Securities Registration: Employee Benefit Plan (s-8)

As filed with the Securities and Exchange Commission on June 25, 2015

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

__________

COMVERSE, INC.

(Exact name of registrant as specified in its charter)

___________

Delaware		04-3398741
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

200 Quannapowitt Parkway Wakefield, MA (Address of Principal Executive Offices)		01880 (Zip Code)

___________

Comverse, Inc. Amended and Restated 2012 Stock Incentive Compensation Plan

(Full title of the plan)

___________

Roy S. Luria

Senior Vice President, General Counsel and Corporate Secretary

Comverse, Inc.

200 Quannapowitt Parkway

Wakefield, MA

(Name and address of agent for service)

(781) 246-9000

(Telephone number, including area code, of agent for service)

___________________________________________

With a copy to:

Steven D. Pidgeon

DLA Piper LLP (US)

2525 East Camelback Road, Suite 1000

Phoenix, Arizona 85016

(480) 606-5100

___________________________________

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

	Large accelerated filer o		Accelerated filer x
	Non-accelerated filer (do not check if a smaller reporting company) o		Smaller reporting company o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to Be Registered	Amount to Be Registered (1)	Proposed Maximum Offering Price Per Share (3)	Proposed Maximum Aggregate Offering Price (3)	Amount of Registration Fee (3)
Common Stock, par value $0.01 per share	2,500,000 (2)	$20.82	$52,050,000	$6048.21

(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall include an indeterminate number of shares of securities that may be offered or issued by reason of stock splits, stock dividends or similar transactions.

(2) This registration covers 2,500,000 additional shares of common stock, $0.01 par value (the “Common Stock”), of Comverse, Inc. (the “Registrant”), available for issuance under the Comverse, Inc. Amended and Restated 2012 Stock Incentive Compensation Plan (the “Plan”).

(3) Pursuant to Rule 457(c) and 457(h) of the Securities Act, the proposed maximum offering price per share, proposed maximum aggregate offering price and the amount of the registration fee are based on the average of the high and low prices of the Registrant’s Common Stock on NASDAQ on June 17, 2015, which prices were $21.93 and $19.70, respectively. The registration fee is calculated only with respect to the additional securities registered on this registration statement.

This registration statement shall hereafter become effective in accordance with Rule 462 promulgated under the Securities Act of 1933, as amended.

EXPLANATORY NOTE

The purpose of this Registration Statement on Form S-8 (this “Registration Statement”) is to register an additional 2,500,000 shares of the Registrant’s Common Stock for issuance pursuant to the Plan. In accordance with General Instruction E to Form S-8, the contents of the Registrant’s Registration Statement on Form S-8 (Registration No. 333-184624) previously filed with the Securities and Exchange Commission (the “Commission”) on October 26, 2012 are incorporated herein by reference, except as amended hereby.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

Exhibit Number		Description
4.1		Amended and Restated Certificate of Incorporation of Comverse, Inc. (incorporated herein by reference to Exhibit 3.2 of the Registrant’s Current Report on Form 8-K filed with the Commission on October 26, 2012).
4.2		Bylaws of Comverse, Inc. (incorporated herein by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed with the Commission on November 1, 2012).
4.3		Specimen Certificate for Common Stock of Comverse, Inc. (incorporated herein by reference to Exhibit 4.1 of the Registrant's Amendment No. 4 to Registration Statement on Form 10 filed with the Commission on September 19, 2012).

5.1		Opinion of DLA Piper LLP (US), counsel for the Registrant (filed herewith).
23.1		Consent of DLA Piper LLP (included in Exhibit 5.1).
23.2		Consent of PricewaterhouseCoopers LLP (filed herewith).
23.3		Consent of Deloitte & Touche LLP (filed herewith).

24.1		Powers of Attorney (included as part of the signature page to this Registration Statement)
99.1		Comverse, Inc. Amended and Restated 2012 Stock Incentive Compensation Plan (incorporated by reference to Appendix B of Comverse Inc.’s Definitive Proxy Statement on Schedule 14A filed with the Commission on May 28, 2015).

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wakefield, State of Massachusetts, on this 24th day of June, 2015.

	COMVERSE, INC.
	By:	/s/ Roy S. Luria
	Name:	Roy S. Luria
	Title:	Senior Vice President, General Counsel and Corporate Secretary

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jacky Wu and Roy S. Luria, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this Registration Statement, and to file the same with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act, this registration statement and the Power of Attorney has been signed by the following persons in the capacities and on the dates indicated.


Name and Signature		Title	Date

By:	/s/ Philippe Tartarvull	Director, President and Chief	June 24, 2015
	Philippe Tartarvull	Executive Officer (Principal Executive Officer)

By:	/s/ Jacky Wu	Senior Vice President and Chief	June 24, 2015
	Jacky Wu	Financial Officer (Principal Financial Officer)

By:	/s/ Shawn C. Rathje	Vice President, Chief Accounting	June 24, 2015
	Shawn C. Rathje	Officer and Corporate Controller (Principal Accounting Officer)

By:	/s/ Susan D. Bowick	Director	June 24, 2015
	Susan D. Bowick

By:	/s/ James Budge	Director	June 24, 2015
	James Budge

By:	/s/ Matthew A. Drapkin	Director	June 24, 2015
	Matthew A. Drapkin

By:	/s/ Doron Inbar	Director	June 24, 2015
	Doron Inbar

By:	/s/ Henry R. Nothhaft	Director	June 24, 2015
	Henry R. Nothhaft

By:	/s/ Mark C. Terrell	Director	June 24, 2015
	Mark C. Terrell

Exhibit 5.1

[DLA Piper LLP (US) Letterhead]

June 24, 2015

Comverse, Inc.

200 Quannapowitt Parkway

Wakefield, MA

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel to Comverse, Inc., a Delaware corporation (the “Registrant”), in connection with the preparation of the Registration Statement on Form S-8 (the “Registration Statement”) filed by the Registrant with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), with respect to 2,500,000 additional shares (the “Shares”) of the Registrant’s common stock, $0.01 par value per share (“Common Stock”), reserved for issuance pursuant to Comverse, Inc. Amended and Restated 2012 Stock Incentive Compensation Plan (the “Plan”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Registration S-K under the Securities Act.

In connection herewith, we have examined and relied without independent investigation as to matters of fact upon such certificates of public officials, such statements and certificates of officers of the Registrant and originals or copies certified to our satisfaction of the Registration Statement, the Plan, the Amended and Restated Certificate of Incorporation and the Bylaws of the Registrant, each as now in effect, and the minutes of all pertinent meetings and actions of the Board of Directors and stockholders of the Registrant.

In rendering this opinion, we have assumed the genuineness of all signatures on all documents examined by us, the due authority of the parties signing such documents, the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and that the offer and sale of the Shares complies in all respects with the terms, conditions and restrictions set forth in the Registration Statement. We have relied upon the Registrant’s representation to us that the Registrant has reserved from its duly authorized capital stock a sufficient number of shares of Common Stock. We have also assumed that it will at all times reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue the Shares in accordance with the Plan, the number of Shares which are then issuable and deliverable upon the settlement of awards under the Plan.

We do not express any opinion herein concerning any law other than the Delaware General Corporation Law (including the statutory provisions, all applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting the foregoing). We have based our opinion solely upon our examination of such laws and the rules and regulations of the authorities administering such laws, all as reported in standard, unofficial compilations. No opinion is expressed herein with respect to the qualification of the Shares under the securities or blue sky laws of any state or any foreign jurisdiction.

This opinion speaks only at and as of its date and is based solely on the facts and circumstances known to us and as of such date. In addition, in rendering this opinion, we assume no obligation to revise, update or supplement this opinion (i) should the present aforementioned laws of the State of Delaware be changed by legislative action, judicial decision or otherwise, or (ii) to reflect any facts or circumstances which may hereafter come to our attention.

Based upon, subject to and limited by the foregoing, we are of the opinion and so advise you that the issuance of the Shares, which may be issued pursuant to the Plan, has been duly authorized and, when issued against receipt of the consideration therefor, delivered and fully paid for in accordance with the terms of the Registration Statement and award agreements relating to the Plan, such Shares will be validly issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and the use of our name wherever it appears in the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

This opinion letter is given to you solely for use in connection with the issuance of the Shares in accordance with the Registration Statement and is not to be relied upon for any other purpose. Our opinion is expressly limited to the matters set forth above, and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Registrant, the Shares or the Registration Statement.

Very truly yours,

DLA Piper LLP (US)

/s/ DLA Piper LLP (US)

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated April 16, 2015 relating to the financial statements, which appears in Comverse, Inc.'s Annual Report on Form 10-K for the year ended January 31, 2015.

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts

June 24, 2015

Exhibit 23.3

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report relating to the consolidated and combined financial statements of Comverse, Inc. for the years ended January 31, 2014 and 2013, dated April 16, 2014, (which report expresses an unqualified opinion and includes an explanatory paragraph regarding the presentation of the financial statements prior to the spin-off from Comverse Technology, Inc. on October 31, 2012), appearing in the Annual Report on Form 10-K of Comverse, Inc. for the year ended January 31, 2015.

/s/ DELOITTE & TOUCHE LLP

Boston, Massachusetts

June 24, 2015

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