverse. The key differences are described in “PROPOSAL 1 AUTHORIZATION OF THE SHARE DISTRIBUTION—Comparison of Rights of Current CTI Shareholders and Comverse Shareholders following the Share Distribution” in this proxy statement.

Interests of our Directors and Executive Officers in the Share Distribution and the Verint Merger

In considering the recommendation of our Board of Directors with respect to the share distribution, you should be aware that some of CTI’s directors and executive officers have interests in the share distribution that may be different from, or in addition to, the interests of our shareholders generally. Such interests include the treatment of stock options, restricted stock units and deferred stock units held by such directors and officers. These interests, to the extent material, are described in this proxy statement. Our Board of Directors was aware of these interests and considered them, among other matters, in approving the share distribution. For a more complete description of the interests of our directors and executive officers in the share distribution, please see “PROPOSAL 1 AUTHORIZATION OF THE SHARE DISTRIBUTION—Interests of our Directors and Executive Officers in the Share Distribution” below.

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Similarly, with respect to the Verint Merger, some of CTI’s directors and executive officers have interests in the Verint Merger that may be different from, or in addition to, the interests of our shareholders generally. Such interests include the treatment of stock options, restricted stock units and deferred stock units held by such directors and officers.

Proposal to Approve the Comverse, Inc. 2012 Stock Incentive Compensation Plan

Prior to the completion of the share distribution, Comverse expects to adopt the Comverse, Inc. 2012 Stock Incentive Compensation Plan (or the 2012 Incentive Plan). The purpose of the 2012 Incentive Plan will be to provide Comverse with a competitive advantage in attracting, retaining and motivating employees, non-employee directors and consultants. Comverse’s business requires a highly talented and seasoned team of communication and business professionals capable of managing a sophisticated global business in a rapidly changing industry. The 2012 Incentive Plan is intended to align the interests of Comverse’s employees, non-employee directors and consultants with those of its shareholders through the issuance of equity-based compensation and enhance their focus on improvements in operating performance and the creation of shareholder value. For a more complete description of this proposal, please see “PROPOSAL 2 APPROVAL OF THE COMVERSE, INC. 2012 INCENTIVE PLAN” below.

Proposal to Approve the Comverse, Inc. 2012 Annual Performance Bonus Plan

Prior to the completion of the share distribution, Comverse expects to adopt the Comverse, Inc. 2012 Annual Performance Bonus Plan (or the 2012 Performance Bonus Plan). The purpose of the 2012 Performance Bonus Plan is to motivate, retain and reward employees of Comverse who can make significant contributions to Comverse’s success by providing for annual incentive bonuses if pre–established annual performance goals are achieved. For a more complete description of this proposal, please see “PROPOSAL 3 APPROVAL OF THE COMVERSE, INC. 2012 ANNUAL PERFORMANCE BONUS PLAN” below.

Proposal to Approve a Contingent Amendment to CTI’s Certificate of Incorporation to Effect a Contingent Reverse Stock Split of Issued and Outstanding CTI Common Shares

Our Board of Directors is recommending a contingent reverse stock split of the CTI common shares with the primary intent of increasing the per share price of the CTI common shares in order to facilitate our ability to meet the closing per share price criteria required to be listed on NASDAQ following the share distribution and to make CTI common shares more attractive to a broader range of institutional and other investors. Accordingly, for these and the other reasons discussed below, we believe that authorizing our Board of Directors to effect the reverse stock split, in the discretion of our Board of Directors, is in CTI’s and the CTI shareholders’ best interests following completion of the share distribution.

Accordingly, we have decided that it is in the best interests of CTI shareholders to (a) authorize our Board of Directors to effect, in its discretion immediately following the share distribution, a reverse stock split of the outstanding CTI common shares, par value $0.10, at a reverse stock split ratio of 1-for-10 and (b) approve a corresponding amendment to CTI’s certificate of incorporation, in substantially the form attached to this proxy statement as Annex I, to effect the reverse stock split, subject to our Board of Directors’ authority to abandon such amendment. Upon the effectiveness of the amendment to the certificate of incorporation effecting the reverse stock split at such time following the share distribution as determined by our Board of Directors, the issued and outstanding CTI common shares immediately prior to such effective time will be reclassified into a smaller number of shares such that a CTI shareholder will own one new CTI common share for every ten shares of issued and outstanding CTI common shares held by that shareholder immediately prior to the effective time.

Material U.S. Federal Income Tax Consequences of the Reverse Stock Split

Other than in respect of the cash payments for fractional shares discussed below, no gain or loss should be recognized by a U.S. Holder upon the exchange of pre-reverse stock split CTI common shares for post-reverse

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stock split CTI common shares. The aggregate tax basis of the post-reverse stock split CTI common shares should be the same as the aggregate tax basis of the pre-reverse stock split CTI common shares exchanged in the reverse stock split, reduced by any amount allocable to a fractional share for which cash is received. A shareholder’s holding period in the post-reverse stock split CTI common shares should include the period during which the shareholder held the pre-reverse stock split CTI common shares exchanged in the reverse stock split.

In general, the receipt of cash by a U.S. Holder instead of a fractional share generally will result in taxable gain or loss for U.S. federal income tax purposes.

See “PROPOSAL 4 CONTINGENT REVERSE STOCK SPLIT OF CTI COMMON SHARES AND AMENDMENT TO CTI’S CERTIFICATE OF INCORPORATION TO EFFECT THE CONTINGENT REVERSE STOCK SPLIT OF THE ISSUED AND OUTSTANDING CTI COMMON SHARES—Certain Material U.S. Federal Income Tax Consequences of the Reverse Stock Split” below for a more detailed description of the U.S. federal income tax consequences of the reverse stock split, including the U.S. federal income tax consequences to non-U.S. holders.

For a more complete description of this proposal, please see “PROPOSAL 4 REVERSE STOCK SPLIT OF CTI’S COMMON SHARES AND AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO EFFECT THE CONTINGENT REVERSE STOCK SPLIT OF THE ISSUED AND OUTSTANDING CTI COMMON SHARES” below.

Proposal to Adjourn or Postpone the Special Meeting

Although it is not currently expected (and assuming a quorum is present), the Special Meeting may be adjourned or postponed, if necessary or appropriate, for the purpose of soliciting additional proxies if there are insufficient votes at the time of the Special Meeting to approve the proposal to authorize the share distribution, to approve the 2012 Incentive Compensation Plan, to approve the 2012 Performance Bonus Plan or to approve a contingent amendment to CTI’s certificate of incorporation to effect a contingent reverse stock split of issued and outstanding CTI common shares. You should note, however, that if a quorum is not present, then the chairman of the Special Meeting will be entitled to adjourn the Special Meeting to another place, date or time. For a more complete description of this proposal, please see “PROPOSAL 5 ADJOURNMENT OR POSTPONEMENT OF THE SPECIAL MEETING” below.

Requests for Additional Information

If, after reading this proxy statement, you have additional questions about the share distribution or other matters discussed in this proxy statement, please contact:

D.F. King & Co., Inc.

48 Wall Street, 22nd Floor

New York, New York 10005

Shareholders please call toll-free: (888) 605-1958

All others please call collect: (212) 269-5550

or

Paul D. Baker

Comverse Technology, Inc.

paul.baker@cmvt.com

(212) 739-1060

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SELECTED HISTORICAL FINANCIAL DATA FOR COMVERSE TECHNOLOGY, INC.

The following table presents selected consolidated financial data for CTI as of April 30, 2012 and for the three months ended April 30, 2012 and 2011 and as of and for the fiscal years ended January 31, 2012, 2011, 2010, 2009 and 2008. The selected consolidated financial data as of April 30, 2012 and for the three months ended April 30, 2012 and 2011 were derived from the unaudited interim condensed consolidated financial statements included in Part 1, Item 1 of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2012 filed with the SEC on June 11, 2012 (referred to as the Quarterly Report). In the opinion of management, the interim condensed consolidated financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the information set forth in those statements. Our results of operations for the three months ended April 30, 2012 are not necessarily indicative of the results that can be expected for the full year or any future period. The selected consolidated financial data as of January 31, 2012 and 2011 and for the fiscal years ended January 31, 2012, 2011 and 2010 were derived from the consolidated financial statements included in Item 15 of our Annual Report on Form 10-K for the fiscal year ended January 31, 2012 filed with the SEC on April 2, 2012 (referred to as the Annual Report). The selected consolidated financial data as of January 31, 2010, 2009 and 2008 and for the fiscal years ended January 31, 2009 and 2008 were derived from audited consolidated financial statements that are not included in the Annual Report.

The selected financial data reflects the impact of the sale of Ulticom to a third party on December 3, 2010 (referred to as the Ulticom Sale). As a result of the Ulticom Sale, the results of operations of Ulticom, including the gain on the Ulticom Sale, are reflected in discontinued operations, less applicable income taxes, as a separate component of net loss in the consolidated statement of operations data for the fiscal years ended January 31, 2011, 2010, 2009 and 2008, and the assets and liabilities of Ulticom are reflected in discontinued operations in the consolidated balance sheet data as of January 31, 2010, 2009, and 2008 presented below.

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The comparability of the selected consolidated financial data as of April 30, 2012 and for the three months ended April 30, 2012 and 2011 and as of and for the fiscal years ended January 31, 2012, 2011, 2010, 2009 and 2008 has been materially affected primarily by Verint’s acquisition of Witness in May 2007, the impairment of goodwill, intangible assets and short-term investments, in each of the fiscal years ended January 31, 2009 and 2008, the incurrence of significant compliance-related professional fees and compliance-related compensation and other expenses recorded in connection with the investigations conducted by a Special Committee of our Board of Directors and the remediation of material weaknesses, revenue recognition evaluations and efforts to become current in periodic reporting obligations under the federal securities laws, our adoption of accounting guidance effective for fiscal periods commencing February 1, 2011, the repurchase by CTI of $417.3 million aggregate principal amount of certain convertible debt obligations as required under the terms of the applicable indenture in the fiscal year ended January 31, 2010 and the Ulticom Sale on December 3, 2010. The selected consolidated financial data presented should be read together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Part 1 Item 2 of the Quarterly Report and Item 7 of our Annual Report and our unaudited interim condensed consolidated financial statements and related notes included in Part 1, Item 1 of the Quarterly Report and our consolidated financial statements and the related notes included in Item 15 of the Annual Report.

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In June 2011, the Financial Accounting Standards Board issued guidance on the presentation of comprehensive income in financial statements. Entities are required to present total comprehensive income either in a single, continuous statement of comprehensive income or in two separate, but consecutive statements. We adopted this standard as of February 1, 2012, and now present net income and other comprehensive income in two separate, consecutive statements in our consolidated financial statements. The table below reflects the retrospective application of the guidance for the fiscal years ended January 31, 2012, 2011 and 2010. The retrospective application of this guidance had no impact on our consolidated financial condition or results of operations.

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The table below reflects the retrospective application of the guidance for CTI’s Parent Company condensed financial information for the fiscal years ended January 31, 2012, 2011 and 2010.

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SELECTED COMBINED HISTORICAL FINANCIAL DATA OF COMVERSE, INC.

The following table presents selected historical combined financial data for Comverse as of April 30, 2012 and for the three months ended April 30, 2012 and 2011 and as of and for the fiscal years ended January 31, 2012, 2011, 2010, 2009 and 2008. The selected historical combined financial data as of April 30, 2012 and for the three months ended April 30, 2012 and 2011 were derived from the interim unaudited condensed combined financial statements appearing in the Preliminary Information Statement included in this proxy statement as Annex A. In the opinion of management, the interim unaudited condensed combined financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the information set forth in those statements. Comverse’s results of operations for the three months ended April 30, 2012 are not necessarily indicative of the results that can be expected for the full year or any future period. The selected historical combined financial data as of January 31, 2012 and 2011 and for the fiscal years ended January 31, 2012, 2011 and 2010 were derived from the audited combined financial statements appearing in the Preliminary Information Statement included as Annex A. The selected historical combined financial data as of January 31, 2010, 2009 and 2008 and for the fiscal years ended January 31, 2009 and 2008 were derived from Comverse’s unaudited annual combined financial statements that are not included in this proxy statement or the Preliminary Information Statement included as Annex A. Comverse’s historical financial statements combine, on the basis of common control, the results of operations and financial position of Comverse, Inc. and its subsidiaries with Exalink Ltd., a CTI wholly–owned subsidiary that will be contributed to Comverse by CTI immediately prior to the share distribution. Other than holding certain intellectual property rights, Exalink Ltd. has no operations. See note 1 to the interim condensed combined financial statements and the audited combined financial statements appearing in the Preliminary Information Statement included as Annex A. Comverse’s financial information reflects historical results and may not be indicative of its future performance.

The comparability of the selected historical combined financial data as of April 30, 2012 and for the three months ended April 30, 2012 and 2011 and as of and for the fiscal years ended January 31, 2012, 2011, 2010, 2009 and 2008 has been materially affected primarily by significant compliance-related professional fees and compliance-related compensation and other expenses recorded for each of the fiscal periods presented in connection with the investigations conducted by a Special Committee of CTI’s Board of Directors and remediation of material weaknesses, evaluations of Comverse’s revenue recognition practices and the preparation of its financial information as part of CTI’s efforts to become current in periodic reporting obligations under the federal securities laws, the impairment of goodwill and intangible assets in each of the fiscal years ended January 31, 2009 and 2008, and Comverse’s adoption of accounting guidance relating to revenue recognition effective for fiscal periods commencing February 1, 2011. The selected combined financial data presented should be read together with the section of the Preliminary Information Statement included in Annex A captioned “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the combined financial statements appearing in the Preliminary Information Statement included as Annex A.

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UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS OF

COMVERSE TECHNOLOGY, INC.

The following unaudited pro forma consolidated financial statements give effect to the share distribution and related transactions described below, based on assumptions and adjustments set forth in the accompanying notes.

CTI’s unaudited pro forma consolidated financial statements presented below consist of an unaudited pro forma consolidated balance sheet as of April 30, 2012 and unaudited pro forma consolidated statements of operations for the three months ended April 30, 2012 and 2011 and the fiscal years ended January 31, 2012, 2011 and 2010. The following unaudited pro forma consolidated financial statements should be read in conjunction with CTI’s historical consolidated financial statements and accompanying notes included in the Quarterly Report and the Annual Report and Comverse’s combined financial statements, included in the Preliminary Information Statement attached as Annex A.

CTI’s unaudited pro forma consolidated financial statements have been derived from CTI’s historical consolidated financial statements and Comverse’s combined financial statements, and are not intended to be a complete presentation of CTI’s financial condition or results of operations had the share distribution and related transactions occurred as of that date and for the periods presented. In addition, they are provided for illustrative and informational purposes only and are not necessarily indicative of CTI’s future financial condition or results of operations. The pro forma adjustments are based upon available information and assumptions that management believes are reasonable, that reflect the expected impacts of events directly attributable to the share distribution and related transactions, and that are factually supportable and for purposes of the statements of operations, are expected to have a continuing impact. However, such adjustments are subject to change based on the finalization of the terms of the share distribution and related transactions and those changes may be material.

The unaudited pro forma consolidated balance sheet as of April 30, 2012 has been prepared as if the share distribution and related transactions occurred on April 30, 2012. The unaudited pro forma consolidated statements of operations for the three months ended April 30, 2012 and 2011 and the fiscal years ended January 31, 2012, 2011 and 2010 have been prepared as if the share distribution and related transactions had occurred as of February 1, 2009.

The unaudited pro forma consolidated financial statements give effect to the following significant transactions:

We do not expect to record any stock-based compensation expense in connection with the treatment of outstanding share-based awards in connection with the share distribution. See “SUMMARY OF THE SHARE DISTRIBUTION—Treatment of Stock–Based Awards.”

The following unaudited pro forma consolidated financial statements do not give pro forma effect to the settlement of borrowings by Comverse under a $25.0 million revolving loan agreement between Comverse and CTI dated May 9, 2012 through a capital contribution to Comverse by CTI. As of the date hereof, $9.0 million of borrowings were outstanding under such agreement. Any borrowings contributed will have the effect of reducing CTI’s cash capital contribution presented as a pro forma adjustment to cash and cash equivalents in the unaudited pro forma balance sheet.

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Unaudited Pro Forma Consolidated Balance Sheet as of April 30, 2012