EXHIBIT 10.2
COMVERSE TECHNOLOGY, INC.
000 XXXXXXXXX XXXX XXXXX
XXXXXXXX, XX 00000
April 26, 1999
VIA FACSIMILE
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MCI WORLDCOM, Inc.
0000 Xxxxxxxxxxxx Xxxxxx, X.X.
Xxxxxxxxxx, XX 00000
Attention: Mr. Xxxxxxx Xxxxxx
Dear Xx. Xxxxxx:
REGISTRATION AGREEMENT
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On December 19, 1997, Amarex Technology, Inc ("Amarex") granted to MCI
Telecommunications Corporation, a wholly owned subsidiary of MCI WORLDCOM, Inc.
("MCI"), two warrants to purchase shares of Amarex's capital stock (the
"Warrants"). Upon consummation of a merger on February 26, 1999, Amarex became a
wholly owned subsidiary of Comverse Technology, Inc. ("Comverse") and Comverse
assumed Amarex's obligations under the Warrants. Currently, the Warrants are
exercisable for an aggregate of 46,825 shares of common stock, par value $.10
per share, of Comverse, as adjusted to reflect a three-for-two-stock split of
the Comverse shares effected on April 15, 1999.
This letter will confirm our agreement (this "Agreement") pursuant to
which Comverse will include in the registration statement on Form S-3, a draft
of which is attached hereto (the "Registration Statement"), and in the
prospectus included therein (such prospectus, together with any amendment or
supplement thereto and all documents incorporated by reference therein, the
"Prospectus"), to be filed by Comverse with the Securities and Exchange
Commission (the "SEC") for the purpose of registering for resale, the 46,825
Comverse shares issuable to MCI upon the exercise of the Warrants (the "MCI
Shares" and, together with any other Comverse shares registered under the
Registration Statement, the "Registered Securities"). In consideration of
Comverse registering the MCI Shares, MCI and Comverse agree as follows:
1. No later than Tuesday, April 27, 1999, MCI shall advise Comverse in writing
of (i) the number of Comverse shares beneficially owned by MCI (as defined in
Appendix A annexed hereto) other than the MCI Shares and (ii) any comments MCI
may have on the draft Registration Statement or the Prospectus. MCI shall
furnish to Comverse such additional information regarding MCI and the
distribution of the MCI Shares as Comverse may from time to time reasonably
require for inclusion in the Registration Statement or the Prospectus, failing
which the MCI Shares may be excluded from the Registration Statement. MCI shall
notify Comverse in writing of any information required to be disclosed in the
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Registration Statement or the Prospectus in order to make the information
previously furnished by MCI to Comverse not misleading including, without
limitation, any change in the number of Comverse shares beneficially owned by
MCI. MCI agrees to indemnify Comverse to the fullest extent permitted under
applicable law if Comverse suffers any loss in connection with the information
furnished in writing hereunder or required to be furnished hereunder by MCI.
Comverse agrees to indemnify MCI to the fullest extent permitted under
applicable law if MCI or MCI WorldCom suffers any loss in connection with the
information contained in the Registration Statement or Prospectus other than
with respect to information furnished hereunder in writing by MCI or required to
be furnished hereunder by MCI to Comverse.
2. Comverse will notify MCI when the Registration Statement is declared
effective. Comverse will furnish to MCI (i) one copy of the Registration
Statement, any post-effective amendment thereto and all documents incorporated
therein by reference, and (ii) as many copies of the Prospectus (including each
preliminary prospectus) as MCI may reasonably request.
3. Comverse may, upon written notice to MCI, suspend MCI's use of the Prospectus
for a reasonable period not to exceed sixty (60) days if Comverse believes it
may possess material non-public information the disclosure of which in its
reasonable judgement would have a material adverse effect on Comverse and its
subsidiaries taken as a whole. MCI shall hold any communication by Comverse to
MCI pursuant to this Paragraph 3 in strictest confidence.
4. Comverse will promptly notify MCI in writing if : (i) the SEC requests
amendments or supplements to the Registration Statement or the Prospectus, or
requests additional information; (ii) a stop order suspending the effectiveness
of the Registration Statement is issued, or there is a refusal, suspension of
qualification of registration of the Registered Securities, or there is an
initiation of any proceedings for that purpose; (iii) Comverse receives any
notification with respect to the suspension of qualification or exemption from
qualification of any of the Registered Securities for sales in any jurisdiction,
or the initiation or threatening of any proceedings for that purpose; or (iv)
there has been any event that makes any material statement made in the
Registration Statement or the Prospectus untrue or that requires the making of
any changes in the Registration Statement or the Prospectus in order to make the
statements therein, in light of the circumstances under which they were made,
not misleading in any material respect. If MCI receives any such notice from
Comverse, MCI will discontinue offering the MCI Shares until it is advised in
writing by Comverse that the use of the Prospectus may be resumed and, if
applicable, MCI has received copies of the supplemented or amended Registration
Statement or Prospectus or any additional or supplemental filings that are
incorporated by reference in the Prospectus.
5. Comverse will pay its internal expenses, the expense of any annual audit and
the fees and expenses of any person retained by it in connection with the
preparation of the Registration Statement. MCI will pay all fees and
disbursements of its internal and external counsel, if any, and all fees,
commissions and discounts with respect to the sale of any MCI Shares and any
transfer taxes incurred in respect of such sale.
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6. If requested by the managing underwriter of an underwritten registration of
Comverse's securities under the Securities Act of 1933, as amended (the
"Securities Act") for sale to the public (an "Offering"), MCI will not effect
any public sale or distribution of securities of the same class (or securities
exchangeable or exercisable for or convertible into securities of the same
class) as the securities included in the Offering (including, but not limited
to, a sale pursuant to Rule 144 of the Securities Act) during the 10-day period
prior to and the 90-day period (or shorter period requested by the underwriter)
beginning the effective date of, such Offering.
This Agreement shall governed by and construed in accordance with the
laws of the State of New York, without giving effect to the principles of
conflicts of law thereunder. This Agreement may not be amended, waived or
terminated, except upon the execution and delivery of a written agreement
executed by Comverse and MCI. This Agreement constitutes the entire agreement
between the parties hereto pertaining to its subject matter, and supersedes and
replaces all prior agreements and understandings of the parties in connection
with such subject matter. MCI may not assign any of its rights or obligations
hereunder by operation of law or otherwise without the prior written consent of
Comverse. This Agreement shall not be enforceable by any person not a party
hereto. If any provision of this Agreement is held to be invalid, illegal or
unenforceable, such invalidity, illegality or unenforceability will not affect
any other provision or portion thereof. The failure of any party hereto to
exercise any right or remedy available hereunder or at law or in equity shall
not constitute a waiver by such party of its right to exercise any such right or
remedy.
All notices and other communications hereunder shall be given in
writing and delivered personally, by registered or certified mail (postage
prepaid, return receipt requested), by overnight courier (postage prepaid) or
facsimile transmission, to (i) Comverse at the address set forth above
(facsimile 516-677-7355), Attention: Xxxxxxx X. Xxxxx, Secretary, (ii) MCI at
the address set forth above (facsimile 202-887-2128), Attention: Xxxxxxx Xxxxxx.
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If you are in agreement with the foregoing, please sign and return a
copy of this letter to Comverse, whereupon this letter will become a binding
agreement between us.
Yours very truly,
COMVERSE TECHNOLOGY INC.
By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
Secretary
ACCEPTED AND AGREED
to this 27th day of April, 1999
MCI WORLDCOM
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Director
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