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NEW YORK (AP) – The former general counsel of leading voicemail software maker Comverse Technology Inc. pleaded guilty Thursday to a scheme to pocket millions of dollars by backdating stock options.

William F. Sorin told a federal judge in Brooklyn that he conspired with chief executive Jacob “Kobi” Alexander to backdate the options and falsify financial statements to conceal the fraud from shareholders. He portrayed Alexander, who fled the country, as a mastermind who led him astray.

“I knew that what he was doing was wrong and did not challenge his conduct,” Sorin said. “I deeply regret my conduct. Because of the respect I felt for Mr. Alexander, I did the wrong thing.”

Sorin, 57, who faces up to five years in prison at his sentencing on Feb. 9, and former finance chief David Kreinberg surrendered in August while Alexander became the target of an international manhunt.

Before he disappeared, Alexander, 54, an Israeli citizen and a U.S. permanent resident, allegedly transferred $57 million to Israel. He was found last month in the Republic of Namibia, where he was briefly detained before being freed on bail pending a ruling on an extradition request by U.S. authorities.

In a sworn statement filed in Namibia, Alexander said he had been living openly with family in the desert country since July. After transferring $16 million from Israel to Namibian banks, he bought a $500,000 home and began investing in local business ventures, he said.

Prosecutors allege Alexander, Kreinberg and Sorin made stock options more lucrative by backdating their exercise price to a low point in the stock’s value. Usually, a stock option’s exercise price coincides with the market value at the time of a grant to give the recipient an incentive to drive the price higher.

From 1991 through 2005, Alexander exercised options and sold stock worth about $150 million, making a profit of $138 million, according to the criminal complaint. Of that, $6.4 million was generated by backdating options, it said.

Prosecutors said Sorin and Kreinberg earned about $1 million each on backdated options.

In addition, the company awarded thousands of stock options to fictional employees, then transferred the awards to a secret slush fund under the name I.M. Fanton, which stood for phantom, court papers said. The scheme allowed Alexander to award those options to favored employees and to himself without the board of directors’ approval, the papers added.

Last month, Kreinberg, 41, pleaded guilty to conspiracy and securities fraud. He faces up to 15 years in prison at sentencing on Feb. 23.

AP-ES-11-02-06 1554EST

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