Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

August 6, 2015

COMVERSE, INC.

(Exact name of registrant as specified in its charter)



Delaware	001-35572	04-3398741

(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

200 Quannapowitt Parkway

Wakefield, MA

01880

(Address of Principal Executive Offices)

(Zip Code)

Registrant's telephone number, including area code: (781) 246-9000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01 Completion of Acquisition or Disposition of Assets

On August 6, 2015 (the “Closing Date”), Comverse, Inc., a Delaware corporation (the “Company”) completed its previously announced acquisition (the “Acquisition”) of Acision Global Limited, a private company formed under the laws of England and Wales (the “Target”) pursuant to the terms of the share sale and purchase agreement, dated June 15, 2015 (the “Purchase Agreement”), between the Company and Bergkamp Coöperatief U.A., a cooperative with excluded liability formed under the laws of the Netherlands (the “Seller”). Pursuant to the terms of the Purchase Agreement, on the Closing Date the Company acquired 100% of the equity interests of the Target in exchange for $136 million in cash, certain earnout payments (as discussed below), and 3.14 million shares of the Company’s common stock, par value $0.01 per share (the “Consideration Shares”), which were issued in a private placement transaction conducted pursuant to Section 4(a)(2) under the Securities Act of 1933, as amended (the “Securities Act”). As previously disclosed, pursuant to the terms of the Purchase Agreement, an amount up to $35 million of cash consideration will be subject to an earnout, contingent on the achievement of certain revenue objectives by certain of the Target’s business lines through the first quarter of 2016. In addition, the Target, in consultation with the Company, entered into the previously disclosed amendment and waiver (the “Amendment”) with the requisite lenders under the Target’s credit agreement (the “Target Credit Agreement”) governing the Target’s existing approximately $156 million senior credit facility (the “Target Senior Debt”), pursuant to which the Target Senior Debt will remain in place following completion of the Acquisition. Pursuant to the terms of the Target Credit Agreement the Target Senior Debt bears interest at a rate per annum, at the option of the Target, of either (i) a customary adjusted Eurocurrency interest rate plus 9.75% or (ii) a customary base rate plus 8.75%, and matures, subject to the terms and conditions of the Target Credit Agreement, on December 15, 2018. In connection with the Amendment, the Company agreed to pay certain costs imposed on the Target by its lenders under the Target Senior Debt. Additional information regarding the Acquisition was previously disclosed in Item 1.01 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on June 15, 2015, which information is incorporated herein by reference.

Item 2.03 Creation of Direct Financial Obligation

The information included under Item 2.01 above is incorporated by reference into this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities

In connection with the consummation of the Acquisition, on August 6, 2015, the Company issued an aggregate of 3.14 million shares of its common stock as partial consideration for the Acquisition. The sale of these securities was deemed to be exempt from registration under the Securities Act, in reliance upon Section 4(a)(2) of the Securities Act promulgated thereunder as transactions by an issuer not involving any public offering.

Item 7.01 Regulation FD Disclosure

On August 6, 2015, the Company issued a press release announcing the consummation of the Acquisition. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated by reference in its entirety herein.

The information contained in this Item of this Current Report, including the press release attached as an exhibit hereto, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information disclosed in this Item of this Current Report shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act or the Exchange Act except as shall be expressly set forth by a specific reference in such filing.

Item 9.01. Financial Statements and Exhibits

a) Financial Statements of Business Acquired

The financial statements required by Item 9.01(a) of Form 8-K, with respect to the Acquisition described in Item 2.01 herein, will be filed by amendment to this Current Report on Form 8-K not later than 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed pursuant to Item 2.01.

(b) Pro Forma Financial Information

The pro forma financial information required by Item 9.01(b) of Form 8-K, with respect to the Acquisition described in Item 2.01 herein, will be filed by amendment to this Current Report on Form 8-K not later than 71 calendar days after the date on which this Current

Report on Form 8-K is required to be filed pursuant to Item 2.01.

(d) Exhibits:




Exhibit No.	Description

99.1	Press Release of Comverse, Inc., dated August 6, 2015.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized



		COMVERSE, INC.

Date: August 6, 2015	By:	/s/ Jacky Wu
	Name:	Jacky Wu
	Title:	Senior Vice President, Chief Financial Officer

EXHIBIT INDEX




Exhibit No.	Description
99.1	Press Release of Comverse, Inc., dated August 6, 2015.

Exhibit 99.1

Press Release

Contact:

Michael Grossi

Comverse, Inc.

michael.grossi@comverse.com

+1-781-224-8030

Comverse Completes Acquisition of Acision, Creating a Leader in Digital Communication Services

Two Companies Merge Assets to Augment Global Footprint, and Extend Product Portfolio to Enable Future Digital Solutions

WAKEFIELD, Mass., August 6, 2015 - Comverse, Inc. (Nasdaq: CNSI), a global leader in digital services, today announced it has completed the previously-announced acquisition of Acision, a privately-held leader in secure mobile messaging and engagement services. Comverse acquired all of the equity interests in Acision for a purchase price consisting of $136 million in cash, 3.14 million shares of Comverse’s common stock, and potential earnout payments of up to $35 million. In addition, Acision’s existing $156 million senior credit facility will remain in place.

Beginning immediately, Comverse and Acision are merging their complementary technologies and solutions portfolios to create an evolutionary platform for rapid service creation opportunities. This combined platform is designed to enhance Communication Service Providers (CSPs) ability to address current market forces around simplification and modernization of networks and services, as well as deal with emerging new technologies such as RCS and WebRTC. More importantly, the newly formed entity can entrench itself more formidably in the highly profitable monetization services market and surging market of Enterprise mobility.

The converged solutions are ready to ship today and include:


•	Cloud Multi-VAS (SMS, MMS, Visual Voicemail, Messaging Gateways)


•	IP Messaging and RCS (Rich Communication Suite) services


•	Multi-device Mobile Monetization Services


•	Security Solutions, such as Spam & Fraud Prevention and Control


•	Multi-Content Store and Data Analytics


•	Secure Enterprise Application-to-person (A2P) Messaging


•	Two-factor Authentication (2FA)


•	Richer, Real-time Communication Solutions, such as WebRTC

“As Communication Service Providers transition to Digital Services Providers, they require access to sophisticated solutions that help them gain competitive advantage and monetize the ‘fourth wave’ of digital services,” said Philippe Tartavull, President and Chief Executive Officer, Comverse. “Comverse’s acquisition of Acision immediately gives our combined company technology leadership, addressing CSPs current and future needs with our complementary product lines, building on our already strong presence in the digital communications market.

“Together, we are in a powerful position from day one to continue to increase penetration across our 350+ global customer base, which includes many of the biggest CSPs and Mobile Network Operators around the world. Moreover, the newly formed company will start with an enviable list of global Enterprise customers who will be able to validate our technological approach of mobilization and establishing secure communication to their customers and workforce. Through our combined insight, ideas, products and solutions, we are better equipped to create paths that help navigate mobile operators and enterprises through the digital ecosystem and realize richer communication futures.”

Comverse plans to rebrand the company to reflect its new market positioning later this year. The company’s global headquarters will remain in Wakefield, Massachusetts, USA.

About Comverse

Comverse offers a portfolio of digital services that enable global communications across a variety of mobile devices and platforms. We help communication service providers (CSPs) and enterprises Simplify, Modernize, Differentiate, and Monetize a range of innovative “fourth wave” digital experiences through our cloud-based solutions. Our solutions touch more than two billion people through 350+ service providers and enterprises in 120+ countries. You can find us at www.comverse.com.

Forward-Looking Statements

This press release includes “forward-looking statements.” Forward-looking statements include financial projections, statements of plans and objectives for future operations, statements of future economic performance, and statements of assumptions relating thereto. In some cases, forward-looking statements can be identified by the use of terminology such as “may,” “expects,” “plans,” “anticipates,” “estimates,” “believes,” “potential,” “projects,” “forecasts,” “intends,” or the negative thereof or other comparable terminology. These forward-looking statements include statements regarding benefits of the acquisition, including future financial and operating results, expected synergies and anticipated future financial operating performance, and our plans, objectives, expectations and intentions. By their very nature, forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause actual results, performance and the timing of events to differ materially from those anticipated, expressed or implied by the forward-looking statements in this press release. Such risks or uncertainties may give rise to future claims and increase exposure to contingent liabilities. These risks and uncertainties relate to challenges in successfully integrating Acision’s business into our business, including higher than expected integration costs; failure to achieve expected synergies; unexpected costs and liabilities resulting from the acquisition; and the additional risks described in the sections entitled “Forward-Looking Statements” and Item 1A, “Risk Factors” and elsewhere in the company's Annual Report on Form 10-K, or in subsequently filed periodic, current or other reports. We undertake no commitment to update or revise any forward-looking statements except as required by law.

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