-----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, IaFTqoY+KXom3Jmvofggr8GpfyIVNxRJva12TX6CJVUjQDiSUXiAxDjB1eE4s8B+ xMJq8cBXHYD0AO9bXoOtZg== 0000891618-97-002984.txt : 19970724 0000891618-97-002984.hdr.sgml : 19970724 ACCESSION NUMBER: 0000891618-97-002984 CONFORMED SUBMISSION TYPE: 8-A12G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970723 SROS: NASD FILER: 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: 8-A12G/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-16588 FILM NUMBER: 97644139 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 8-A12G/A 1 AMENDMENT NO. 3 TO FORM 8-A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A Amendment No. 3 For Registration of Certain Classes of Securities Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 OCTEL COMMUNICATIONS CORPORATION - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 77-0029449 ----------------------- ------------------- (State of incorporation (I.R.S. Employer or organization Identification No.) 1001 Murphy Ranch Road, Milpitas, CA 95035 - -------------------------------------------------------------------------------- (Address of principal executive offices) If this Form relates to the registration of a class of debt securities and is effective upon filing pursuant to General Instruction A.(c)(1), please check the following box. [ ] If this Form relates to the registration of a class of debt securities and is to become effective simultaneously with the effectiveness of a concurrent registration statement under the Securities Act of 1933 pursuant to General Instruction A.(c)(2), please check the following box. [ ] Securities to be registered pursuant to Section 12(b) of the Act: TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED ------------------- ------------------------------ None None Securities to be registered pursuant to Section 12(g) of the Act: PREFERRED SHARE PURCHASE RIGHTS ----------------------------------------------------------------------- (Title of class) ----------------------------------------------------------------------- (Title of class) 2 Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED. On August 1, 1990, Octel Communications Corporation (the "Company") filed a Registration Statement on Form 8-A (the "Registration Statement") with the Securities Exchange Commission (the "Commission") in order to register common share purchase rights issuable in accordance with the terms of the Common Shares Rights Agreement (the "Original Rights Agreement") between the Company and Bank of America NT & SA, as rights agent. On August 30, 1996, the Company filed an amendment to the Registration Statement with the Commission to reflect the fact that the Company and The First National Bank of Boston, as successor rights agent, entered into the Amended and Restated Common Shares Rights Agreement, which supersedes the Original Rights Agreement as originally executed. On May 13, 1997, the Company and The First National Bank of Boston, as successor rights agent, entered into the Second Amended and Restated Rights Agreement (the "Prior Rights Agreement"), which supersedes the Amended and Restated Common Shares Rights Agreement as originally executed. On July 17, 1997, the Company and the First National Bank of Boston, as successor rights agent, entered into the Third Amendment to Rights Agreement (the "Amendment"), which amends the Prior Rights Agreement as originally executed. The Prior Rights Agreement, as amended by the Amendment, is referred to herein as the "Amended Rights Agreement." The Amended Rights Agreement is substantially the same as the Prior Rights Agreement as originally executed, with the following principal exceptions: ACQUIRING PERSON The Amended Rights Agreement provides that none of Lucent Technologies Inc. ("Parent"), Memo Acquisition Corp. ("Sub"), or any of their respective subsidiaries, Affiliates or Associates is an Acquiring Person pursuant to the Amended Rights Agreement solely by virtue of the execution of the Agreement and Plan of Merger dated July 17, 1997 among Parent, Sub, and the Company (the "Merger Agreement"), commencement and consummation of the Offer (as defined in the Merger Agreement), the acquisition of Shares (as defined in the Merger Agreement) by Sub pursuant to the Offer and the consummation of the Merger (as defined in the Merger Agreement). DISTRIBUTION DATE The Amended Rights Agreement provides that a Distribution Date shall not occur solely by reason of the Offer, the execution of the Merger Agreement, the acquisition of the Shares by Sub pursuant to the Offer or the consummation of the Merger. SHARES ACQUISITION DATE The Amended Rights Agreement provides that a Shares Acquisition Date shall not occur solely by reason of the Offer, the execution of the Merger Agreement, the acquisition of the Shares by Sub pursuant to the Offer or the consummation of the Merger. FINAL EXPIRATION DATE The Amended Rights Agreement provides that the Final Expiration Date is the earlier of immediately prior to the Effective Time (as defined in the Merger Agreement) or the close of business on May 13, 2007. -2- 3 In all other material respects, the disclosure concerning the Rights and the Rights Agreement as set forth in the Registration Statement is unchanged. The summary of the Amended Rights Agreement contained herein or in the Registration Statement as originally filed is qualified in its entirety by reference to the Amended Rights Agreement. Item 2. EXHIBITS. 1. Third Amendment to Rights Agreement, dated as of July 17, 1997 between Octel Communications Corporation and The First National Bank of Boston. -3- 4 Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934 the Registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. Date: July 23, 1997 OCTEL COMMUNICATIONS CORPORATION /s/ Derek S. Daley By:_______________________________ Title: Vice President, General Counsel and Secretary -4- 5 EXHIBIT INDEX Exhibit No. Exhibit ------- --------------------------------------------------- 1 Third Amendment to Rights Agreement, dated as of July 17, 1997 between Octel Communications Corporation and The First National Bank of Boston. -5- EX-1 2 THIRD AMENDMENT TO RIGHTS AGREEMENT 1 EXHIBIT 1 THIRD AMENDMENT TO RIGHTS AGREEMENT This Amendment dated July 17, 1997 ("Amendment") to the Second Amended and Restated Rights Agreement ("Agreement"), dated as of May 13, 1997, is between Octel Communications Corporation, a Delaware corporation (the "Company"), and The First National Bank of Boston, a national banking association (the "Rights Agent"). Pursuant to Section 27 of the Agreement, this Amendment is being executed by the Company and the Rights Agent for the purpose of amending the Agreement as set forth below: The Agreement is hereby amended as follows: 1. Section 1(a) shall be amended by inserting the following at the end of Section 1(a): "Notwithstanding the foregoing or any provision to the contrary in this Agreement, none of Lucent Technologies Inc. ("Parent"), Memo Acquisition Corp. ("Sub"), or any of their respective subsidiaries, Affiliates or Associates is an Acquiring Person pursuant to this Agreement solely by virtue of the execution of the Agreement and Plan of Merger of even date herewith among Parent, Sub and the Company (the "Merger Agreement"),commencement and consummation of the Offer (as defined in the Merger Agreement), the acquisition of Shares (as defined in the Merger Agreement) by Sub pursuant to the Offer and the consummation of the Merger (as defined in the Merger Agreement)." 2. Section 1(h) shall be amended by inserting the following at the end of Section 1(h): "Notwithstanding the foregoing or any provision to the contrary in this Agreement, a Distribution Date shall not occur solely by reason of the Offer, the execution of the Merger Agreement, the acquisition of the Shares by Sub pursuant to the Offer or the consummation of the Merger." 3. Section 1(m) shall be amended by inserting the following at the end of Section 1(m): "Notwithstanding the foregoing or any provision to the contrary in this Agreement, a Shares Acquisition Date shall not occur solely by reason of the Offer, the execution of the Merger Agreement, the acquisition of the Shares by Sub pursuant to the Offer or the consummation of the Merger." 4. Clause (i) of Section 7(a) shall be amended and restated in its entirety to read as follows: 2 "(i) the earlier of (A) immediately prior to the Effective Time (as defined in the Merger Agreement) or (B) the close of business on May 13, 2007 (the 'Final Expiration Date')" 5. This Amendment shall be deemed to be entered into under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State. 6. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. -2- 3 7. As amended hereby, the Agreement shall remain in full force and effect. OCTEL COMMUNICATIONS CORPORATION /s/ Robert Cohn By:_________________________________ Robert Cohn Chairman and Chief Executive Officer /s/ Derek S. Daley Attest:__________________________ Derek S. Daley Secretary THE FIRST NATIONAL BANK OF BOSTON, AS RIGHTS AGENT /s/ Geoffrey D. Anderson By:_________________________________ Signature of Authorized Signatory -3- -----END PRIVACY-ENHANCED MESSAGE-----