MESG / Xura, Inc. - SEC फाइलिंग, वार्षिक रिपोर्ट, प्रॉक्सी स्टेटमेंट

ज़ुरा, इंक.
US ˙ NASDAQ ˙ US98420V1070
यह प्रतीक अब सक्रिय नहीं है

मूलभूत आँकड़े
CIK 1549872
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Xura, Inc.
SEC Filings (Chronological Order)
यह पृष्ठ SEC फाइलिंग की एक पूरी, कालानुक्रमिक सूची प्रदान करता है, ओनरशिप फाइलिंग को छोड़कर, जो हम अन्यत्र प्रदान करते हैं।
August 30, 2016 15-12B/A

Xura AMENDMENT NO.1 TO FORM 15

Amendment No.1 to Form 15 OMB APPROVAL OMB Number: 3235-0167 Expires: March 31, 2018 Estimated average burden hours per response . . . . . 1.50 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15/A Amendment No. 1 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER

August 30, 2016 15-12B

Xura 15-12B

OMB APPROVAL OMB Number: 3235-0167 Expires: March 31, 2018 Estimated average burden hours per response .

August 19, 2016 S-8 POS

Xura S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on August 19, 2016 Registration No.

August 19, 2016 S-8 POS

Xura S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on August 19, 2016 Registration No.

August 19, 2016 S-8 POS

Xura S-8 POS

S-8 POS 1 d229144ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on August 19, 2016 Registration No. 333-184624 Registration No. 333-205214 Registration No. 333-205215 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENTS TO FORM S-8 REGISTRATION STATEMENTS UNDER THE SECURITIES ACT OF 1933 Xura, Inc. (Exact name of registrant as s

August 19, 2016 S-8 POS

Xura S-8 POS

S-8 POS 1 d229144ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on August 19, 2016 Registration No. 333-184624 Registration No. 333-205214 Registration No. 333-205215 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENTS TO FORM S-8 REGISTRATION STATEMENTS UNDER THE SECURITIES ACT OF 1933 Xura, Inc. (Exact name of registrant as s

August 19, 2016 S-8 POS

Xura S-8 POS

As filed with the Securities and Exchange Commission on August 19, 2016 Registration No.

August 19, 2016 S-8 POS

Xura S-8 POS

As filed with the Securities and Exchange Commission on August 19, 2016 Registration No.

August 19, 2016 EX-4.2

AMENDMENT TO RIGHTS AGREEMENT

EX-4.2 2 d242506dex42.htm EX-4.2 Exhibit 4.2 AMENDMENT TO RIGHTS AGREEMENT This Amendment (this “Amendment”) to the Rights Agreement, dated as of April 29, 2015 (the “Rights Agreement”), between XURA, INC., a Delaware corporation formerly known as Comverse, Inc. (the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Rights Agent (the “Rights Agent”), is made and entered into as of A

August 19, 2016 8-A12B/A

Xura 8-A12B/A

8-A12B/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A (Amendment No. 1) FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 XURA, INC. (Exact name of registrant as specified in its charter) Delaware 04-3398741 (State of incorporation) (I.R.S. Employer Identification No.) 200 Quannapowitt Par

August 19, 2016 EX-4.2

AMENDMENT TO RIGHTS AGREEMENT

EX-4.2 2 d242506dex42.htm EX-4.2 Exhibit 4.2 AMENDMENT TO RIGHTS AGREEMENT This Amendment (this “Amendment”) to the Rights Agreement, dated as of April 29, 2015 (the “Rights Agreement”), between XURA, INC., a Delaware corporation formerly known as Comverse, Inc. (the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Rights Agent (the “Rights Agent”), is made and entered into as of A

August 19, 2016 8-A12B/A

Xura 8-A12B/A

8-A12B/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A (Amendment No. 1) FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 XURA, INC. (Exact name of registrant as specified in its charter) Delaware 04-3398741 (State of incorporation) (I.R.S. Employer Identification No.) 200 Quannapowitt Par

August 19, 2016 EX-4.1

AMENDMENT TO RIGHTS AGREEMENT

EX-4.1 2 d242219dex41.htm EX-4.1 Exhibit 4.1 AMENDMENT TO RIGHTS AGREEMENT This Amendment (this “Amendment”) to the Rights Agreement, dated as of April 29, 2015 (the “Rights Agreement”), between XURA, INC., a Delaware corporation formerly known as Comverse, Inc. (the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Rights Agent (the “Rights Agent”), is made and entered into as of A

August 19, 2016 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

8-K 1 d242219d8k.htm FORM 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 19, 2016 XURA, INC. (Exact name of registrant as specified in its charter) Delaware 001-35572 04-3398741 (State or other jurisdiction of incorpora

August 19, 2016 EX-99.1

Xura Announces Completion of Acquisition by Affiliates of Siris Capital Group, LLC

EX-99.1 3 d242219dex991.htm EX-99.1 Exhibit 99.1 Press Release Media Contact: Maria Hudson Xura [email protected] +44 7967813429 Xura Announces Completion of Acquisition by Affiliates of Siris Capital Group, LLC • Xura shareholders to receive $25.00 per share in cash • Acquisition supports Xura’s transformation growth strategy to be the leader in digital communications solutions for Communicat

August 16, 2016 8-K

Submission of Matters to a Vote of Security Holders

Form 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 16, 2016 XURA, INC. (Exact name of registrant as specified in its charter) Delaware 001-35572 04-3398741 (State or other jurisdiction (Commission (IRS Employer of inco

August 16, 2016 8-K

Submission of Matters to a Vote of Security Holders

Form 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 16, 2016 XURA, INC. (Exact name of registrant as specified in its charter) Delaware 001-35572 04-3398741 (State or other jurisdiction (Commission (IRS Employer of inco

July 26, 2016 DEFA14A

Xura DEFINITIVE ADDITIONAL MATERIALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Rule 14a-101) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definit

July 26, 2016 8-K

Other Events

Form 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): July 26, 2016 XURA, INC. (Exact name of registrant as specified in its charter) Delaware 001-35572 04-3398741 (State or other jurisdiction of incorporation) (Commission File

July 12, 2016 EX-99.1

Xura Sets Date for 2016 Annual Meeting of Stockholders

EX-99.1 2 d224936dex991.htm EX-99.1 Exhibit 99.1 Press Release Media Contact: Maria Hudson Xura [email protected] +44 7967813429 Investor Relations Contact: Luke Todd Xura [email protected] +1-781-213-2131 Xura Sets Date for 2016 Annual Meeting of Stockholders WAKEFIELD, Mass., July 12, 2016: Xura, Inc. (NASDAQ: MESG), a leading provider of digital communications services, today announced tha

July 12, 2016 8-K

Financial Statements and Exhibits, Other Events

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): July 12, 2016 XURA, INC. (Exact name of registrant as specified in its charter) Delaware 001-35572 04-3398741 (State or other jurisdiction (Commission (IRS Employer of incorporation)

July 12, 2016 DEFM14A

Xura FINAL PROXY STATEMENT

Final Proxy Statement Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

July 8, 2016 SC 13G/A

MESG / Xura, Inc. / Neuberger Berman Group LLC - NONE Passive Investment

SC 13G/A 1 doc1.htm NONE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* XURA INC (Name of Issuer) Common (Title of Class of Securities) 98420V107 (CUSIP Number) June 30, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this

June 28, 2016 PREM14A

Xura PRELIMINARY PROXY STATEMENT

Preliminary Proxy Statement Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

June 27, 2016 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

8-K 1 d134072d8k.htm FORM 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): June 27, 2016 XURA, INC. (Exact name of registrant as specified in its charter) Delaware 001-35572 04-3398741 (State or other jurisdiction of incorporati

June 27, 2016 10-Q

Quarterly Report - 10-Q

Document Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

June 17, 2016 EX-99.1

Xura Receives Notice from Nasdaq

EX-99.1 2 exhibit991to8-k61716.htm EXHIBIT 99.1 Exhibit 99.1 CONTACT: Todd, Luke - Xura, Inc. (781) 213-2131 [email protected] Xura Receives Notice from Nasdaq WAKEFIELD, MA, June 17, 2016 - Xura, Inc. (“Xura”; NASDAQ: MESG) received a notification letter from The Nasdaq Stock Market on June 15, 2016 that it is not in compliance with Nasdaq Listing Rule 5250(c)(1) because the company did not time

June 17, 2016 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

Document 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): June 17, 2016 (June 15, 2016) XURA, INC. (Exact name of registrant as specified in its charter) Delaware 001-35572 04-3398741 (State or other jurisdiction (Commission (IRS Em

June 10, 2016 SC 13G/A

MESG / Xura, Inc. / Wellington Management Group LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3 )* Xura, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 98420V107 (CUSIP Number) May 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is file

June 9, 2016 NT 10-Q

Xura NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number: 001-35572 CUSIP Number: 20585P NOTIFICATION OF LATE FILING (Check One): || Form 10-K || Form 20-F || Form 11-K |X| Form 10-Q || Form 10-D || Form N-SAR || Form N-CSR For Period Ended: April 30, 2016 || Transition Report on Form 10-K || Transition Report on Form 20-F || Transition Report on Form 11-

June 3, 2016 EX-16.1

June 3, 2016

Exhibit EXHIBIT 16.1 June 3, 2016 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Xura, Inc. (copy attached), which we understand will be filed with the Securities and Exchange Commission, pursuant to Item 4.01 of Form 8-K, as part of the Form 8-K of Xura, Inc. dated June 1, 2016. We agree with the statements concerning

June 3, 2016 8-K

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

8-K 1 form8-k6316.htm 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): June 3, 2016 (June, 1, 2016) XURA, INC. (Exact name of registrant as specified in its charter) Delaware 001-35572 04-3398741 (State or other jurisdiction (Co

May 31, 2016 SD

Xura SD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form SD SPECIALIZED DISCLOSURE REPORT XURA, INC. (Exact name of registrant as specified in its charter) Delaware 001-35572 04-3398741 (State or other jurisdiction of incorporation or organization) (Commission File No.) (I.R.S. Employer Identification No.) 200 Quannapowitt Parkway Wakefield, MA 01880 (Address of principal execu

May 31, 2016 SC 13G

Xura SC 13G (Passive Acquisition of More Than 5% of Shares)

SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Xura, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 98420V107 (CUSIP Number) August 6, 2015/May 27, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursua

May 31, 2016 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 d199344dex991.htm EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT The undersigned agree that this Schedule 13G dated May 31, 2016 relating to the Common Stock, $ 0.01 par value per share, of Xura, Inc. shall be filed on behalf of the undersigned. ACCESS MEDIA, L.P. By: Access Media GP, L.P., its General Partner By: Access Media (US), LLC, its General Partner By: Access Industries Management,

May 31, 2016 10-K/A

Annual Report - 10-K/A

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 31, 2016 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numb

May 23, 2016 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

SEC Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2016 XURA, INC. (Exact name of registrant as specified in its charter) Delaware 001-35572 04-3398741 (State or other jurisdiction (Commission (IRS Employer of inc

May 23, 2016 EX-99.7

Establish Xura as the trusted digital services provider to operators and enterprises, offering limitless communication solutions that monetize digital technology The global leaders in next generation digital communications services Mission Vision CEI

EX-99.7 9 d199169dex997.htm EX-99.7 CEO Business Update Xura signs definitive agreement to be acquired by Siris Capital Group, LLC Philippe tartavull, president and ceo Exhibit 99.7 Establish Xura as the trusted digital services provider to operators and enterprises, offering limitless communication solutions that monetize digital technology The global leaders in next generation digital communicat

May 23, 2016 EX-99.3

Establish Xura as the trusted digital services provider to operators and enterprises, offering limitless communication solutions that monetize digital technology The global leaders in next generation digital communications services Mission Vision CEI

EX-99.3 5 d199169dex993.htm EX-99.3 CEO Business Update Xura signs definitive agreement to be acquired by Siris Capital Group, LLC Philippe tartavull, president and ceo Exhibit 99.3 Establish Xura as the trusted digital services provider to operators and enterprises, offering limitless communication solutions that monetize digital technology The global leaders in next generation digital communicat

May 23, 2016 EX-99.4

Dear Valued Customer,

EX-99.4 6 d199169dex994.htm EX-99.4 Exhibit 99.4 Dear Valued Customer, I wanted to personally reach out to you, as you may have seen that this morning that we have entered into a definitive agreement to be acquired by affiliates of Siris Capital Group, LLC (“Siris”). I wanted to bring this to your attention to introduce Siris, explain why this will benefit you, our valued customers, and also ensur

May 23, 2016 EX-99.2

Xura, Inc. Transaction FAQ Siris Capital agrees to acquire Xura: What does this mean and what is the impact?

EX-99.2 4 d199169dex992.htm EX-99.2 Exhibit 99.2 Dear Colleagues, I wanted be the first to tell you that just a few minutes ago we announced publicly that we have entered into a definitive agreement to be acquired by affiliates of Siris Capital Group, LLC (“Siris”), a private equity firm that focuses exclusively on investments in data/telecommunications, technology and technology-enabled business

May 23, 2016 EX-99.5

Dear Valued Partner,

EX-99.5 7 d199169dex995.htm EX-99.5 Exhibit 99.5 Dear Valued Partner, I wanted to personally reach out to you, as you may have seen that this morning that we have entered into a definitive agreement to be acquired by affiliates of Siris Capital Group, LLC (“Siris”). I wanted to bring this to your attention to introduce Siris, explain why this will benefit you, our valued partner, and also ensure a

May 23, 2016 EX-99.6

Dear ,

EX-99.6 Exhibit 99.6 Dear , I wanted to personally reach out to you, as you may have seen that we have entered into a definitive agreement to be acquired by affiliates of Siris Capital Group, LLC (?Siris?). I wanted to bring this to your attention to introduce Siris, explain why we are changing our ownership, and also ensure all your questions regarding this agreement are addressed. Siris is a pri

May 23, 2016 EX-2.1

AGREEMENT AND PLAN OF MERGER by and among: SIERRA PRIVATE HOLDINGS II LTD., SIERRA PRIVATE MERGER SUB INC. XURA, INC. dated as of May 23, 2016 TABLE OF CONTENTS Page ARTICLE I THE MERGER 2 Section 1.1 The Merger 2 Section 1.2 Closing 2 Section 1.3 Ef

EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among: SIERRA PRIVATE HOLDINGS II LTD., SIERRA PRIVATE MERGER SUB INC. and XURA, INC. dated as of May 23, 2016 TABLE OF CONTENTS Page ARTICLE I THE MERGER 2 Section 1.1 The Merger 2 Section 1.2 Closing 2 Section 1.3 Effective Time 2 Section 1.4 Certificate of Incorporation; Bylaws; Directors and Officers 2 Section 1.5 Conversion and Exchange o

May 23, 2016 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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): May 23, 2016 XURA, INC. (Exact name of registrant as specified in its charter) Delaware 001-35572 04-3398741 (State or other jurisdiction of incorporation) (Commission File Number

May 23, 2016 EX-99.1

Xura Announces Agreement to be Acquired by Affiliates of Siris Capital Group for $25.00 per share in an All-Cash Deal Valued at Approximately $643 million

EX-99.1 3 d199169dex991.htm EX-99.1 Exhibit 99.1 Press Release Media Contact: Maria Hudson Xura [email protected] +44 7967813429 Investor Relations Contact: Luke Todd Xura [email protected] +1-781-213-2131 Xura Announces Agreement to be Acquired by Affiliates of Siris Capital Group for $25.00 per share in an All-Cash Deal Valued at Approximately $643 million • Xura shareholders to receive $25

May 23, 2016 EX-99.8

Significant Transformation Over Past Year XURA Corporate Timeline August 6, 2015: Comverse closed on acquisition of Acision June 14, 2015: Comverse, Inc. entered into a definitive agreement to acquire Acision Global Ltd. for approximately $400 millio

EX-99.8 Investor update ? Xura agrees to be acquired by Affiliates of siris capital group Philippe tartavull ? President and CEO Jacky wu ? EVP and Chief financial officer Exhibit 99.8 Significant Transformation Over Past Year XURA Corporate Timeline August 6, 2015: Comverse closed on acquisition of Acision June 14, 2015: Comverse, Inc. entered into a definitive agreement to acquire Acision Global

May 23, 2016 EX-99.1

Xura Announces Agreement to be Acquired by Affiliates of Siris Capital Group for $25.00 per share in an All-Cash Deal Valued at Approximately $643 million

EX-99.1 Exhibit 99.1 Press Release Media Contact: Maria Hudson Xura [email protected] +44 7967813429 Investor Relations Contact: Luke Todd Xura [email protected] +1-781-213-2131 Xura Announces Agreement to be Acquired by Affiliates of Siris Capital Group for $25.00 per share in an All-Cash Deal Valued at Approximately $643 million ? Xura shareholders to receive $25.00 per share in cash ? Acqu

May 23, 2016 EX-99.4

Dear Valued Customer,

EX-99.4 6 d199169dex994.htm EX-99.4 Exhibit 99.4 Dear Valued Customer, I wanted to personally reach out to you, as you may have seen that this morning that we have entered into a definitive agreement to be acquired by affiliates of Siris Capital Group, LLC (“Siris”). I wanted to bring this to your attention to introduce Siris, explain why this will benefit you, our valued customers, and also ensur

May 23, 2016 EX-99.2

Xura, Inc. Transaction FAQ Siris Capital agrees to acquire Xura: What does this mean and what is the impact?

EX-99.2 4 d199169dex992.htm EX-99.2 Exhibit 99.2 Dear Colleagues, I wanted be the first to tell you that just a few minutes ago we announced publicly that we have entered into a definitive agreement to be acquired by affiliates of Siris Capital Group, LLC (“Siris”), a private equity firm that focuses exclusively on investments in data/telecommunications, technology and technology-enabled business

May 23, 2016 DEFA14A

Xura 8-K

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): May 23, 2016 XURA, INC. (Exact name of registrant as specified in its charter) Delaware 001-35572 04-3398741 (State or other jurisdiction of incorporation) (Commission File Number

May 23, 2016 EX-99.7

Establish Xura as the trusted digital services provider to operators and enterprises, offering limitless communication solutions that monetize digital technology The global leaders in next generation digital communications services Mission Vision CEI

EX-99.7 CEO Business Update Xura signs definitive agreement to be acquired by Siris Capital Group, LLC Philippe tartavull, president and ceo Exhibit 99.7 Establish Xura as the trusted digital services provider to operators and enterprises, offering limitless communication solutions that monetize digital technology The global leaders in next generation digital communications services Mission Vision

May 23, 2016 EX-99.5

Dear Valued Partner,

EX-99.5 Exhibit 99.5 Dear Valued Partner, I wanted to personally reach out to you, as you may have seen that this morning that we have entered into a definitive agreement to be acquired by affiliates of Siris Capital Group, LLC (?Siris?). I wanted to bring this to your attention to introduce Siris, explain why this will benefit you, our valued partner, and also ensure all your questions regarding

May 23, 2016 EX-21.1

SUBSIDIARIES OF XURA, INC. SUBSIDIARY JURISDICTION OF INCORPORATION Comverse Argentina, S.A. Argentina Xura Australasia Pty Ltd. Australia Xura Digital Australia Pty Ltd Australia Comverse Network Systems Austria GmbH Austria Comverse Belgium SA Belg

Exhibit 21.1 SUBSIDIARIES OF XURA, INC. SUBSIDIARY JURISDICTION OF INCORPORATION Comverse Argentina, S.A. Argentina Xura Australasia Pty Ltd. Australia Xura Digital Australia Pty Ltd Australia Comverse Network Systems Austria GmbH Austria Comverse Belgium SA Belgium Comverse Kenan Bermuda Limited Bermuda Xura Digital do Brasil Ltda. Brazil Acision Participacoes Ltda Brazil Acision Telecommunicacoe

May 23, 2016 EX-10.31

Xura, Inc. Amended and Restated 2012 Stock Incentive Compensation Plan RESTRICTED STOCK UNIT AWARD AGREEMENT

Exhibit 10.31 Executive Version - Performance Grant Xura, Inc. Amended and Restated 2012 Stock Incentive Compensation Plan RESTRICTED STOCK UNIT AWARD AGREEMENT THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Award Agreement”) is made effective from and after the date of grant as specified in the Electronic Grant Acceptance Web Page (the “Date of Grant”) by and between Xura, Inc., a Delaware cor

May 23, 2016 EX-99.8

Significant Transformation Over Past Year XURA Corporate Timeline August 6, 2015: Comverse closed on acquisition of Acision June 14, 2015: Comverse, Inc. entered into a definitive agreement to acquire Acision Global Ltd. for approximately $400 millio

EX-99.8 Investor update ? Xura agrees to be acquired by Affiliates of siris capital group Philippe tartavull ? President and CEO Jacky wu ? EVP and Chief financial officer Exhibit 99.8 Significant Transformation Over Past Year XURA Corporate Timeline August 6, 2015: Comverse closed on acquisition of Acision June 14, 2015: Comverse, Inc. entered into a definitive agreement to acquire Acision Global

May 23, 2016 10-K

Annual Report - 10-K

10-K 1 mesg-1312016x10k.htm 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 31, 2016 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from t

May 23, 2016 EX-2.1

AGREEMENT AND PLAN OF MERGER by and among: SIERRA PRIVATE HOLDINGS II LTD., SIERRA PRIVATE MERGER SUB INC. XURA, INC. dated as of May 23, 2016 TABLE OF CONTENTS Page ARTICLE I THE MERGER 2 Section 1.1 The Merger 2 Section 1.2 Closing 2 Section 1.3 Ef

EX-2.1 2 d199169dex21.htm EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among: SIERRA PRIVATE HOLDINGS II LTD., SIERRA PRIVATE MERGER SUB INC. and XURA, INC. dated as of May 23, 2016 TABLE OF CONTENTS Page ARTICLE I THE MERGER 2 Section 1.1 The Merger 2 Section 1.2 Closing 2 Section 1.3 Effective Time 2 Section 1.4 Certificate of Incorporation; Bylaws; Directors and Officers 2 Section 1.5

May 23, 2016 EX-99.3

Establish Xura as the trusted digital services provider to operators and enterprises, offering limitless communication solutions that monetize digital technology The global leaders in next generation digital communications services Mission Vision CEI

EX-99.3 CEO Business Update Xura signs definitive agreement to be acquired by Siris Capital Group, LLC Philippe tartavull, president and ceo Exhibit 99.3 Establish Xura as the trusted digital services provider to operators and enterprises, offering limitless communication solutions that monetize digital technology The global leaders in next generation digital communications services Mission Vision

May 23, 2016 EX-99.6

Dear ,

EX-99.6 8 d199169dex996.htm EX-99.6 Exhibit 99.6 Dear , I wanted to personally reach out to you, as you may have seen that we have entered into a definitive agreement to be acquired by affiliates of Siris Capital Group, LLC (“Siris”). I wanted to bring this to your attention to introduce Siris, explain why we are changing our ownership, and also ensure all your questions regarding this agreement a

May 11, 2016 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2016 (May 5, 2016) XURA, INC. (Exact name of registrant as specified in its charter) Delaware 001-35572 04-3398741 (State or other jurisdiction (Commission (IRS Employer of in

May 11, 2016 EX-99.1

Xura Receives Notice from Nasdaq

SEC Exhibit Exhibit 99.1 CONTACT: Todd, Luke - Xura, Inc. (781) 213-2131 [email protected] Xura Receives Notice from Nasdaq WAKEFIELD, MA, May 11, 2016 - Xura, Inc. (?Xura?; NASDAQ: MESG) received a notification letter from The Nasdaq Stock Market on May 5, 2016 that it is not in compliance with Nasdaq Listing Rule 5250(c)(1) because the company did not timely file its Annual Report on Form 10-K

May 2, 2016 NT 10-K/A

Xura NT 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25/A (Amendment No. 1) SEC File Number: 001-35572 CUSIP Number: 20585P NOTIFICATION OF LATE FILING (Check One): | X | Form 10-K || Form 20-F || Form 11-K | | Form 10-Q || Form 10-D || Form N-SAR || Form N-CSR For Period Ended: January 31, 2016 || Transition Report on Form 10-K || Transition Report on Form 20-F || Tran

April 15, 2016 NT 10-K

Xura NT 10-K

NT 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number: 001-35572 CUSIP Number: 20585P NOTIFICATION OF LATE FILING (Check One): | X | Form 10-K || Form 20-F || Form 11-K | | Form 10-Q || Form 10-D || Form N-SAR || Form N-CSR For Period Ended: January 31, 2016 || Transition Report on Form 10-K || Transition Report on Form 20-F || Transition Repor

April 15, 2016 8-K

Xura 8-K (Current Report/Significant Event)

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): April 15, 2016 XURA, INC. (Exact name of registrant as specified in its charter) Delaware 001-35572 04-3398741 (State or other jurisdiction (Commission (IRS Employer of incorporat

April 15, 2016 EX-99.1

Xura Provides Preliminary Unaudited Fourth Quarter and Year End 2015 Results; Discloses Exclusive Negotiations of a Potential Sale for $25 per Share; Postpones Earnings Release and Conference Call

Exhibit CONTACT: Todd, Luke - Xura, Inc. (781) 213-2131 [email protected] Xura Provides Preliminary Unaudited Fourth Quarter and Year End 2015 Results; Discloses Exclusive Negotiations of a Potential Sale for $25 per Share; Postpones Earnings Release and Conference Call WAKEFIELD, MA, April 15, 2016 - Xura, Inc. (?Xura?; NASDAQ: MESG) today announced its preliminary estimated unaudited results fo

February 11, 2016 SC 13G/A

Xura SEC SCHEDULE 13G (Passive Acquisition of More Than 5% of Shares)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Xura, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 98420V107 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is

February 11, 2016 SC 13G/A

MESG / Xura, Inc. / VANGUARD GROUP INC Passive Investment

SC 13G/A 1 xurainc.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3 )* Name of issuer: Xura Inc Title of Class of Securities: Common Stock CUSIP Number: 98420V107 Date of Event Which Requires Filing of this Statement: December 31, 2015 Check the appropriate box to designate the rule pursuant to which this Schedul

February 10, 2016 SC 13G/A

MESG / Xura, Inc. / Wellington Management Group LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* Xura, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 98420V107 (CUSIP Number) January 29, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is

February 9, 2016 SC 13G/A

MESG / Xura, Inc. / Wellington Management Group LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Xura, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 98420V107 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is

February 9, 2016 SC 13G

MESG / Xura, Inc. / Neuberger Berman Group LLC - NONE Passive Investment

SC 13G 1 doc1.htm NONE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. n/a )* XURA INC (Name of Issuer) Common (Title of Class of Securities) 98420V107 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

January 25, 2016 SC 13G

MESG / Xura, Inc. / Obsidian Management LLC - SCHEDULE 13G FOR XURA, INC. BY OBSIDIAN MANAGEMENT, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* XURA, INC. (FORMERLY COMVERSE, INC.) (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 98420V107 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to d

December 28, 2015 EX-10.2

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT

EXHIBIT 10.2 SECOND AMENDMENT TO EMPLOYMENT AGREEMENT This Second Amendment (this ?Amendment?) to the Employment Agreement dated April 26, 2012 between Xura, Inc. (formerly Comverse, Inc.) (?Company?) and Philippe Tartavull (?Executive?) (the ?Employment Agreement?), is entered into this 4th day of December 2015, by and between the Company and Executive. WHEREAS, Executive is currently employed by

December 28, 2015 EX-99.1

Xura Confirms 3Q’15 Results, Regains Compliance with Nasdaq and Reiterates 2016 Guidance

Exhibit Exhibit 99.1 CONTACT: Todd, Luke - Xura, Inc. (781) 213-2131 [email protected] Xura Confirms 3Q’15 Results, Regains Compliance with Nasdaq and Reiterates 2016 Guidance WAKEFIELD, MA, December 28, 2015 - Xura, Inc. (“Xura”; NASDAQ: MESG) today filed its Quarterly Report on Form 10-Q for the third fiscal quarter ended October 31, 2015 with the Securities and Exchange Commission and regained

December 28, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2015 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to XURA, INC. (Exact name of registra

December 28, 2015 EX-10.1

AMENDMENT TO EMPLOYMENT AGREEMENT

EX-10.1 2 mesg-10312015xexhibit101.htm EXHIBIT 10.1 EXHIBIT 10.3 AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment (this “Amendment”) to the Employment Agreement dated March 11, 2015 between Xura, Inc. (formerly Comverse, Inc.) (“Company”) and Jacky Wu (“Executive”) (the “Employment Agreement”), is entered into this 4th day of December 2015, by and between the Company and Executive. WHEREAS, Execut

December 28, 2015 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 form8-k122815.htm 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): December 28, 2015 XURA, INC. (Exact name of registrant as specified in its charter) Delaware 001-35572 04-3398741 (State or other jurisdiction (Commission

December 23, 2015 EX-99.1

Xura Receives Notice from Nasdaq

mm12-23158ke991.htm Exhibit 99.1 CONTACT: Todd, Luke - Xura, Inc. (781) 213-2131 [email protected] Xura Receives Notice from Nasdaq WAKEFIELD, MA, December 23, 2015 - Xura, Inc. (?Xura?; NASDAQ: MESG) received a notification letter from The Nasdaq Stock Market on December 17, 2015 that it is not in compliance with Nasdaq Listing Rule 5250(c)(1) because the company did not timely file its Quarterl

December 23, 2015 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

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): December 23, 2015 (December 17, 2015) XURA, INC. (Exact name of registrant as specified in its charter) Delaware 001-35572 04-3398741 (State or other jurisdiction (Commission (IRS Emp

December 15, 2015 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 form8-kxq32015earningsrele.htm 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): December 15, 2015 XURA, INC. (Exact name of registrant as specified in its charter) Delaware 001-35572 04-3398741 (State or other jurisdiction

December 15, 2015 EX-99.1

Xura Announces Preliminary Fiscal 2015 Third Quarter Results Conference Call to be Held Today at 8:00 AM

Exhibit Exhibit 99.1 CONTACT: Todd, Luke - Xura, Inc. (781) 213-2131 [email protected] Xura Announces Preliminary Fiscal 2015 Third Quarter Results Conference Call to be Held Today at 8:00 AM WAKEFIELD, MA, December 15, 2015 - Xura, Inc. (?Xura?; NASDAQ: MESG) today announced its preliminary estimated results for the third fiscal quarter ended October 31, 2015. Preliminary Consolidated Highlights

December 11, 2015 NT 10-Q

Xura NONE

Form 12b-25: Notification of Late Filing United States Securities and Exchange Commission Washington, D.

December 8, 2015 8-K

Xura (Current Report/Significant Event)

mm12-08158k.htm 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): December 8, 2015 XURA, INC. (Exact name of registrant as specified in its charter) Delaware 001-35572 04-3398741 (State or other jurisdiction of incorporation) (Commis

December 8, 2015 EX-99.1

XURA, Inc. to Hold Conference Call to Review Fiscal 2015 Third Quarter Results on December 15 at 8 am ET

mm12-08158ke991.htm Press Release Investor Relations Contact: Luke Todd Xura [email protected] +1-781-213-2131 XURA, Inc. to Hold Conference Call to Review Fiscal 2015 Third Quarter Results on December 15 at 8 am ET WAKEFIELD, Mass., Dec. 8, 2015: Xura, Inc. (NASDAQ: MESG), a leading provider of digital communications services, today announced that it intends to hold its conference call to review

December 4, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 mm12-04158k.htm 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): December 4, 2015 XURA, INC. (Exact name of registrant as specified in its charter) Delaware 001-35572 04-3398741 (State or other jurisdiction of incorporation) (

November 18, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): November 18, 2015 XURA, INC. (Exact name of registrant as specified in its charter) Delaware 001-35572 04-3398741 (State or other jurisdiction of incorporation) (Commission File Numbe

November 18, 2015 EX-24.1

POWER OF ATTORNEY

mm11-1815demassimesg3.htm POWER OF ATTORNEY Know all by these presents, that the undersigned hereby makes, constitutes and appoints Roy S. Luria, Jacky Wu, and Philippe Tartavull, each acting individually, as the undersigned?s true and lawful attorney-in-fact, with full power and authority as hereinafter described, to: (1) prepare, execute, deliver and file for and on behalf of the undersigned, in

November 18, 2015 EX-99.1

Niccolo de Masi Appointed to Xura Board of Directors

mm11-18158ke991.htm EXHIBIT 99.1 Press Release Media Contact: Maria Hudson Xura [email protected] +44 7967813429 Investor Relations Contact: Luke Todd Xura [email protected] +1-781-213-2131 Niccolo de Masi Appointed to Xura Board of Directors WAKEFIELD, Mass., Nov. 18, 2015: Today Xura, Inc. (NASDAQ: MESG), a leading provider of digital communications services, announced that Niccolo de Masi,

November 4, 2015 EX-99.3

JOINT FILING AGREEMENT

EX-99.3 2 d79662dex993.htm EX-99.3 Exhibit 3 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) and Rule 16a-3(j) of the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) and any required statements on Form 3 or Form 4 with respect to the Common Stock of

November 4, 2015 SC 13D/A

MESG / Xura, Inc. / Northern Right Capital Management, L.P. - SC 13D/A Activist Investment

SC 13D/A 1 d79662dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Xura, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 20585P105 (CUSIP Number) Northern Right Capital Management, L.P. Attn: Chief Compliance Officer 10 Corbin Drive 3rd Floor Darien, Connecticut 06

October 22, 2015 EX-99.2

Acision B.V. Annual Financial Statements For the years ended 31 December 2014, 2013 and 2012 Contents Page Independent Auditor's Report 3 Consolidated income statement 4 Consolidated statement of total comprehensive income 5 Consolidated balance shee

Exhibit 99.2 Acision B.V. Annual Financial Statements For the years ended 31 December 2014, 2013 and 2012 Contents Page Independent Auditor's Report 3 Consolidated income statement 4 Consolidated statement of total comprehensive income 5 Consolidated balance sheet 6 Consolidated statement of changes in equity 7 Consolidated cash flow statement 8 Notes to the consolidated financial statements 9 IND

October 22, 2015 8-K/A

Financial Statements and Exhibits

8-K/A 1 form8-katxoct222015filing.htm 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A 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 XURA, INC. (Exact name of registrant as specified in its charter) Delaware 001-35572 04-3398741 (State or other jurisdicti

October 22, 2015 EX-99.3

XURA, INC. UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.3 XURA, INC. UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION On August 6, 2015 (the “Closing Date”), Xura, Inc. (formerly known as Comverse, Inc.) (“Xura” or the "Company") completed its previously announced acquisition (the “Acquisition”) of Acision Global Limited, a private company formed under the laws of England and Wales (“Acision”) a holding Company for Acision B.V. (

October 22, 2015 EX-22.3

CONSENT OF INDEPENDENT AUDITORS

CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in Registration Statements Nos.

September 18, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 mm09-18158k.htm 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): September 18, 2015 XURA, INC. (Exact name of registrant as specified in its charter) Delaware 001-35572 04-3398741 (State or other jurisdiction of incorporation)

September 9, 2015 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): September 9, 2015 XURA, INC. (Exact name of registrant as specified in its charter) Delaware 001-35572 04-3398741 (State or other jurisdiction (Commission (IRS Employer of incorporati

September 9, 2015 EX-2.2

____________________________________________________________________________________ CREDIT AGREEMENT DATED AS OF DECEMBER 15, 2014, ACISION B.V., as Parent, FORTISSIMO HOLDING B.V., as Dutch Borrower, ACISION FINANCE LLC, as U.S. Borrower, ELAVON FI

Table of Contents Exhibit 2.2 EXECUTION VERSION CREDIT AGREEMENT DATED AS OF DECEMBER 15, 2014, among ACISION B.V., as Parent, FORTISSIMO HOLDING B.V., as Dutch Borrower, ACISION FINANCE LLC, as U.S. Borrower, ELAVON FINANCIAL SERVICES LIMITED, as Administrative Agent, U.S. BANK TRUSTEES LIMITED, as Collateral Agent, and The Lenders Party Hereto JEFFERIES FINANCE LLC as Sole Lead Arranger and Book

September 9, 2015 EX-99.1

Xura Announces Fiscal 2015 Second Quarter Results; Conference Call to be Held Today at 8:00 AM

Exhibit Exhibit 99.1 CONTACT: Todd, Luke - Xura,Inc (781) 213-2131 [email protected] Xura Announces Fiscal 2015 Second Quarter Results; Conference Call to be Held Today at 8:00 AM WAKEFIELD, MA, September 9, 2015 - Xura, Inc. (?Xura?; NASDAQ: MESG) formerly known as Comverse, Inc. (NASDAQ: CNSI) today announced its results for the second fiscal quarter ended July 31, 2015. Consolidated Highlights

September 9, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2015 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to XURA, INC. (Exact name of registrant

September 9, 2015 EX-10.1

200 Quannapowitt Parkway, Wakefield, MA 01880 Tel: 781-246-9000

Exhibit 10.1 August 6, 2014 By Electronic Mail Michael Grossi Dear Michael, We are pleased to extend an offer to you (the ?Executive?) to join Comverse, Inc. (the ?Company?) pursuant to the terms of this Employment Letter (this ?Letter?). WHEREAS, the Company desires that Executive become employed by, and Executive desires to be employed by, the Company effective as of September 2, 2014 (the ?Effe

September 9, 2015 EX-2.1

DATED 15 JUNE 2015 (1) BERGKAMP CO?PERATIEF U.A. - and - (2) COMVERSE, INC.

Table of Contents Exhibit 2.1 EXECUTION COPY DATED 15 JUNE 2015 (1) BERGKAMP CO?PERATIEF U.A. - and - (2) COMVERSE, INC. AGREEMENT relating to the sale and purchase of Acision Global Limited Table of Contents CONTENTS 1. DEFINITIONS AND INTERPRETATION 3 2. SALE AND PURCHASE OF THE SHARE 17 3. CONSIDERATION 17 4. CONDITIONS 19 5. PRE?COMPLETION MATTERS 21 6. COMPLETION 22 7. PURCHASER?S WARRANTIES

September 9, 2015 EX-2.3

CONSENT, WAIVER AND FIRST AMENDMENT TO CREDIT AGREEMENT

EX-2.3 4 cnsi-7312015xexhibit23.htm EXHIBIT 2.3 - CONSENT, WAIVER AND FIRST AMENDMENT TO CREDIT AGREEMENT Exhibit 2.3 CONSENT, WAIVER AND FIRST AMENDMENT TO CREDIT AGREEMENT This Consent, Waiver and First Amendment to Credit Agreement (this “Amendment”) is entered into as of July 13, 2015, by and among Fortissimo Holding, B.V., a besloten vennootschap met beperkte aansprakelijkheid incorporated in

September 8, 2015 8-K

Xura (Current Report/Significant Event)

mm09-08158k.htm 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): September 8, 2015 COMVERSE, INC. (Exact name of registrant as specified in its charter) Delaware 001-35572 04-3398741 (State or other jurisdiction (Commission (IRS Emp

September 8, 2015 EX-3.2

XURA, INC. AMENDED AND RESTATED BYLAWS Effective September 9, 2015. TABLE OF CONTENTS

mm09-08158ke32.htm EXHIBIT 3.2 XURA, INC. AMENDED AND RESTATED BYLAWS Effective September 9, 2015. TABLE OF CONTENTS Page ARTICLE I STOCKHOLDERS 4 Section 1. Annual Meeting 4 Section 2. Special Meetings 7 Section 3. Notice of Meetings 7 Section 4. Quorum 8 Section 5. Organization 8 Section 6. Conduct of Business 9 Section 7. Proxies and Voting 9 Section 8. Stock List 9 ARTICLE II BOARD OF DIRECTOR

September 8, 2015 EX-3.1

CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION COMVERSE, INC. Pursuant to § 242 of the General Corporation Law of the State of Delaware

EX-3.1 2 mm09-08158ke31.htm CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF COMVERSE, INC. EXHIBIT 3.1 CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF COMVERSE, INC. Pursuant to § 242 of the General Corporation Law of the State of Delaware Comverse, Inc., a corporation duly organized and existing under the General Corporation Law of

September 4, 2015 EX-24.1

POWER OF ATTORNEY

mm09-04saunders3e241.htm EXHIBIT 24.1 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby makes, constitutes and appoints Roy S. Luria, Jacky Wu, and Philippe Tartavull, each acting individually, as the undersigned?s true and lawful attorney-in-fact, with full power and authority as hereinafter described, to: (1) prepare, execute, deliver and file for and on behalf of the und

August 6, 2015 8-K

Xura 8-K (Current Report/Significant Event)

Form 8-K Acision Acqusition 8.6.15 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 (Com

August 6, 2015 EX-99.1

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

Exhibit 99.1 - 8-k Acision Acqusition 8.6.15 Exhibit 99.1 Press Release Contact: Michael Grossi Comverse, Inc. [email protected] +1-781-224-8030 Comverse Completes Acquisition of Acision, Creating a Leader in Digital Communication Services T wo Companies Merge Assets to Augment Global Footprint, and Extend Product Portfolio to Enable Future Digital Solutions WAKEFIELD, Mass., August 6, 2

July 9, 2015 8-K/A

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 2, 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 incorporat

July 9, 2015 EX-99.2

COMVERSE, INC. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

Exhibit 99.2 - 8-KA Amdocs Sale Exhibit 99.2 COMVERSE, INC. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION On April 29, 2015, Comverse, Inc., a Delaware corporation (the ?Company?), and certain of its subsidiaries (together with the Company, the ?Sellers?) entered into an Asset Purchase Agreement (as amended, the ?Purchase Agreement?) with Amdocs Limited, a Guernsey company (the

July 7, 2015 EX-10.1

AMENDMENT #1 TO THE MASTER SERVICE AGREEMENT

EX-10.1 2 mm07-07158ke101.htm AMENDMENT #1 TO THE MASTER SERVICE AGREEMENT Exhibit 10.1 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO CERTAIN PORTIONS OF THIS AGREEMENT. CONFIDENTIAL PORTIONS HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION. AMENDMENT #1 TO THE MASTER SERVICE AGREEMENT THIS AMENDMENT (this “Amendment”) is made effective as of June

July 7, 2015 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): June 30, 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 incorporati

July 2, 2015 EX-99.1

Comverse Completes Divestiture of BSS Business to Amdocs

Exhibit 99.1 - Sale of BSS Exhibit 99.1 Contact: Michael Grossi Comverse, Inc. [email protected] +1-781-224-8030 Comverse Completes Divestiture of BSS Business to Amdocs WAKEFIELD, Mass., July 2, 2015 - Comverse (NASDAQ: CNSI) today announced it has completed the divestiture of its BSS business unit to Amdocs (NASDAQ: DOX) for a purchase price of approximately $273 million. Comverse will

July 2, 2015 8-K

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

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): July 2, 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 incorporatio

June 29, 2015 EX-24

POWER OF ATTORNEY

POWER OF ATTORNEY Know all by these presents, that the undersigned hereby makes, constitutes and appoints Roy S.

June 25, 2015 EX-10.1

COMVERSE, INC. AMENDED AND RESTATED 2012 STOCK INCENTIVE COMPENSATION PLAN

mm06-25158ke101.htm Exhibit 10.1 COMVERSE, INC. AMENDED AND RESTATED 2012 STOCK INCENTIVE COMPENSATION PLAN Article 1. Establishment & Purpose 1.1 Establishment. Comverse, Inc. previously established the Comverse, Inc. 2012 Stock Incentive Compensation Plan (the ?Prior Plan?), and hereby amends and restates the plan in the form of this Comverse, Inc. Amended and Restated 2012 Stock Incentive Compe

June 25, 2015 8-K

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): June 24, 2015 COMVERSE, INC. (Exact name of registrant as specified in its charter) Delaware 001-35572 04-3398741 (State or other jurisdiction of incorporation) (Commission File Numbe

June 25, 2015 S-8

Xura 2012 STOCK INCENTIVE COMPENSATION PLAN

As filed with the Securities and Exchange Commission on June 25, 2015 Registration No.

June 25, 2015 S-8

Xura 2015 EMPLOYEE STOCK PURCHASE PLAN

mm06-2415espp15s8.htm 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

June 23, 2015 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2015 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMVERSE, INC. (Exact name of regi

June 15, 2015 EX-10.3

AMENDMENT TO EMPLOYMENT LETTER

Exhibit 10.3 AMENDMENT TO EMPLOYMENT LETTER This Amendment (this “Amendment”) to an Employment Letter dated September 19, 2012 (the “Letter”) is entered into by Comverse, Inc. and Nassrin Tavakoli (“Executive”) on May 14, 2015. WHEREAS, under the Letter, the Executive serves as the Senior Vice President, Chief Technology Officer and Research & Development of the Company; WHEREAS, the Company and t

June 15, 2015 EX-10.4

200 Quannapowitt Parkway, Wakefield, MA 01880 Tel: 781-246-9000

EX-10.4 6 cnsi-4302015xexhibit104.htm EXHIBIT 10.4 - EMPLOYEMENT LETTER Exhibit 10.4 March 11, 2015 By Electronic Mail Jacky Wu 9 West Broadway, #617 Boston, MA 02127 Dear Jacky, We are pleased to extend an offer to you (the “Executive”) to join Comverse, Inc. (the “Company”) pursuant to the terms of this Employment Letter (this “Letter”). WHEREAS, the Company desires that Executive become employe

June 15, 2015 EX-10.5

WAIVER AND RELEASE AGREEMENT

Exhibit 10.5 April 30, 2015 Thomas Sabol By Electronic Delivery Dear Tom, This letter agreement and general release (this “Letter”) summarizes the terms of separation that Comverse, Inc., on behalf of itself and its subsidiaries (collectively, the “Company” or the “Group Companies”) is willing to offer you. You are referred in some instances in this Letter as the “Executive.” Please read this Lett

June 15, 2015 EX-99.2

Comverse Signs Definitive Agreement to Acquire Acision; Combined Company to Extend Global Leadership in Next-Generation Digital Service Solutions Combined Entity Will Incorporate Best-of-breed Complementary Products and Technologies to Drive Increase

Exhibit 99.2 to CNSI Form 8-K Press Release Press Release Contact: Michael Grossi Comverse, Inc. [email protected] +1-781-224-8030 Comverse Signs Definitive Agreement to Acquire Acision; Combined Company to Extend Global Leadership in Next-Generation Digital Service Solutions Combined Entity Will Incorporate Best-of-breed Complementary Products and Technologies to Drive Increased Global

June 15, 2015 EX-10.1

MASTER SERVICE AGREEMENT FOR OUTSOURCING SERVICES BY AND BETWEEN SERVICE PROVIDER

EX-10.1 3 cnsi-4302015xexhibit101.htm EXHIBIT 10.1 - MASTER SERVICE AGREEMENT Exhibit 10.1 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO CERTAIN PORTIONS OF THIS AGREEMENT. CONFIDENTIAL PORTIONS HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION. MASTER SERVICE AGREEMENT FOR OUTSOURCING SERVICES BY AND BETWEEN CUSTOMER AND SERVICE PROVIDER CUSTOMER

June 15, 2015 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): June 15, 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 incorporati

June 15, 2015 EX-99.1

Comverse Announces Fiscal 2015 First Quarter Results; Conference Call to be Held Today at 8:00 AM

Exhibit 99.1 to CNSI From 8-k Q1 2015 Press release Exhibit 99.1 CONTACT: Mary T. Conway Conway Communications for Comverse, Inc. (781) 772-1679 [email protected] Comverse Announces Fiscal 2015 First Quarter Results ; Conference Call to be Held Today at 8:00 AM WAKEFIELD, MA, June 15, 2015 - Comverse, Inc. (?Comverse?; NASDAQ: CNSI) today announced its results for the three months ended April 30, 20

June 15, 2015 EX-2.1

ASSET PURCHASE AGREEMENT by and among COMVERSE, INC. AMDOCS LIMITED THE OTHER SELLERS NAMED HEREIN dated as of April 29, 2015 Table of Contents

Exhibit 2.1 Execution Version ASSET PURCHASE AGREEMENT by and among COMVERSE, INC. and AMDOCS LIMITED and THE OTHER SELLERS NAMED HEREIN dated as of April 29, 2015 Table of Contents Page Article I Definitions.......................................................................................................................1 Section 1.1 Terms......................................................

June 15, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2015 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMVERSE, INC. (Exact name of regist

June 15, 2015 EX-10.2

AMENDMENT TO EMPLOYMENT AGREEMENT

Exhibit 10.2 AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment (this ?Amendment?) to an Employment Agreement dated April 26, 2012 (the ?Employment Agreement?) is entered into by Comverse, Inc. and Philippe Tartavull (?Executive?) on May 14, 2015. WHEREAS, Under the Employment Agreement Executive serves as the Chief Executive Officer of the Company; WHEREAS, the Company and the Executive desire to a

June 8, 2015 NT 10-Q

Xura NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number: 001-35572 CUSIP Number: 20585P NOTIFICATION OF LATE FILING (Check One): || Form 10-K || Form 20-F || Form 11-K |X| Form 10-Q || Form 10-D || Form N-SAR || Form N-CSR For Period Ended: April 30, 2015 || Transition Report on Form 10-K || Transition Report on Form 20-F || Transition Report on Form 11-

June 1, 2015 SD

Xura SD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form SD SPECIALIZED DISCLOSURE REPORT COMVERSE, INC. (Exact name of registrant as specified in its charter) Delaware 001-35572 04-3398741 (State or other jurisdiction of incorporation or organization) (Commission File No.) (I.R.S. Employer Identification No.) 200 Quannapowitt Parkway Wakefield, MA 01880 (Address of principal e

May 28, 2015 EX-99

COMVERSE, INC.

COMVERSE, INC. 200 Quannapowitt Parkway Wakefield, Massachusetts 01880 VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. United States Eastern Time on June 23, 2015. Have the proxy materials that you have received in hand when you access the web site and follow the instructions to obtain your re

May 28, 2015 DEF 14A

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. ) Filed by the Registrant x Filed by a Party other than the Registran

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. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ý Defin

May 15, 2015 EX-99.1

COMVERSE, INC. 200 Quannapowitt Parkway Wakefield, Massachusetts 01880 VOTE BY INTERNET - www.proxyvote.com

COMVERSE, INC. 200 Quannapowitt Parkway Wakefield, Massachusetts 01880 VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. United States Eastern Time on June 23, 2015. Have the proxy materials that you have received in hand when you access the web site and follow the instructions to obtain your re

May 15, 2015 PRE 14A

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. ) Filed by the Registrant x Filed by a Party other than the Registran

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. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ý Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

May 14, 2015 8-K

Xura (Current Report/Significant Event)

mm05-14158k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 14, 2015 COMVERSE, INC. (Exact name of registrant as specified in its charter) Delaware 001-35572 04-3398741 (State or other jurisdiction of incorporation) (Commis

May 8, 2015 EX-24

POWER OF ATTORNEY

mm05-0815wu_3e241.htm POWER OF ATTORNEY Know all by these presents, that the undersigned hereby makes, constitutes and appoints Roy S. Luria, Shawn C. Rathje, and Philippe Tartavull, each acting individually, as the undersigned’s true and lawful attorney-in-fact, with full power and authority as hereinafter described, to: (1) prepare, execute, deliver and file for and on behalf of the undersigned,

May 1, 2015 8-A12B

Xura 2B

8-A12B 1 mm04-30158a12b.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 COMVERSE, INC. (Exact name of registrant as specified in its charter) Delaware 04-3398741 (State of incorporation) (I.R.S. Employer Identification No.) 200 Quannapowitt

May 1, 2015 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 mm04-30158k.htm FORM 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): April 29, 2015 COMVERSE, INC. (Exact name of registrant as specified in its charter) Delaware 001-35572 04-3398741 (State or Other Jurisdiction of Incor

May 1, 2015 EX-3.1

CERTIFICATE OF DESIGNATION SERIES A JUNIOR PARTICIPATING PREFERRED STOCK COMVERSE, INC. Pursuant to Section 151 of the General Corporation Law of the State of Delaware

mm04-3015certdesig.htm EXHIBIT 3.1 CERTIFICATE OF DESIGNATION of SERIES A JUNIOR PARTICIPATING PREFERRED STOCK of COMVERSE, INC. Pursuant to Section 151 of the General Corporation Law of the State of Delaware COMVERSE, INC., a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), in accordance with the provisions of Section 103 thereof, DOES HEREBY CERTIFY

May 1, 2015 EX-4.1

COMVERSE, INC., a Delaware corporation AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Rights Agent RIGHTS AGREEMENT Dated as of April 29, 2015 TABLE OF CONTENTS

EX-4.1 3 mm04-3015rightsagmt.htm EX.4.1 - RIGHTS AGREEMENT COMVERSE, INC., a Delaware corporation and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Rights Agent RIGHTS AGREEMENT Dated as of April 29, 2015 TABLE OF CONTENTS Section 1 Certain Definitions 1 Section 2 Appointment of Rights Agent 6 Section 3 Issuance of Rights Certificates 7 Section 4 Form of Rights Certificates 8 Section 5 Counters

April 30, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

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): April 30, 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 incorporat

April 30, 2015 EX-99.1

Comverse Appoints Jacky Wu Chief Financial Officer

Exhibit 99.1 to April 30, 2015 Exhibit 99.1 Contact: Michael Grossi Comverse, Inc. [email protected] +1-781-224-8030 Comverse Appoints Jacky Wu Chief Financial Officer WAKEFIELD, Mass., April 30, 2015 - Comverse (NASDAQ: CNSI) today announced that Jacky Wu has been appointed Chief Financial Officer of the company, effective immediately, replacing Thomas Sabol, who will remain a consultan

April 29, 2015 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): April 29, 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 incorporat

April 29, 2015 EX-99.1

Comverse to Divest BSS Business to Amdocs for Total Purchase Price of $272 Million Gives Comverse Singular Focus on Expanding Digital Services Leadership

Exhibit 99.1 to Form 8K April 29, 2015 Exhibit 99.1 Contact: Michael Grossi Comverse, Inc. [email protected] +1-781-224-8030 Comverse to Divest BSS Business to Amdocs for Total Purchase Price of $272 Million Gives Comverse Singular Focus on Expanding Digital Services Leadership WAKEFIELD, Mass., April 29, 2015 - Comverse (NASDAQ: CNSI) today announced it has reached a definitive agreemen

April 16, 2015 EX-10.20

WAIVER AND RELEASE AGREEMENT

EX-10.20 2 cnsi-1312015xexhibit1020.htm EXHIBIT 10.20 SEPARATION AGREEMENT Exhibit 10.20 November 7, 2014 Narasimha (Gani) Nayak By Electronic Delivery Dear Gani: This letter agreement and general release (this “Letter”) summarizes the terms of separation that Comverse, Inc., on behalf of itself and its subsidiaries (collectively, the “Company” or the “Group Companies”) is willing to offer you. Yo

April 16, 2015 EX-99.1

Comverse Announces Fiscal 2014 Fourth Quarter Results; Conference Call to be Held Today at 8:00 AM

Exhibit 99.1 to CNSI Form 8K 2014 Press Release Exhibit 99.1 CONTACT: Mary T. Conway Conway Communications for Comverse, Inc. (781) 772-1679 [email protected] Comverse Announces Fiscal 2014 Fourth Quarter Results; Conference Call to be Held Today at 8:00 AM WAKEFIELD, MA, April 16, 2015 - Comverse, Inc. (?Comverse?; NASDAQ: CNSI) today announced its results for the fourth quarter ("Q4") and fiscal y

April 16, 2015 EX-21.1

SUBSIDIARIES OF COMVERSE, INC. SUBSIDIARY JURISDICTION OF INCORPORATION Boston Technology International, Inc. Delaware Boston Technology Mexico, Inc. Delaware Comverpor Sistemas De Telecomunicacoes, LDA Portugal Comverse (NZ) Limited New Zealand Comv

Exhibit 21.1 SUBSIDIARIES OF COMVERSE, INC. SUBSIDIARY JURISDICTION OF INCORPORATION Boston Technology International, Inc. Delaware Boston Technology Mexico, Inc. Delaware Comverpor Sistemas De Telecomunicacoes, LDA Portugal Comverse (NZ) Limited New Zealand Comverse Albania Holdings, Inc. Delaware Comverse Argentina, S.A. Argentina Comverse Australasia Pty Ltd. Australia Comverse Belgium SA Belgi

April 16, 2015 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 31, 2015 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-3557

April 16, 2015 EX-10.21

200 Quannapowitt Parkway, Wakefield, MA 01880 Tel: 781-246-9000 200 Quannapowitt Parkway, Wakefield, MA 01880 Tel: 781-246-9000

Exhibit 10.21 September 19, 2012 By Electronic Mail Nassrin Tavakoli Dear Nassrin, We are pleased to extend an offer to you (the ?Executive?) to join Comverse, Inc. pursuant to the terms of this Employment Letter (this ?Letter?). WHEREAS, the Company desires that Executive become employed by, and Executive desires to be employed by, the Company effective as of October 1, 2012 (the ?Effective Date?

April 16, 2015 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

Form 8K Q4 2014 press release UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 15, 2015 EX-99.1

Michael Grossi Comverse, Inc. [email protected] +1-781-224-8030 Aashish Washikar Tech Mahindra Ltd. [email protected] +91 40 30675493 Comverse and Tech Mahindra Sign Global Strategic Relationship

Exhibit 99.1 to Form 8k 4.15.15 Exhibit 99.1 Contact: Michael Grossi Comverse, Inc. [email protected] +1-781-224-8030 Aashish Washikar Tech Mahindra Ltd. [email protected] +91 40 30675493 Comverse and Tech Mahindra Sign Global Strategic Relationship WAKEFIELD, Mass. and TEL AVIV, Israel, April 15, 2015 - Comverse (NASDAQ: CNSI) and Tech Mahindra announced today they have

April 15, 2015 8-K

Xura 8-K (Current Report/Significant Event)

Form 8-K - 4.15.15 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): April 15, 2015 COMVERSE, INC. (Exact name of registrant as specified in its charter) Delaware 001-35572 04-3398741 (State or other jurisdiction (Commission (IRS Emp

February 12, 2015 SC 13G/A

MESG / Xura, Inc. / Wellington Management Group LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* Comverse, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 20585P105 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedul

February 11, 2015 SC 13G/A

MESG / Xura, Inc. / VANGUARD GROUP INC Passive Investment

SC 13G/A 1 comverseinc.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2 )* Name of issuer: Comverse Inc Title of Class of Securities: Common Stock CUSIP Number: 20585P105 Date of Event Which Requires Filing of this Statement: December 31, 2014 Check the appropriate box to designate the rule pursuant to which this

January 23, 2015 SC 13G

MESG / Xura, Inc. / Obsidian Management LLC - SCHEDULE 13G FOR OBSIDIAN MANAGEMENT LLC FOR COMVERSE, INC. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* COMVERSE, INC. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 20585P105 (CUSIP Number) January 14, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursua

December 10, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2014 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMVERSE, INC. (Exact name of regi

December 10, 2014 EX-99.1

Comverse Announces Fiscal 2014 Third Quarter Results; Conference Call to be Held Today at 8:00 AM

Exhibit 99.1 CONTACT: Mary T. Conway Conway Communications for Comverse, Inc. (781) 772-1679 [email protected] Comverse Announces Fiscal 2014 Third Quarter Results; Conference Call to be Held Today at 8:00 AM WAKEFIELD, MA, December 10, 2014 - Comverse, Inc. (“Comverse”; NASDAQ: CNSI) today announced its results for the third fiscal quarter ended October 31, 2014. Consolidated Highlights: Below is s

December 10, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): December 10, 2014 COMVERSE, INC. (Exact name of registrant as specified in its charter) Delaware 001-35572 04-3398741 (State or other jurisdiction (Commission (IRS Employer of incorpo

November 14, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 mm11-12148k.htm FORM 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): November 14, 2014 COMVERSE, INC. (Exact name of registrant as specified in its charter) Delaware 001-35572 04-3398741 (State or other jurisdiction of in

November 6, 2014 EX-99.1

JOINT FILING AGREEMENT

EXHIBIT 1 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing of this statement on Schedule 13G, including any amendments thereto.

November 6, 2014 SC 13G/A

MESG / Xura, Inc. / H Brothers Llc - AMENDMENT NO. 1 TO SCHEDULE 13G Passive Investment

SC 13G/A 1 sc0104.htm AMENDMENT NO. 1 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 1)* COMVERSE, INC. (Name of Issuer) Common Stock, $0.01 par valu

September 17, 2014 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 ex99-1.htm EXHIBIT 1: JOINT FILING AGREEMENT EXHIBIT 1 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing of this statement on Schedule 13G, including any amendments thereto. This Joint Filing Agreement may be executed in any number of counterparts, each of which shall be deemed an origi

September 17, 2014 SC 13G

MESG / Xura, Inc. / H Brothers Llc - SCHEDULE 13G Passive Investment

SC 13G 1 sc0077.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2 Under the Securities Exchange Act of 1934 COMVERSE, INC. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securiti

September 9, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): September 9, 2014 COMVERSE, INC. (Exact name of registrant as specified in its charter) Delaware 001-35572 04-3398741 (State or other jurisdiction (Commission (IRS Employer of incorpo

September 9, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2014 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMVERSE, INC. (Exact name of registr

September 9, 2014 EX-99.1

Comverse Announces Fiscal 2014 Second Quarter Results; Conference Call to be Held Today at 8:00 AM

EX-99.1 2 exhibit991toform8-kq22014p.htm EXHIBIT Exhibit 99.1 CONTACT: Sheila Ennis ICR for Comverse, Inc. (415) 430-2073 [email protected] Comverse Announces Fiscal 2014 Second Quarter Results; Conference Call to be Held Today at 8:00 AM WAKEFIELD, MA, September 9, 2014 - Comverse, Inc. (“Comverse”; NASDAQ: CNSI) today announced its results for the second fiscal quarter ended July 31, 2014.

June 26, 2014 8-K

Submission of Matters to a Vote of Security Holders

8-K 1 mm06-26148k.htm FORM 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): June 25, 2014 COMVERSE, INC. (Exact name of registrant as specified in its charter) Delaware 001-35572 04-3398741 (State or other jurisdiction of incorp

June 9, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 form8-kq12014pressrelease.htm 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): June 9, 2014 COMVERSE, INC. (Exact name of registrant as specified in its charter) Delaware 001-35572 04-3398741 (State or other jurisdiction (

June 9, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2014 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMVERSE, INC. (Exact name of regist

June 9, 2014 EX-99.1

Comverse Announces Fiscal 2014 First Quarter Results; Conference Call to be Held Today at 8:00 AM

Exhibit 99.1 CONTACT: Sheila Ennis ICR for Comverse, Inc. 415-430-2073 [email protected] Comverse Announces Fiscal 2014 First Quarter Results; Conference Call to be Held Today at 8:00 AM WAKEFIELD, MA, June 9, 2014 - Comverse, Inc. (“Comverse”; NASDAQ: CNSI) today announced its results for the three months ended April 30, 2014. Consolidated Highlights: Below is selected consolidated financia

June 2, 2014 SD

- SD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form SD SPECIALIZED DISCLOSURE REPORT COMVERSE, INC. (Exact name of registrant as specified in its charter) Delaware 001-35572 04-3398741 (State or other jurisdiction of incorporation or organization) (Commission File No.) (I.R.S. Employer Identification No.) 200 Quannapowitt Parkway Wakefield, MA 01880 (Address of principal e

May 12, 2014 DEFA14A

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DEFA14A 1 mm05-0914defa14a.htm 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. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitt

May 12, 2014 DEF 14A

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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. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defin

April 24, 2014 8-K

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

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): April 18, 2014 COMVERSE, INC. (Exact name of registrant as specified in its charter) Delaware 001-35572 04-3398741 (State or other jurisdiction (Commission (IRS Employer of incorporat

April 24, 2014 EX-16.1

1.

Exhibit 16.1 April 24, 2014 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7561 Dear Sirs/Madams: We have read Item 4.01 of Comverse, Inc.’s Form 8-K dated April 24, 2014, and have the following comments: 1. We agree with the statements made in Item 4.01 section (a). 2. We agree with the statement made with respect to sub-paragraph (iv) of the third paragraph and the

April 16, 2014 EX-21.1

SUBSIDIARIES OF COMVERSE, INC. SUBSIDIARY JURISDICTION OF INCORPORATION Amarex Technology, Inc. Delaware Boston Technology International, Inc. Delaware Boston Technology Mexico, Inc. Delaware Comverpor Sistemas De Telecomunicacoes, LDA Portugal Comve

Exhibit 21.1 SUBSIDIARIES OF COMVERSE, INC. SUBSIDIARY JURISDICTION OF INCORPORATION Amarex Technology, Inc. Delaware Boston Technology International, Inc. Delaware Boston Technology Mexico, Inc. Delaware Comverpor Sistemas De Telecomunicacoes, LDA Portugal Comverse (NZ) Limited New Zealand Comverse Albania Holdings, Inc. Delaware Comverse Argentina, S.A. Argentina Comverse Australasia Pty Ltd. Au

April 16, 2014 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

10-K 1 cnsi-1312014x10k.htm 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 31, 2014 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from t

April 16, 2014 EX-10.18

Comverse, Inc. 2012 Stock Incentive Compensation Plan DIRECTOR STOCK UNIT AWARD AGREEMENT

Exhibit 10.18 Comverse, Inc. 2012 Stock Incentive Compensation Plan DIRECTOR STOCK UNIT AWARD AGREEMENT THIS DIRECTOR STOCK UNIT AWARD AGREEMENT (this ?Award Agreement?) is made effective from and after the date of grant as specified in the Electronic Grant Acceptance Web Page (the ?Date of Grant?) by and between Comverse, Inc., a Delaware corporation (with any successor, the ?Company?), and the p

April 15, 2014 EX-99.1

Comverse Announces Fourth Quarter and Full Fiscal 2013 Results; Conference Call to be Held Today at 8:00 AM

Exhibit 99.1 CONTACT: Sheila Ennis ICR for Comverse, Inc. 415-430-2073 [email protected] Comverse Announces Fourth Quarter and Full Fiscal 2013 Results; Conference Call to be Held Today at 8:00 AM WAKEFIELD, MA, April 15, 2014 - Comverse, Inc. (“Comverse”; NASDAQ: CNSI) today announced its results for the fourth quarter ("Q4") and fiscal year ended January 31, 2014 ("fiscal 2013"). Consolida

April 15, 2014 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 form8kq42013pressrelease.htm 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): April 15, 2014 COMVERSE, INC. (Exact name of registrant as specified in its charter) Delaware 001-35572 04-3398741 (State or other jurisdiction

March 12, 2014 SC 13D/A

MESG / Xura, Inc. / Northern Right Capital Management, L.P. - SCHEDULE 13D/A Activist Investment

OMB APPROVAL OMB Number: 3235-0145 Expires: February 28, 2009 Estimated average burden hours per response: 14.

March 12, 2014 EX-99.1

Comverse Appoints Matthew Drapkin to the Board of Directors

EX-99.1 Exhibit 99.1 CONTACT: Sheila Ennis ICR for Comverse, Inc. 203-682-8338 [email protected] Comverse Appoints Matthew Drapkin to the Board of Directors WAKEFIELD, MA, March 12, 2014 - Comverse, Inc. (“Comverse”; Nasdaq: CNSI) and Becker Drapkin Management, L.P., a Dallas-based investment firm, today announced that Matthew A. Drapkin has been appointed as an independent member of the Boa

March 12, 2014 EX-10.1

[Signature page follows]

EX-10.1 Exhibit 10.1 EXECUTION VERSION AGREEMENT This Agreement, dated as of March 12, 2014, is by and among Comverse, Inc., a Delaware corporation (the “Company”), Steven R. Becker, an individual resident of Texas, Matthew A. Drapkin, an individual resident of New York (“Drapkin”), Becker Drapkin Management, L.P., a Texas limited partnership, Becker Drapkin Partners (QP), L.P., a Texas limited pa

March 12, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits - FORM 8-K

Form 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): March 12, 2014 COMVERSE, INC. (Exact name of registrant as specified in its charter) Delaware 001-35572 04-3398741 (State or other jurisdiction of incorporation) (Commission

February 14, 2014 CORRESP

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CORRESP 1 filename1.htm CERTAIN PORTIONS OF THIS LETTER AS FILED VIA EDGAR HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE OMITTED PORTIONS, WHICH HAVE BEEN REPLACED WITH THE FOLLOWING PLACEHOLDER “[***].” Roy S. Luria Comverse, Inc. Senior Vice President, 200 Quannapowitt Parkway General Counsel and Wakefield, MA 01880 Corporate Secret

February 12, 2014 SC 13G/A

MESG / Xura, Inc. / VANGUARD GROUP INC Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1 )* Name of issuer: Comverse Inc Title of Class of Securities: Common Stock CUSIP Number: 20585P105 Date of Event Which Requires Filing of this Statement: December 31, 2013 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: (X) Rul

January 10, 2014 SC 13G/A

MESG / Xura, Inc. / WELLINGTON MANAGEMENT GROUP LLP - DISCLOSURE DOCUMENT Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Comverse, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 20585P105 (CUSIP Number) December 31, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule

December 13, 2013 DEF 14A

- AMENDMENT NO.1

DEF 14A 1 mm12-1313def14aa1.htm AMENDMENT NO.1 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. 1) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission

December 13, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2013 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMVERSE, INC. (Exact name of regi

December 12, 2013 EX-99.1

Comverse Announces Fiscal 2013 Third Quarter Results; Conference Call to be Held Today at 8:00 AM

Exhibit 99.1 CONTACT: Sheila Ennis ICR for Comverse, Inc. 203-682-8338 [email protected] Comverse Announces Fiscal 2013 Third Quarter Results; Conference Call to be Held Today at 8:00 AM WAKEFIELD, MA, December 12, 2013 - Comverse, Inc. (“Comverse”; NASDAQ: CNSI) today announced its results for the three months ended October 31, 2013. Consolidated Highlights: Below is selected consolidated f

December 12, 2013 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 form8kq3pressrelease.htm 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): December 12, 2013 COMVERSE, INC. (Exact name of registrant as specified in its charter) Delaware 001-35572 04-3398741 (State or other jurisdiction (

December 2, 2013 SC 13D

MESG / Xura, Inc. / Northern Right Capital Management, L.P. - SCHEDULE 13D Activist Investment

OMB APPROVAL OMB Number: 3235-0145 Expires: February 28, 2009 Estimated average burden hours per response: 14.

September 13, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2013 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMVERSE, INC. (Exact name of registr

September 12, 2013 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): September 12, 2013 COMVERSE, INC. (Exact name of registrant as specified in its charter) Delaware 001-35572 04-3398741 (State or other jurisdiction (Commission (IRS Employer of incorp

September 12, 2013 EX-99.1

Comverse Announces Fiscal 2013 Second Quarter Results; Conference Call to be Held Today at 8:00 AM

Exhibit 99.1 CONTACT: Sheila Ennis ICR for Comverse, Inc. 203-682-8338 [email protected] Comverse Announces Fiscal 2013 Second Quarter Results; Conference Call to be Held Today at 8:00 AM WAKEFIELD, MA, September 12, 2013 - Comverse, Inc. (“Comverse”; NASDAQ: CNSI) today announced its results for the three months ended July 31, 2013. Consolidated Highlights: Below is selected consolidated fi

September 11, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 mm09-10138k.htm FORM 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): September 11, 2013 COMVERSE, INC. (Exact name of registrant as specified in its charter) Delaware 001-35572 04-3398741 (State or other jurisdiction of i

June 28, 2013 8-K

Submission of Matters to a Vote of Security Holders - FORM 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): June 27, 2013 COMVERSE, INC. (Exact name of registrant as specified in its charter) Delaware 001-35572 04-3398741 (State or other jurisdiction of incorporation) (Commission File Numbe

June 13, 2013 EX-99.1

Comverse Announces Fiscal 2013 First Quarter Results; Conference Call to be Held Today at 8:00 AM

Exhibit 99.1 CONTACT: Paul D. Baker Comverse, Inc. 212-739-1060 Comverse Announces Fiscal 2013 First Quarter Results; Conference Call to be Held Today at 8:00 AM WAKEFIELD, MA, June 13, 2013 - Comverse, Inc. (“Comverse”; Nasdaq: CNSI) today announced its results for the three months ended April 30, 2013. Consolidated Highlights: Below is selected consolidated financial information for the three mo

June 13, 2013 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - 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): June 13, 2013 COMVERSE, INC. (Exact name of registrant as specified in its charter) Delaware 001-35572 04-3398741 (State or other jurisdiction (Commission (IRS Employer of incorporati

June 13, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2013 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMVERSE, INC. (Exact name of regist

May 28, 2013 DEF 14A

- DEF 14A

Table of Contents 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. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14

May 21, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 16, 2013 COMVERSE, INC. (Exact name of registrant as specified in its charter) Delaware 001-35572 04-3398741 (State or other jurisdiction of incorporation) (Commission File Number

May 16, 2013 EX-10.15

WAIVER AND RELEASE AGREEMENT

Exhibit 10.15 October 3, 2012 By Electronic Mail Dear Gani, We are pleased to extend an offer to you (the ?Executive?) to join Comverse, Inc. pursuant to the terms of this Employment Letter (this ?Letter?). WHEREAS, the Company desires that Executive become employed by, and Executive desires to be employed by, the Company effective as of December 3, 2012 (the ?Effective Date?). NOW, THEREFORE, in

May 16, 2013 EX-10.7

Comverse, Inc. 2012 Stock Incentive Compensation Plan RESTRICTED STOCK UNIT AWARD AGREEMENT

EX-10.7 3 cnsi-1312013xexhibit107.htm RSU AWARD AGREEMENT2 Exhibit 10.7 Executive Version Comverse, Inc. 2012 Stock Incentive Compensation Plan RESTRICTED STOCK UNIT AWARD AGREEMENT THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Award Agreement”) is made effective from and after the date of grant as specified in the Electronic Grant Acceptance Web Page (the “Date of Grant”) by and between Comve

May 16, 2013 EX-10.6

Comverse, Inc. 2012 Stock Incentive Compensation Plan RESTRICTED STOCK UNIT AWARD AGREEMENT

Exhibit 10.6 Employee Version Comverse, Inc. 2012 Stock Incentive Compensation Plan RESTRICTED STOCK UNIT AWARD AGREEMENT THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this ?Award Agreement?) is made effective from and after the date of grant as specified in the Electronic Grant Acceptance Web Page (the ?Date of Grant?) by and between Comverse, Inc., a Delaware corporation (with any successor, the ?

May 16, 2013 EX-10.22

Comverse, Inc. 2012 Stock Incentive Compensation Plan NONQUALIFIED STOCK OPTION AWARD AGREEMENT

EX-10.22 7 cnsi-1312013xexhibit1022.htm NONQUALIFIED STOCK OPTION AWARD AGREEMENT 3 Exhibit 10.22 Employee Replacement Option Grant Comverse, Inc. 2012 Stock Incentive Compensation Plan NONQUALIFIED STOCK OPTION AWARD AGREEMENT THIS NONQUALIFIED STOCK OPTION AWARD AGREEMENT (this “Award Agreement”) is made effective from and after the date of grant as specified in the Electronic Grant Acceptance W

May 16, 2013 EX-21.1

SUBSIDIARIES OF COMVERSE, INC. SUBSIDIARY JURISDICTION OF INCORPORATION Amarex Technology, Inc. Delaware Boston Technology International, Inc. Delaware Boston Technology Mexico, Inc. Delaware Comverpor Sistemas De Telecomunicacoes, LDA Portugal Comve

Exhibit 21.1 SUBSIDIARIES OF COMVERSE, INC. SUBSIDIARY JURISDICTION OF INCORPORATION Amarex Technology, Inc. Delaware Boston Technology International, Inc. Delaware Boston Technology Mexico, Inc. Delaware Comverpor Sistemas De Telecomunicacoes, LDA Portugal Comverse (NZ) Limited New Zealand Comverse Albania Holdings, Inc. Delaware Comverse Argentina, S.A. Argentina Comverse Australasia Pty Ltd. Au

May 16, 2013 EX-10.8

Comverse, Inc. 2012 Stock Incentive Compensation Plan NONQUALIFIED STOCK OPTION AWARD AGREEMENT

Exhibit 10.8 Employee Version Comverse, Inc. 2012 Stock Incentive Compensation Plan NONQUALIFIED STOCK OPTION AWARD AGREEMENT THIS NONQUALIFIED STOCK OPTION AWARD AGREEMENT (this ?Award Agreement?) is made effective from and after the date of grant as specified in the Electronic Grant Acceptance Web Page (the ?Date of Grant?) by and between Comverse, Inc., a Delaware corporation (with any successo

May 16, 2013 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 31, 2013 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-3557

May 16, 2013 EX-10.9

Comverse, Inc. 2012 Stock Incentive Compensation Plan NONQUALIFIED STOCK OPTION AWARD AGREEMENT

21.Exhibit 10.9 Executive Version Comverse, Inc. 2012 Stock Incentive Compensation Plan NONQUALIFIED STOCK OPTION AWARD AGREEMENT THIS NONQUALIFIED STOCK OPTION AWARD AGREEMENT (this “Award Agreement”) is made effective from and after the date of grant as specified in the Electronic Grant Acceptance Web Page (the “Date of Grant”) by and between Comverse, Inc., a Delaware corporation (with any succ

May 1, 2013 EX-99.1

Comverse Announces Preliminary Fourth Quarter and Full Fiscal 2012 Results; Conference Call to Discuss Selected Financial Information to be Held Today at 8:00 AM EDT

Exhibit 99.1 CONTACT: Paul D. Baker Comverse, Inc. (212) 739-1060 Comverse Announces Preliminary Fourth Quarter and Full Fiscal 2012 Results; Conference Call to Discuss Selected Financial Information to be Held Today at 8:00 AM EDT WAKEFIELD, Mass., May 1, 2013 - Comverse, Inc. (“Comverse”; NASDAQ: CNSI) today announced its preliminary results for the fourth quarter ("Q4") and fiscal year ended Ja

May 1, 2013 NT 10-K

- FORM 12B-25 FOR FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number: 001-35572 CUSIP Number: 20585P NOTIFICATION OF LATE FILING (Check One): |X| Form 10-K || Form 20-F || Form 11-K || Form 10-Q || Form 10-D || Form N-SAR || Form N-CSR For Period Ended: January 31, 2013 || Transition Report on Form 10-K || Transition Report on Form 20-F || Transition Report on Form 1

May 1, 2013 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events, Shareholder Director Nominations

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): April 29, 2013 COMVERSE, INC. (Exact name of registrant as specified in its charter) Delaware 001-35572 04-3398741 (State or other jurisdiction (Commission (IRS Employer of incorporat

February 14, 2013 SC 13G

MESG / Xura, Inc. / WELLINGTON MANAGEMENT GROUP LLP - DISCLOSURE DOCUMENT Passive Investment

SC 13G 1 secfiling.htm DISCLOSURE DOCUMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Comverse, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 20585P105 (CUSIP Number) December 31, 2012 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designat

February 12, 2013 SC 13G

MESG / Xura, Inc. / VANGUARD GROUP INC Passive Investment

comverseinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 0 )* Name of issuer: Comverse Inc Title of Class of Securities: Common Stock CUSIP Number: 20585P105 Date of Event Which Requires Filing of this Statement: December 31, 2012 Check the appropriate box to designat

January 3, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 mm01-03138k.htm FORM 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): January 2, 2013 COMVERSE, INC. (Exact name of registrant as specified in its charter) Delaware 001-35572 04-3398741 (State or other jurisdiction (Commis

December 14, 2012 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): December 14, 2012 COMVERSE, INC. (Exact name of registrant as specified in its charter) Delaware 001-35572 04-3398741 (State or other jurisdiction (Commission (IRS Employer of incorpo

December 14, 2012 EX-99.1

Comverse Announces Fiscal 2012 Third Quarter Results

Exhibit 99.1 CONTACT: Paul D. Baker Comverse, Inc. (212) 739-1060 Comverse Announces Fiscal 2012 Third Quarter Results WAKEFIELD, Mass., December 14, 2012 - Comverse, Inc. (“Comverse”; Nasdaq: CNSI) today announced its results for the three months ended October 31, 2012 and filed its Quarterly Report on Form 10-Q for the third quarter. The information presented in this press release supplements th

December 14, 2012 EX-10.10

OFFICER INDEMNIFICATION AGREEMENT

OFFICER INDEMNIFICATION AGREEMENT This Officer Indemnification Agreement, dated as of , 2012 (this "Agreement"), is made by and between Comverse, Inc.

December 14, 2012 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2012 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMVERSE, INC. (Exact name of regi

December 11, 2012 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): December 11, 2012 COMVERSE, INC. (Exact name of registrant as specified in its charter) NEW YORK 001-35572 04-3398741 (State or other jurisdiction (Commission (IRS Employer of incorpo

December 11, 2012 8-K/A

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 11, 2012 COMVERSE, INC. (Exact name of registrant as specified in its charter) DELAWARE 001-35572 04-3398741 (State or other jurisdiction (Commission (IRS

December 11, 2012 EX-99.1

Comverse Announces Preliminary Fiscal 2012 Third Quarter Results; Conference Call to Discuss Selected Financial Information to be Held Today at 8:00 AM

CONTACT: Paul D. Baker Comverse , Inc. (212) 739-1060 Comverse Announces Preliminary Fiscal 2012 Third Quarter Results; Conference Call to Discuss Selected Financial Information to be Held Today at 8:00 AM WAKEFIELD, MA, December 11, 2012 - Comverse, Inc. (“Comverse”; Nasdaq: CNSI) today announced preliminary results for the three months ended October 31, 2012. Comverse expects to file its full re

December 11, 2012 EX-99.1

Comverse Announces Fiscal 2012 Third Quarter Results; Conference Call to Discuss Selected Financial Information to be Held Today at 8:00 AM

CONTACT: Paul D. Baker Comverse , Inc. (212) 739-1060 Comverse Announces Fiscal 2012 Third Quarter Results; Conference Call to Discuss Selected Financial Information to be Held Today at 8:00 AM WAKEFIELD, MA, December 11, 2012 - Comverse, Inc. (“Comverse”; Nasdaq: CNSI) today announced its results for the three months ended October 31, 2012. Consolidated Highlights: Below is selected consolidated

November 2, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events - FORM 8-K

Form 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): October 30, 2012 COMVERSE, INC. (Exact name of registrant as specified in its charter) Delaware 001-35572 04-3398741 (State or other jurisdiction of incorporation) (Commissio

November 2, 2012 EX-10.2

TRANSITION SERVICES AGREEMENT BY AND BETWEEN COMVERSE TECHNOLOGY, INC. COMVERSE, INC. DATED AS OF OCTOBER 31, 2012 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.1 General 1 Section 1.2 Reference; Interpretation 4 ARTICLE II PROVISION OF SERV

Exhibit 10.2 TRANSITION SERVICES AGREEMENT BY AND BETWEEN COMVERSE TECHNOLOGY, INC. AND COMVERSE, INC. DATED AS OF OCTOBER 31, 2012 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.1 General 1 Section 1.2 Reference; Interpretation 4 ARTICLE II PROVISION OF SERVICES Section 2.1 Provision of Services 4 Section 2.2 Provision of CTI-Provided Services 5 Section 2.3 Use of Services and CTI-Provide

November 2, 2012 EX-10.4

EMPLOYEE MATTERS AGREEMENT

EX-10.4 6 d432331dex104.htm EMPLOYEE MATTERS AGREEMENT Exhibit 10.4 EMPLOYEE MATTERS AGREEMENT This Employee Matters Agreement (this “Agreement”), dated as of October 31, 2012, with effect as of the Effective Time by and between Comverse Technology, Inc., a New York corporation (“CTI”), and Comverse, Inc., a Delaware corporation (“Comverse,” and together with CTI, the “Parties”). WHEREAS, contempo

November 2, 2012 EX-10.3

Tax Disaffiliation Agreement, dated as of October 31, 2012, by and between Comverse Technology, Inc. and Comverse, Inc.

Exhibit 10.3 TAX DISAFFILIATION AGREEMENT BY AND BETWEEN COMVERSE TECHNOLOGY, INC. AND COMVERSE, INC. DATED AS OF OCTOBER 31, 2012 TAX DISAFFILIATION AGREEMENT This Tax Disaffiliation Agreement (this “Agreement”), is dated as of October 31, 2012, by and between Comverse Technology, Inc., a New York corporation (“CTI”), and Comverse, Inc., a Delaware corporation and a wholly-owned subsidiary of CTI

November 2, 2012 EX-10.8

Comverse, Inc. 2012 Stock Incentive Compensation Plan NONQUALIFIED STOCK OPTION AWARD AGREEMENT

EX-10.8 9 d432331dex108.htm FORM OF NONQUALIFIED STOCK OPTION AWARD Exhibit 10.8 Comverse, Inc. 2012 Stock Incentive Compensation Plan NONQUALIFIED STOCK OPTION AWARD AGREEMENT THIS NONQUALIFIED STOCK OPTION AWARD AGREEMENT (this “Award Agreement”) is made effective from and after the date of grant as specified in the Electronic Grant Acceptance Web Page (the “Date of Grant”) by and between Comver

November 2, 2012 EX-10.6

COMVERSE, INC. 2012 STOCK INCENTIVE COMPENSATION PLAN DEFERRED STOCK AWARD AGREEMENT

Form of Deferred Stock Unit Award Exhibit 10.6 COMVERSE, INC. 2012 STOCK INCENTIVE COMPENSATION PLAN DEFERRED STOCK AWARD AGREEMENT THIS DEFERRED STOCK UNIT AWARD AGREEMENT (this “Award Agreement”) is made effective from and after the date of grant as specified in the Electronic Grant Acceptance Web Page (the “Date of Grant”) by and between Comverse, Inc., a Delaware corporation (with any successo

November 2, 2012 EX-10.7

Comverse, Inc. 2012 Stock Incentive Compensation Plan RESTRICTED STOCK UNIT AWARD AGREEMENT

Form of Restricted Stock Unit Award Exhibit 10.7 Comverse, Inc. 2012 Stock Incentive Compensation Plan RESTRICTED STOCK UNIT AWARD AGREEMENT THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Award Agreement”) is made effective from and after the date of grant as specified in the Electronic Grant Acceptance Web Page (the “Date of Grant”) by and between Comverse, Inc., a Delaware corporation (with a

November 2, 2012 EX-10.1

Distribution Agreement, dated as of October 31, 2012, by and between Comverse Technology, Inc. and Comverse, Inc.

Distribution Agreement Exhibit 10.1 DISTRIBUTION AGREEMENT BY AND BETWEEN COMVERSE TECHNOLOGY, INC., AND COMVERSE, INC. DATED AS OF OCTOBER 31, 2012 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.1 General 1 Section 1.2 Reference; Interpretation 8 ARTICLE II DISTRIBUTION AND CERTAIN COVENANTS Section 2.1 Distribution 9 Section 2.2 CTI Determinations 9 Section 2.3 Charter; Bylaws 9 Section

November 2, 2012 EX-3.1

COMVERSE, INC. TABLE OF CONTENTS Page ARTICLE I – STOCKHOLDERS 4 Section 1. Annual Meeting 4 Section 2. Special Meetings 7 Section 3. Notice of Meetings 7 Section 4. Quorum 8 Section 5. Organization 8 Section 6. Conduct of Business 9 Section 7. Proxi

Bylaws of Comverse, Inc Exhibit 3.1 COMVERSE, INC. BYLAWS TABLE OF CONTENTS Page ARTICLE I – STOCKHOLDERS 4 Section 1. Annual Meeting 4 Section 2. Special Meetings 7 Section 3. Notice of Meetings 7 Section 4. Quorum 8 Section 5. Organization 8 Section 6. Conduct of Business 9 Section 7. Proxies and Voting 9 Section 8. Stock List 9 ARTICLE II – BOARD OF DIRECTORS 10 Section 1. Number, Election and

November 2, 2012 EX-99.1

Comverse, Inc. Begins Trading on NASDAQ as an Independent Public Company, Symbol “CNSI“

Press Release EXHIBIT 99.1 Comverse, Inc. Begins Trading on NASDAQ as an Independent Public Company, Symbol “CNSI“ WAKEFIELD, Mass., Nov. 1, 2012 (GLOBE NEWSWIRE) — Comverse, Inc. (Nasdaq: CNSI), the global leader in business enablement through BSS, mobile Internet, value-added and managed services, today announced successful completion of its spin-off and share distribution, finalizing the transi

October 26, 2012 EX-3.1

CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION COMVERSE, INC.

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF COMVERSE, INC. THE UNDERSIGNED, being an authorized officer of Comverse, Inc. (the “Corporation”), hereby certifies that: FIRST: The name of the Corporation is Comverse, Inc. SECOND: The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on November 19, 1

October 26, 2012 S-8

- FORM S-8

S-8 1 d427386ds8.htm FORM S-8 As filed with the Securities and Exchange Commission on October 26, 2012 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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

October 26, 2012 EX-3.2

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION COMVERSE, INC.

EX-3.2 3 d430487dex32.htm AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF COMVERSE, INC. Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF COMVERSE, INC. Comverse, Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: The name of the corporation is Comverse, Inc. and the name under which the corporation was originally i

October 26, 2012 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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): October 25, 2012 COMVERSE, INC. (Exact name of registrant as specified in its charter) Delaware 001-35572 04-3398741 (State or other jurisdiction of incorporation) (Commission File Nu

October 19, 2012 8-K

Completion of Acquisition or Disposition of Assets - FORM 8-K

Form 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): October 19, 2012 COMVERSE, INC. (Exact name of registrant as specified in its charter) Delaware 001-35572 04-3398741 (State or other jurisdiction (Commission (IRS Employer of

October 17, 2012 8-K

Regulation FD Disclosure

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): October 17, 2012 COMVERSE, INC. (Exact name of registrant as specified in its charter) Delaware 001-35572 04-3398741 (State or other jurisdiction (Commission (IRS Employer of incorpor

October 12, 2012 8-K

Financial Statements and Exhibits, Other Events - FORM 8-K

Form 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): October 12, 2012 COMVERSE, INC. (Exact name of registrant as specified in its charter) Delaware 001-35572 04-3398741 (State or other jurisdiction of incorporation) (Commissio

October 12, 2012 EX-99.1

Comverse, Inc. Spin-Off and Share Distribution Expected on October 31, 2012 Spin-Off Receives Comverse Technology, Inc. Shareholder Approval

Press Release, issued October 12, 2012 Exhibit 99.1 Comverse, Inc. Spin-Off and Share Distribution Expected on October 31, 2012 Spin-Off Receives Comverse Technology, Inc. Shareholder Approval Wakefield, Mass., October 12, 2012 — Comverse, Inc. (“CNS”), a subsidiary of Comverse Technology, Inc. (“CTI”), (NASDAQ: CMVT) announced today that its Form 10 registration statement for its planned spin-off

October 10, 2012 10-12B/A

- AMENDMENT NO. 5 TO FORM 10

Amendment No. 5 to Form 10 As filed with the Securities and Exchange Commission on October 10, 2012 File No. 001-35572 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Amendment No. 5 to FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 COMVERSE, INC. (Exact Name of Registrant as Specified in its Charter

October 10, 2012 EX-99.1

PRELIMINARY INFORMATION STATEMENT SUBJECT TO COMPLETION, DATED OCTOBER 10, 2012 COMVERSE, INC. Common Stock

Preliminary Information Statement Table of Contents EXHIBIT 99.1 Information included herein is subject to completion or amendment. A Registration Statement on Form 10 relating to these securities has been filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended. PRELIMINARY INFORMATION STATEMENT SUBJECT TO COMPLETION, DATED OCTOBER 10, 2012 COMVERSE,

October 10, 2012 CORRESP

-

Comverse, Inc. 810 Seventh Avenue New York, New York 10019 October 10, 2012 Via EDGAR and Facsimile Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attention: Mark P. Shuman Re: Request for Acceleration of Effectiveness Comverse, Inc. Registration Statement on Form 10 (No. 001-35572) (the “Registration Statement”) Ladies and Gentlemen: Com

September 20, 2012 EX-4.1

Additional abbreviations may also be used though not in the above list.

Specimen Certificate for Common Stock of Comverse, Inc S H A R E S C COMVERSE, INC.

September 20, 2012 EX-10.37

[Remainder of page intentionally left blank]

EX-10.37 4 d352389dex1037.htm CAPITAL CONTRIBUTION LETTER AGREEMENT - COMVERSE, INC. Exhibit 10.37 September 19, 2012 Comverse, Inc. 810 Seventh Avenue New York, New York 10019 Re: Capital Contribution of Shares Ladies and Gentlemen: Comverse Technology, Inc., a New York corporation (“CTI”), is the owner of 100 shares of Common Stock of Comverse Holdings, Inc., a Delaware corporation (“CHI”), $0.0

September 20, 2012 10-12B/A

- AMENDMENT NO. 4 TO FORM 10

As filed with the Securities and Exchange Commission on September 19, 2012 File No.

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