-----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, B+0Q4JWsQAD7uJ7nx/332vk3FZs3xMlRQDXaLHdkH4j6M4bCuXIj09XqTz6veSut BWmGR+Qfww08d3+UTa1xzA== 0000891618-96-000601.txt : 19960523 0000891618-96-000601.hdr.sgml : 19960523 ACCESSION NUMBER: 0000891618-96-000601 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960522 EFFECTIVENESS DATE: 19960610 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTIGRAM COMMUNICATIONS CORP CENTRAL INDEX KEY: 0000877908 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 942418021 STATE OF INCORPORATION: DE FISCAL YEAR END: 1028 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-04215 FILM NUMBER: 96570748 BUSINESS ADDRESS: STREET 1: 91 EAST TASMAN DR CITY: SAN JOSE STATE: CA ZIP: 95134 BUSINESS PHONE: 4089440250 MAIL ADDRESS: STREET 1: 91 E TASMAN DR CITY: SAN JOSE STATE: CA ZIP: 95134 S-8 1 FORM S-8 1 As filed with the Securities and Exchange Commission on May 22, 1996. Registration No. 333- --- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CENTIGRAM COMMUNICATIONS CORPORATION (Exact name of issuer as specified in its charter) DELAWARE 94-2418021 (State or other jurisdiction (I.R.S. Employer of incorporation or Identification No.) organization) 91 East Tasman Drive San Jose, CA 95134 (Address of principal executive offices) 1995 NONSTATUTORY STOCK OPTION PLAN (Full title of the plan) ANTHONY R. MULLER Senior Vice President, Operations and Administration and Chief Financial Officer CENTIGRAM COMMUNICATIONS CORPORATION 91 East Tasman Drive San Jose, CA 95134 (408) 944-0250 (Name, address and telephone number of agent for service) Copy to: Steven E. Bochner, Esq. WILSON, SONSINI, GOODRICH & ROSATI Professional Corporation 650 Page Mill Road Palo Alto, California 94304-1050 2 CALCULATION OF REGISTRATION FEE
================================================================================ Proposed Proposed Title of Maximum Maximum Securities Amount Offering Aggregate Amount of to be to be Price Per Offering Registration Registered Registered Share (1) Price(1) Fee ================================================================================ Common Stock, 250,000 $17.50 $4,375,000 $1,509 $0.001 par value, ------ ---------- ------ issuable pursuant to the 1995 Nonstatutory Stock Option Plan
- -------------------------------------------------------------------------------- (1) Estimated in accordance with Rule 457(h)(1) and 457(c) solely for the purpose of computing the amount of the registration fee based on the prices of the Company's Common Stock as reported on the NASDAQ National Market System on May 20, 1996. ================================================================================ 3 The Company hereby incorporates by reference in this Registration Statement the contents of the Company's earlier Registration Statement on Form S-8 (File No. 33-98484). The following additional Exhibits are hereby enclosed for filing: Exhibit Number 5.1 Opinion of counsel as to legality of securities being registered. 23.1 Consent of Independent Auditors. 23.2 Consent of Counsel (contained in Exhibit 5.1). 24.1 Power of Attorney (see page II-3). II-1 4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California, on this 20th day of May 1996. CENTIGRAM COMMUNICATIONS CORPORATION By /s/ Anthony R. Muller ----------------------------------------- Anthony R. Muller, Senior Vice President, Operations and Administration and Chief Financial Officer II-2 5 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints George H. Sollman and Anthony R. Muller, jointly and severally, his attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to sign any amendments to this Registration Statement on Form S-8, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /S/ George H. Sollman Chief Executive Officer, President May 20, 1996 - ------------------------------------ and Director (principal executive George H. Sollman officer) /S/ Anthony R. Muller Senior Vice President, Operations May 20, 1996 - ------------------------------------ and Administration and Chief Anthony R. Muller Financial Officer (principal financial officer) /S/ Thomas E. Brunton Controller (principal accounting May 20, 1996 - ------------------------------------ officer) Thomas E. Brunton /S/ James F. Gibbons Director May 20, 1996 - ------------------------------------ James F. Gibbons /S/ James H. Boyle Director May 20, 1996 - ------------------------------------ James H. Boyle /S/ J. Michael Jarvis Director May 20, 1996 - ------------------------------------ J. Michael Jarvis /S/ Dean O. Morton Director May 20, 1996 - ------------------------------------ Dean O. Morton
II-3 6 EXHIBIT INDEX Sequentially Exhibit Numbered Number Page 5.1 Opinion of counsel as to legality of securities being registered. 23.1 Consent of Independent Auditors. 23.2 Consent of Counsel (contained in Exhibit 5.1) 24.1 Power of Attorney (see page II-3 of Registration Statement) EX-5.1 2 OPINION OF COUNSEL 1 EXHIBIT 5.1 May 20, 1996 Centigram Communications Corporation 91 East Tasman Drive San Jose, CA 95134 RE: REGISTRATION STATEMENT ON FORM S-8 Ladies and Gentlemen: We have examined the Registration Statement on Form S-8 to be filed by you with the Securities and Exchange Commission on or about May 20, 1996 (the "Registration Statement"), in connection with the registration under the Securities Act of 1933, as amended, of an additional 250,000 shares of your Common Stock reserved for issuance under the 1995 Nonstatutory Stock Option Plan (the "Plan"). As your legal counsel, we have examined the proceedings taken and are familiar with the proceedings proposed to be taken by you in connection with the sale and issuance of such Common Stock under the Plan. It is our opinion that, when issued and sold in the manner referred to in the Plan and pursuant to the agreements which accompany the Plan, the Common Stock issued and sold thereby will be legally and validly issued, fully paid and non-assessable. We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to the use of our name wherever appearing in the Registration Statement, including any Prospectus constituting a part thereof, and any amendments thereto. Very truly yours, WILSON, SONSINI, GOODRICH & ROSATI Professional Corporation EX-23.1 3 CONSENT OF ERNST & YOUNG LLP 1 EXHIBIT 23.1 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 1995 Non Statutory Stock Option Plan of Centigram Communications Corporation of our reports dated November 22, 1995, except for the first paragraph of "Litigation" and the note "Subsequent Events" as to which the date is December 21, 1995 with respect to the consolidated financial statements of Centigram Communications Corporation incorporated by reference in its Annual Report (Form 10-K) for the year ended October 28, 1995 and the related financial statement schedule included therein, filed with the Securities and Exchange Commission. ERNST & YOUNG LLP San Jose, California May 20, 1996 -----END PRIVACY-ENHANCED MESSAGE-----