-----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, Cs5JX4dv6ExFwbmdZ7+w8n9/7ZRwxfrbWr48aW3mzAhxGy0GOyF+ad7fv9nbwz/6 vR/QGtMyyRqJEAPsZNRiQQ== 0000950005-97-000094.txt : 19970225 0000950005-97-000094.hdr.sgml : 19970225 ACCESSION NUMBER: 0000950005-97-000094 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970204 EFFECTIVENESS DATE: 19970204 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: 333-21051 FILM NUMBER: 97517335 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 REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on February 4, 1997. 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) ----------------- 1997 STOCK PLAN 1995 NONSTATUTORY STOCK OPTION PLAN 1991 EMPLOYEE STOCK PURCHASE PLAN (Full title of the plans) ----------------- George H. Sollman Chief Executive Officer, President and Director 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 ======================================================================================================================= 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, 375,000 $12.125 $4,546,875 $1,377.84 $0.001 par value, issuable pursuant to the 1997 Stock Plan Common Stock, 377,000 $12.125 $4,571,125 $1,385.19 $0.001 par value, issuable pursuant to the 1995 Nonstatutory Stock Option Plan Common Stock, 100,000 $12.125 $1,212,500 $367.42 $0.001 par value, issuable pursuant to the 1991 Employee Stock Purchase Plan Common Stock, 852,000 $12.125 $10,330,500 $3,130.45 $0.001 par value, TOTAL - ----------------------------------------------------------------------------------------------------------------------- (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 January 29, 1997. =======================================================================================================================
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents and information previously filed with the Securities and Exchange Commission (the "Commission") are hereby incorporated by reference in this Registration Statement: (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended November 2, 1996, as it may be amended from time to time. (b) The description of the Registrant's Common Stock contained in the Registration Statement on Form S-1 (File No. 33-42039) as declared effective by the Commission on October 10, 1991, and any further amendment or report filed hereafter for the purpose of updating such description. All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the filing of this Registration Statement, and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in the Registration Statement and to be part hereof from the date of filing of such documents. Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. Not applicable. Item 6. Indemnification of Directors and Officers. Section 145 of the Delaware General Corporation Law authorizes a court to award, or a corporation's Board of Directors to grant, indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act. The Registrant's Certificate of Incorporation and Bylaws provide that the Registrant shall indemnify its directors and officers to the fullest extent permitted by Delaware law, including circumstances in which indemnification is otherwise discretionary under Delaware law. The Registrant currently carries indemnity insurance pursuant to which its directors and officers are insured under certain circumstances against certain liabilities or losses, including liabilities under the Securities Act. The Registrant has entered into indemnity agreements with certain directors and executive officers. These agreements, among other things, indemnify the directors and executive officers for certain expenses (including attorneys' fees), judgments, fines, and settlement payments incurred by such persons in any action, including any action by or in the right of the Registrant, in connection with the good faith performance of their duties as a director or officer. The indemnification agreements also provide for the advance payment by the Registrant of defense expenses incurred by the director or officer; however, the affected director or officer must undertake to repay such amounts advanced if it is ultimately determined that such director or officer is not entitled to be indemnified. II-1 Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. Exhibit Number Description ------- ----------- 5.1 Opinion of Wilson, Sonsini, Goodrich & Rosati, P.C. with respect to the securities being registered. 10.1(1) 1997 Stock Plan. 10.2(2) 1995 Nonstatutory Stock Option Plan. 10.3(3) 1991 Employee Stock Purchase Plan. 23.1 Consent of Independent Auditors. 23.2 Consent of Counsel (contained in Exhibit 5.1). 24.1 Power of Attorney (see page II-5). (1) Incorporated by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended November 2, 1996. (2) Incorporated by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended October 28, 1995. (3) Incorporated by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended October 1, 1994. Item 9. Undertakings. (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be an initial bona fide offering thereof. (c) The undersigned registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated II-2 by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information. (d) Insofar, as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the Delaware General Corporation Law, the Certificate of Incorporation of the Registrant, the Bylaws of the Registrant, Indemnification Agreements entered into between the Registrant and it officers and directors, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by the controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of the such issue. II-3 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 31st day of January, 1997. CENTIGRAM COMMUNICATIONS CORPORATION By /s/ George H. Sollman ----------------------------------------------- George H. Sollman, Chief Executive Officer, President and Director II-4 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints George H. Sollman his attorney-in-fact, 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 said attorney-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 January 31, 1997 - ---------------------------- and Director (principal executive George H. Sollman officer) Senior Vice President and Chief Financial Officer (principal financial /s/ Dennis P. Wolf officer) January 31, 1997 - ---------------------------- Dennis P. Wolf /s/ Thomas E. Brunton Vice President and Controller January 31, 1997 - ---------------------------- (principal accounting officer) Thomas E. Brunton /s/ James F. Gibbons Director January 31, 1997 - ---------------------------- James F. Gibbons /s/ James H. Boyle Director January 31, 1997 - ---------------------------- James H. Boyle /s/ J. Michael Jarvis Director January 31, 1997 - ---------------------------- J. Michael Jarvis /s/ Dean O. Morton Director January 31, 1997 - ---------------------------- Dean O. Morton
II-5 EX-5.1 2 OPINION OF WILSON, SONSINI, GOODRICH & ROSATI Exhibit 5.1 January 31, 1997 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 February 3, 1997 (the "Registration Statement"), in connection with the registration under the Securities Act of 1933, as amended, of an additional 377,000 shares of your Common Stock, par value $0.001 ("Common Stock") reserved for issuance under your 1995 Nonstatutory Stock Option Plan (the "1995 Plan"), of an additional 100,000 shares of your Common Stock reserved for issuance under your 1991 Employee Stock Purchase Plan (the "1991 Plan"), and of 375,000 shares of your Common Stock reserved for issuance under your 1997 Stock Plan (the "1997 Plan" and together with the 1995 Plan and the 1991 Plan, the "Plans"). 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 Plans. It is our opinion that, when issued and sold in the manner referred to in the Plans and pursuant to the agreements which accompany the Plans, 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 /s/ Wilson Sonsini Goodrich & Rosati EX-23.1 3 CONSENT OF ERNST & YOUNG LLP 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 1991 Employee Stock Purchase Plan, 1995 Nonstatutory Stock Option Plan and 1997 Stock Plan of Centigram Communications Corporation of our report dated November 26, 1996, except for the second paragraph of "Commitments and Contingencies" and the note "Subsequent Events" as to which the date is December 20, 1996, with respect to the consolidated financial statements and schedule of Centigram Communications Corporation included in its Annual Report (Form 10-K) for the year ended November 2, 1996 filed with the Securities and Exchange Commission. ERNST & YOUNG LLP /s/ ERNST & YOUNG LLP San Jose, California January 31, 1997 -----END PRIVACY-ENHANCED MESSAGE-----