-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ODDPfvMgdHpNYet3FP5sjG7czikHh4+/X0ZFXRWZZ4CPu2Iklcv8M/NUw9YczAhX 0EG1zRtPLoT0wdn2we33yg== 0000891618-97-003816.txt : 19970927 0000891618-97-003816.hdr.sgml : 19970927 ACCESSION NUMBER: 0000891618-97-003816 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970919 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OCTEL COMMUNICATIONS CORP CENTRAL INDEX KEY: 0000792723 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 770029449 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 14D9/A SEC ACT: SEC FILE NUMBER: 005-39732 FILM NUMBER: 97682821 BUSINESS ADDRESS: STREET 1: 1001 MURPHY RANCH RD CITY: MILPITAS STATE: CA ZIP: 95035 BUSINESS PHONE: 4083212000 MAIL ADDRESS: STREET 1: 1001 MURPHY RANCH RD CITY: MILPITAS STATE: CA ZIP: 95035-7912 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OCTEL COMMUNICATIONS CORP CENTRAL INDEX KEY: 0000792723 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 770029449 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 14D9/A BUSINESS ADDRESS: STREET 1: 1001 MURPHY RANCH RD CITY: MILPITAS STATE: CA ZIP: 95035 BUSINESS PHONE: 4083212000 MAIL ADDRESS: STREET 1: 1001 MURPHY RANCH RD CITY: MILPITAS STATE: CA ZIP: 95035-7912 SC 14D9/A 1 AMENDMENT NO. 5 TO SCHEDULE 14D-9 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ AMENDMENT NO. 5 TO SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 ------------------------ OCTEL COMMUNICATIONS CORPORATION (NAME OF SUBJECT COMPANY) ------------------------ OCTEL COMMUNICATIONS CORPORATION (NAME OF PERSON FILING STATEMENT) ------------------------ COMMON STOCK, $0.001 PAR VALUE (INCLUDING THE ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS) (TITLE OF CLASS OF SECURITIES) ------------------------ 675724108 (CUSIP NUMBER OF CLASS OF SECURITIES) ------------------------ ROBERT COHN CHAIRMAN AND CHIEF EXECUTIVE OFFICER OCTEL COMMUNICATIONS CORPORATION 1001 MURPHY RANCH ROAD MILPITAS, CA 95035-7912 (408) 321-2000 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSON FILING STATEMENT) ------------------------ Copies to: LARRY W. SONSINI, ESQ. BARRY E. TAYLOR, ESQ. MARTY KORMAN, ESQ. MARK E. BONHAM, ESQ. WILSON SONSINI GOODRICH & ROSATI 650 PAGE MILL ROAD PALO ALTO, CALIFORNIA 94304 (650) 493-9300 ================================================================================ 2 INTRODUCTION This Amendment No. 5 supplements the Solicitation/Recommendation Statement on Schedule 14D-9 filed by Octel Communications Corporation (the "Company") with the Securities and Exchange Commission on July 23, 1997 (the "Schedule 14D-9") relating to an offer by Memo Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Lucent Technologies Inc., a Delaware corporation ("Parent"), to purchase all of the Shares of Octel Communications Corporation, a Delaware corporation. Unless otherwise indicated, all capitalized terms referred to herein shall have the same meaning as set forth in the Schedule 14D-9. ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED. On August 8, 1997, the Company and Parent issued a joint press release, a copy of which is attached hereto as Exhibit (a)(5), announcing the receipt of a second request for information from the Antitrust Division of the Department of Justice. On August 28, 1997, the Company and Parent issued a joint press release, a copy of which is attached hereto as Exhibit (a)(6), announcing the extension of the Offer until 5:00 p.m., Eastern time, Friday, September 12, 1997. On September 11, 1997, the Company and Parent issued a joint press release, a copy of which is attached hereto as Exhibit (a)(7), announcing the extension of the Offer until 5:00 p.m., Eastern time, Friday, September 19, 1997. On September 18, 1997, the Company and Parent issued a joint press release, a copy of which is attached hereto as Exhibit (a)(8), announcing the extension of the Offer until 5:00 p.m., Eastern time, Friday, September 26, 1997. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS. (a)(1)* Press release issued by the Company and Parent on July 17, 1997. (a)(2)* Opinion of Goldman Sachs dated July 17, 1997. (a)(3)* Opinion of H&Q dated July 17, 1997. (a)(4)* Letter to Stockholders dated July 23, 1997 from Robert Cohn, Chairman of the Board of Directors and Chief Executive Officer of the Company. (a)(5)* Press release issued by the Company and Parent on August 8, 1997. (a)(6)* Press release issued by the Company and Parent on August 28, 1997. (a)(7)* Press release issued by the Company and Parent on September 11, 1997. (a)(8) Press release issued by the Company and Parent on September 18, 1997. (c)(1)* Agreement and Plan of Merger, dated as of July 17, 1997, among Parent, the Purchaser and the Company. (c)(2)* Form of Indemnification Agreement. (c)(3)* Certificate of Incorporation of the Company, as amended to date. (c)(4)* Bylaws of the Company. (c)(5)* Employment Agreement dated as March 1, 1997 by and between the Company and David J. Ladd. (c)(6)* The Company's Information Statement pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 thereunder.
- --------------- * Previously filed. 1 3 After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and accurate. OCTEL COMMUNICATIONS CORPORATION By: /s/ DEREK S. DALEY ------------------------------------ Derek S. Daley Vice President, General Counsel and Secretary Dated: September 18, 1997 2 EX-99.A.8 2 PRESS RELEASE ISSUED SEPTEMBER 18, 1997 1 EXHIBIT (a)(8) Dan Coulter -- Lucent Technologies 908-582-7635 (office) 908-582-0297 (home) Greg Klaben -- Octel Communications Corporation 408-324-6571 (office) 408-255-2126 (home) LUCENT TECHNOLOGIES EXTENDS TENDER OFFER FOR OCTEL STOCK TO SEPTEMBER 26 FOR RELEASE: Thursday, September 18, 1997 MURRAY HILL, NJ -- Lucent Technologies and Octel Communications Corporation today announced that Lucent's tender offer for all outstanding shares of Octel's common stock has been extended until 5:00 p.m. Eastern time, Friday, September 26, 1997. According to the two companies, the offer is being extended because they are continuing to respond to requests for information from the Antitrust Division of the U.S. Department of Justice. The companies said they continued to be confident that Lucent's acquisition of Octel will be completed and noted that the tender offer would be extended again, if appropriate. Lucent's tender offer was scheduled to expire at 5:00 p.m. Eastern time, Friday, September 19, 1997. The depositary for the offer, The Bank of New York, has advised Lucent that 31,937,365 shares have been tendered as of the close of business on Thursday, September 18, 1997. -----END PRIVACY-ENHANCED MESSAGE-----