<PAGE>
As filed with the Securities and Exchange Commission on May 30, 1997
Registration No. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
ULTRADATA CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 94-2746681
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
5000 FRANKLIN DRIVE
PLEASANTON, CALIFORNIA 94588-3354
(Address of Principal Executive Offices)
NON-PLAN OPTION
(Full Title of the Plan)
PHILIP RANGER
CHIEF FINANCIAL OFFICER
ULTRADATA CORPORATION
5020 FRANKLIN DRIVE
PLEASANTON,CALIFORNIA 94588-3354
(510) 463-8356
(Name, Address and Telephone Number, Including Area Code, of Agent For Service)
COPIES TO:
Robert B. Dellenbach, Esq.
Tram T. Phi
Fenwick & West LLP
Two Palo Alto Square
Palo Alto, California 94306
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===========================================================================================================
Amount Proposed Proposed Amount of
to be Maximum Offering Maximum Aggregate Registration
Title of Securities to be Registered Registered Price Per Share Offering Price Fee
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.001 par value 600,000(1) $3.50 $2,100,000.00 $636.36
- -----------------------------------------------------------------------------------------------------------
</TABLE>
(1) Shares subject to outstanding options as of May 30, 1997 under the Non-Plan
Option.
This Registration Statement, including exhibits, consists of 14 sequentially
numbered pages.
The Index to Exhibits appears on sequentially numbered page 7.
<PAGE>
ULTRADATA CORPORATION
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
- ------ ---------------------------------------
The following document filed with the Securities and Exchange
Commission (the "Commission") is incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996 filed on May 7, 1997 pursuant to Section
13(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), which Annual Report contains audited financial
statements for the fiscal year ended December 31, 1996.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")
since the end of the fiscal year covered by the prospectus
referred to in (a) above.
(c) The description of the Registrant's Common Stock contained in the
Registrant's registration statement filed under Section 12 of the
Exchange Act, including any amendment or report filed for the
purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-
effective amendment which indicates that all securities registered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed incorporated by reference herein and to be a part hereof from the date of
the 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.
- ------ -----------------------------------------
As permitted by Section 145 of the Delaware General Corporation Law,
the Bylaws of the Registrant provide that (i) the Registrant is required to
indemnify its directors and executive officers to the fullest extent permitted
by the Delaware General Corporation Law, (ii) the Registrant may, in its
discretion, indemnify other officers, employees and agents as set forth in the
Delaware General Corporation Law, (iii) to the fullest extent permitted by the
Delaware General Corporation Law, the Registrant is required to advance all
expenses incurred by its directors and executive officers in connection with a
legal proceeding (subject to certain exceptions), (iv) the rights conferred in
the Bylaws are not exclusive, (v) the Registrant is authorized to enter into
indemnification agreements with its directors, officers, employees and
2
<PAGE>
agents and (vi) the Registrant may not retroactively amend the Bylaws provisions
relating to indemnity.
The Registrant has entered into Indemnity Agreements with each of its
current directors and executive officers to give such directors and officers
additional contractual assurances regarding the scope of the indemnification set
forth in the Registrant's Bylaws and to provide additional procedural
protections. At present, there is no pending litigation or proceeding involving
a director, officer or employee of the Registrant regarding which
indemnification is sought, nor is the Registrant aware of any threatened
litigation that may result in claims for indemnification.
As permitted by Section 145 of the Delaware General Corporation Law,
the Registrant's Certificate of Incorporation includes a provision that
eliminates the personal liability of any director for monetary damages for
breach of fiduciary duty as a director except for liability (i) for any breach
of the director's duty of loyalty to the corporation or its stockholders, (ii)
for acts or omissions not in good faith or that involve intentional misconduct
or a knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law or (iv) for any transaction from which the director derived an
improper personal benefit.
The Registrant, with the approval of the Board of Directors, has
obtained directors' and officers' liability insurance with a per claim and
annual aggregate coverage limit of $2,000,000.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
- ------ -----------------------------------
Not applicable.
ITEM 8. EXHIBITS.
- ------ --------
4.01 Registrant's Certificate of Incorporation (incorporated herein
by reference to Exhibit 3.01 of the Registrant's Registration
Statement on Form S-1 (No. 33-80807) originally filed with the
Commission on December 22, 1995.
4.02 Registrant's Bylaws (incorporated herein by reference to Exhibit
3.02 of the Form S-1).
4.03 Nonqualified Stock Option Agreement between Registrant and
Robert J. Majteles and related documents.
4.04 Form of specimen certificate for Registrant's Common Stock
(incorporated herein by reference to Exhibit 4.01 of the Form
S-1).
5.01 Opinion of Fenwick & West LLP.
23.01 Consent of Fenwick & West LLP (included in Exhibit 5.01).
3
<PAGE>
23.02 Consent of KPMG Peat Marwick LLP, Independent Auditors.
24.01 Power of Attorney (see page 6).
ITEM 9. UNDERTAKINGS.
- ------ ------------
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:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement;
(iii) 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.
Provided, however, that paragraphs (1)(i) and (1)(ii) above do not
-------- -------
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference 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 that 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.
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 the initial bona
----
fide offering thereof.
- ----
4
<PAGE>
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 provisions discussed in Item 6 hereof, or
otherwise, the Registrant has been advised that in the opinion of the 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 hereby, the Registrant will, unless in the opinion of its counsel the
matter has been settled by 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 such issue.
5
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints Robert J. Majteles and Philip Ranger, and each of
them, his or her true and lawful attorneys-in-fact and agents with full power of
substitution, for him or her and in his or her name, place and stead, in any and
all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement on Form S-8, and to file the same
with all exhibits thereto and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or his or her or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
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 Pleasanton, State of California, on this 30th day of
May, 1997.
ULTRADATA CORPORATION
By: /s/ Robert J. Majteles
----------------------
Robert J. Majteles, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- ----------------------------- ----------------------------- -----------------
<S> <C> <C>
PRINCIPAL EXECUTIVE OFFICER:
/s/ Robert J. Majteles President, Chief Executive May 30, 1997
- ----------------------------- Officer and Director
Robert J. Majteles
PRINCIPAL FINANCIAL OFFICER AND PRINCIPAL ACCOUNTING OFFICER:
/s/ Philip Ranger Secretary and Chief May 30, 1997
- ----------------------------- Financial Officer
Philip Ranger
ADDITIONAL DIRECTORS:
/s/ Nigel P. Gallop Chairman and Director May 30, 1997
- -----------------------------
Nigel P. Gallop
/s/ Lawrence M. Howell Director May 30, 1997
- -----------------------------
Lawrence M. Howell
/s/ M. Mel Stuckey Director May 30, 1997
- -----------------------------
M. Mel Stuckey
/s/ John F. Carlson
- ----------------------------- May 30, 1997
John F. Carlson
</TABLE>
6
<PAGE>
EXHIBIT INDEX
-------------
Exhibit No. Description
- ---------- -----------
4.01 Registrant's Certificate of Incorporation as amended (incorporated
herein by reference to Exhibit 3.01 of the Registrant's Registration
Statement on Form S-1 (No. 33-80807) originally filed with the
Commission on December 22, 1995, as subsequently amended (the
"Form S-1")).
4.02 Registrant's Bylaws (incorporated herein by reference to Exhibit 3.02
of the Form S-1).
4.03 Nonqualified Stock Option Agreement between Registrant and Robert J.
Majteles and related documents.
4.04 Form of specimen certificate for Registrant's Common Stock
(incorporated herein by reference to Exhibit 4.01 of the Form S-1).
5.01 Opinion of Fenwick & West LLP.
23.01 Consent of Fenwick & West LLP (included in Exhibit 5.01).
23.02 Consent of KPMG Peat Marwick, LLP, Independent Auditors.
24.01 Power of Attorney (see page 6).
<PAGE>
EXHIBIT 4.03
------------
ULTRADATA CORPORATION
NONQUALIFIED STOCK OPTION GRANT
Optionee: Robert J. Majteles
Address:
Number of Option Shares: 600,000
Exercise Price Per Share: $3.50
Date of Grant: October 17, 1996
Expiration Date: October 17, 2001
1. Grant of Option.
---------------
(a) Ultradata Corporation, a Delaware corporation (the "Company"),
-------
hereby grants to the optionee named above ("Optionee") a nonqualified option
--------
(this "Option") to purchase the total number of shares of common stock of the
-------
Company set forth above (the "Shares") at the exercise price per share set
------
forth above (the "Exercise Price"), subject to all of the terms and conditions
--------------
of this Grant.
(b) Adjustment of Shares. In the event that the number of outstanding
--------------------
shares of the Company's Common Stock is changed by a stock dividend,
recapitalization, stock split, reverse stock split, subdivision, combination,
reclassification or similar change in the capital structure of the Company
without consideration, then (i) the Exercise Price and (ii) the number of Shares
subject to this Option shall be proportionately adjusted, subject to any
required action by the Board or the shareholders of the Company and compliance
with applicable securities laws; provided, however, that fractions of a Share
-------- -------
shall not be issued but shall either be paid in cash at Fair Market Value or
shall be rounded up to the nearest Share, as determined by the Committee.
2. Exercise Period of Option. Provided Optionee continues to provide
-------------------------
services to the Company or any Subsidiary or Parent of the Company, the Option
will become vested and exercisable as to portions of the Shares as follows: (a)
this Option shall not vest nor be exercisable with respect to any of the Shares
until October 17, 1997 (the "First Vesting Date"); (b) on the First Vesting Date
------------------
the Option will become vested and exercisable as to twenty-five percent (25%) of
the Shares; and (c) thereafter at the end of each full succeeding month the
Option will become vested and exercisable as to two and one tenth percent (2.1%)
of the Shares. If application of the vesting percentage causes a fractional
share, such share shall be rounded up to the nearest whole share.
Notwithstanding the foregoing, immediately prior to the closing of a Corporate
Transaction (as defined below), the exerciseability of this Option will be
automatically accelerated so that the Option will, immediately prior to the
closing date for the Corporate
<PAGE>
Transaction, become fully exerciseable with respect to the total number of
Shares issuable upon exercise hereof and may be exercised prior to the closing
of such Corporate Transaction for all or any portion of such Shares. For
purposes hereof, a "Corporate Transaction" is defined as (i) a merger or
acquisition in which the Company is not the surviving entity (except for a
merger of the Company into a wholly-owned subsidiary, and except for a
transaction the purpose of which is to change the State in which the Company is
incorporated), (ii) the sale, transfer or other disposition of all or
substantially all of the assets of the Company or (iii) any other corporate
reorganization or business combination, and in which the beneficial ownership of
50% or more of the Company's outstanding voting stock is transferred.
3. Restrictions on Exercise. Exercise of this Option is subject to the
------------------------
following limitations:
(a) This Option may not be exercised unless such exercise is in
compliance with the Securities Act of 1933, as amended (the "1933 Act"), and
--------
all applicable state securities laws, as they are in effect on the date of
exercise.
(b) This Option may not be exercised as to fewer than 100 Shares
unless it is exercised as to all Shares as to which this Option is then
exercisable.
4. Termination of Option.
---------------------
(a) Termination for Any Reason Except Death or Disability. If
-----------------------------------------------------
Optionee is Terminated for any reason, except death or Disability, the Option,
to the extent (and only to the extent) that it would have been exercisable by
Optionee on the date of Termination, may be exercised by Optionee no later than
three (3) months after the date of Termination, but in any event no later than
the Expiration Date.
(b) Termination Because of Death or Disability. If Optionee is
------------------------------------------
Terminated because of death or Disability of Optionee, the Option, to the extent
that it is exercisable by Optionee on the date of Termination, may be exercised
by Optionee (or Optionee's legal representative) no later than twelve (12)
months after the date of Termination, but in any event no later than the
Expiration Date.
(c) No Obligation to Employ. Nothing in this Agreement shall confer
-----------------------
on Optionee any right to continue in the employ of, or other relationship with,
the Company or any Parent, Subsidiary or Affiliate of the Company, or limit in
any way the right of the Company or any Parent, Subsidiary or Affiliate of the
Company to terminate Optionee's employment or other relationship at any time,
with or without cause.
5. Manner of Exercise
------------------
(a) This Option shall be exercisable by delivery to the Company of an
executed written Nonqualified Stock Option Exercise Notice and Agreement
("Notice and Agreement") in the form attached hereto as Exhibit A, or in such
- ---------------------- ---------
other form as may be approved by the Company, which shall set forth Optionee's
election to exercise this Option, the number of Shares being purchased, any
restrictions imposed on the Shares and such other
-2-
<PAGE>
representations and agreements regarding Optionee's investment intent and access
to information as may be required by the Company to comply with applicable
securities laws.
(b) The Notice and Agreement shall be accompanied by full payment of
the Exercise Price for the Shares being purchased in cash (by check), or where
permitted by law:
(i) by cancellation of indebtedness of the Company to the Optionee;
(ii) at the discretion of the Committee, by surrender of shares of
the Company's Common Stock that either: (1) have been owned by Optionee for more
than six (6) months and have been paid for within the meaning of SEC Rule 144;
or (2) were obtained by Optionee in the open public market; and (3) are clear of
all liens, claims, encumbrances or security interests;
(iii) by waiver of compensation due or accrued to Optionee for
services rendered;
(iv) provided that a public market for the Company's stock exists,
(1) through a "same day sale" commitment from Optionee and a broker-dealer that
is a member of the National Association of Securities Dealers (an "NASD Dealer")
-----------
whereby Optionee irrevocably elects to exercise the Option and to sell a portion
of the Shares so purchased to pay for the exercise price and whereby the NASD
Dealer irrevocably commits upon receipt of such Shares to forward the exercise
price directly to the Company, or (2) through a "margin" commitment from
--
Optionee and an NASD Dealer whereby Optionee irrevocably elects to exercise the
Option and to pledge the Shares so purchased to the NASD Dealer in a margin
account as security for a loan from the NASD Dealer in the amount of the
exercise price, and whereby the NASD Dealer irrevocably commits upon receipt of
such Shares to forward the exercise price directly to the Company; or
(v) by any combination of the foregoing.
(c) Prior to the issuance of the Shares upon exercise of this Option,
Optionee must pay or make adequate provision for any applicable federal or state
withholding obligations of the Company.
(d) Provided that the Notice and Agreement and payment are in form and
substance satisfactory to counsel for the Company, the Company shall issue the
Shares registered in the name of Optionee or Optionee's legal representative.
6. Compliance with Laws and Regulations. The issuance and transfer of
------------------------------------
Shares shall be subject to compliance by the Company and the Optionee with all
applicable requirements of federal and state securities laws and with all
applicable requirements of any stock exchange on which the Company's common
stock may be listed at the time of such issuance or transfer. Optionee
understands that the Company is under no obligation to register or qualify the
Shares with the SEC, any state securities commission or any stock exchange to
effect such compliance.
-3-
<PAGE>
7. Nontransferability of Option. This Option may not be transferred in
----------------------------
any manner other than by will or by the laws of descent and distribution and may
be exercised during the lifetime of the Optionee only by the Optionee. The
terms of this Option shall be binding upon the executors, administrators,
successors and assigns of the Optionee.
8. Tax Consequences. Optionee represents that Optionee has consulted any
----------------
tax consultant(s) Optionee deems advisable in connection with the purchase of
the Shares.
9. Privileges of Stock Ownership. Optionee shall not have any of the
-----------------------------
rights of a stockholder with respect to any Shares subject to this Option until
the Option has been validly exercised. No adjustment shall be made for
dividends or distribution or other rights for which the record date is prior to
the date of exercise, except as provided in this Grant.
10. Adjustment of Option Shares. In the event that the number of
---------------------------
outstanding shares of common stock of the Company is changed by a stock
dividend, stock split, reverse stock split, combination, reclassification or
similar change in the capital structure of the Company without consideration,
the number of Shares subject to this Option and the exercise price per share of
this Option shall be proportionately adjusted, subject to any required action by
the Board of Directors or stockholders of the Company and compliance with
applicable securities laws; provided, however, that no certificate or scrip
-------- --------
representing fractional shares shall be issued upon exercise of any Option and
any resulting fractions of a Share shall be ignored.
11. Entire Agreement. The Notice and Agreement is incorporated herein by
----------------
reference. This Grant, the Notice and Agreement and the Employment Agreement
constitute the entire agreement of the parties and supersede all prior
undertakings and agreements with respect to the subject matter hereof.
12. Notices. Any notice required to be given or delivered to the Company
-------
under the terms of this Agreement shall be in writing and addressed to the
Corporate Secretary of the Company at its principal corporate offices. Any
notice required to be given or delivered to Optionee shall be in writing and
addressed to Optionee at the address indicated above or to such other address as
such party may designate in writing from time to time to the Company. All
notices shall be deemed to have been given or delivered upon: personal
delivery; three (3) days after deposit in the United States mail by certified or
registered mail (return receipt requested); one (1) business day after deposit
with any return receipt express courier (prepaid); or one (1) business day after
transmission by rapifax or telecopier.
13. Successors and Assigns. The Company may assign any of its rights
----------------------
under this Agreement. This Agreement shall be binding upon and inure to the
benefit of the successors and assigns of the Company. Subject to the
restrictions or transfer set forth herein, this Agreement shall be binding upon
Optionee and Optionee's heirs, executors, administrators, legal representatives,
successors and assigns.
14. Governing Law. This Agreement shall be governed by and construed in
-------------
accordance with the laws of the State of California as such laws are applied to
agreements between California residents entered into and to be performed
entirely within California.
-4-
<PAGE>
15. Acceptance. Optionee hereby acknowledges receipt of a copy of this
----------
Agreement. Optionee has read and understands the terms and provisions thereof,
and accepts the Option subject to all the terms and conditions of this
Agreement. Optionee acknowledges that there may be adverse tax consequences
upon exercise of the Option or disposition of the Shares and that Optionee
should consult a tax adviser prior to such exercise or disposition.
16. Definitions.
-----------
IN WITNESS WHEREOF, the Company, by its duly authorized representative, and
the Optionee have executed this Agreement as of the Date of Grant set forth
above.
ULTRADATA CORPORATION
By:
-------------------------------------------
Name:
-----------------------------------------
Title:
----------------------------------------
----------------------------------------------
Robert J. Majteles
SPOUSE CONSENT
The undersigned spouse of the Optionee designated above agrees to the terms and
conditions of this Option and the attached Notice and Agreement.
----------------------------------------------
Name:
-----------------------------------------
-5-
<PAGE>
EXHIBIT 5.01
[LETTERHEAD OF FENWICK & WEST LLP]
May 30, 1997
Ultradata Corporation
5000 Franklin Drive
Pleasanton, CA 94588
Gentlemen/Ladies:
At your request, we have examined the Registration Statement on Form S-8
(the "Registration Statement") to be filed by you with the Securities and
----------------------
Exchange Commission on or about May 30, 1997 in connection with the registration
under the Securities Act of 1933, as amended, of 600,000 shares of your Common
Stock (the "Stock") subject to issuance by you upon the exercise of that certain
-----
nonqualified stock option granted to Robert J. Majteles, President and Chief
Executive Officer of ULTRADATA Corporation, dated October 17, 1996 (the
"Non-Plan Option"). As your counsel, we have examined the proceedings with
---------------
respect to the grant of the Non-Plan Option.
It is our opinion that the 600,000 shares of Stock that may be issued and
sold by you upon the exercise of the Non-Plan Option, when issued and sold in
the manner referred to in the Non-Plan Option, and the Prospectus associated
with the Non-Plan Option, will be legally issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to all references to us, if any, in the
Registration Statement and any amendments thereto.
Very truly yours,
/s/ FENWICK & WEST LLP
FENWICK & WEST LLP
<PAGE>
EXHIBIT 23.02
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
The Board of Directors
ULTRADATA Corporation:
We consent to incorporation by reference in the registration statement dated
May 30, 1997 on Form S-8 of ULTRADATA Corporation of our report dated March 11,
1997, except as to Note 5, which is as of May 6, 1997, relating to the balance
sheets of ULTRADATA Corporation as of December 31, 1996 and 1995, and the
related statements of operations, stockholders' equity, and cash flows for
each of the years in the three-year period ended December 31, 1996, and the
related schedule, which report appears in the December 31, 1996, annual report
on Form 10-K of ULTRADATA Corporation.
/s/ KPMG Peat Marwick LLP
San Jose, California
May 30, 1997
