SCHEDULE 13D
Amendment No. 0
Geotel Communication Corporation
Common Stock
Cusip # 373656107
Cusip # 373656107
Item 1: Reporting Person - Fidelity Investors Management
Corp.
Item 4: PF
Item 6: Commonwealth of Massachusetts
Item 7: 1,150,884
Item 8: None
Item 9: 1,150,884
Item 10: None
Item 11: 1,150,884
Item 13: 8.86%
Item 14: HC
PREAMBLE
The filing of this Schedule 13D is not, and should
not be deemed to be, an admission that such Schedule 13D is
required to be filed. See the discussion under Item 2.
Item 1. Security and Issuer.
This statement relates to shares of the Common Stock,
$0.01 par value (the "Shares") of Geotel Communications
Corporation, a Delaware corporation (the "Company"). The
principal executive offices of the Company are located at 25
Porter Road, Littleton, MA 01460.
Item 2 Identity and Background.
This statement is being filed by Fidelity Investors
Limited Partnership ("FILP") and Fidelity Investors
Management Corp. ("FIMC"). FILP is a Delaware limited
partnership organized for the purpose of making venture
capital investments. FIMC, a Delaware corporation, is the
general partner of FILP and its investment manager and is
registered under Section 203 of the Investment Advisors Act
of 1940. The principal offices of FILP and FIMC are located
at 82 Devonshire Street, Boston, Massachusetts, 02109. The
name, residence or business address, principal occupation or
employment and citizenship of each of the executive officers
and directors of FIMC are set forth on Schedule A hereto.
Members of the Edward C. Johnson 3d family are the
predominant owners of the voting stock of FIMC, representing
approximately 89% of the voting power of FIMC. Mr. Johnson
3d holds 39.4% of the outstanding voting stock of FIMP. Mr.
Johnson 3d is also Chairman of FIMC. FIMC has all of the
voting power of FILP. Accordingly, Mr. Johnson 3d and
members of the Johnson family may be deemed, to form a
controlling group with respect to FILP. The business
address and principal occupation of Mr. Johnson 3d is set
forth on set forth on Schedule A hereto.
Within the past five years, none of the persons named
in this Item 2 or listed on Schedule A has been convicted in
any criminal proceeding (excluding traffic violations or
similar misdemeanors) or has been a party to any civil
proceeding and as a result thereof was or is subject to any
judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to
federal or state securities laws or finding any violations
with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
FILP purchased 1,048,801 shares of the Company's
Series C Convertible Participating Preferred Stock (the
"Preferred Stock") on May 9, 1996 for $2,450,000 in cash.
FILP used its own assets in making such purchase and no part
of the purchase price is represented by borrowed funds. The
Preferred Stock was converted into 1,150,884 Shares of the
Company's common stock on November 25, 1996 in conjunction
with the Company's initial public offering.
Item 4. Purpose of Transaction.
The purpose of FIMC in having FILP purchase Shares
(see Item 5 below) is to acquire an equity interest in the
Company in pursuit of specified investment objectives
established by FILP.
FIMC may continue to have FILP purchase Shares
subject to a number of factors, including, among others, the
availability of Shares of sale at what FIMC considers to be
reasonable prices and other investment opportunities that
may be available to FILP.
FIMC intends to review continuously the equity
position of FILP in the Company. Depending upon future
evaluations of the business prospects of the Company and
upon other developments, including, but not limited to,
general economic and business conditions and money market
and stock market conditions, FIMC may determine to cease
making additional purchases of Shares or to increase or
decrease the equity interest in the Company by acquiring
additional Shares, or by disposing of all or a portion of
the Shares.
Neither FILP nor FIMC has any present plan or
proposal which relates to or would result in (i) an
extraordinary corporate transaction, such as a merger,
reorganization, liquidation, or sale of transfer of a
material amount of assets involving the Company or any of
its subsidiaries, (ii) any change in the Company's present
Board of Directors or management, (iii) any material changes
in the Company's present capitalization or dividend policy
or any other material change in the Company's business or
corporate structure, (iv) any change in the Company's
charter or by-laws, or (v) the Company's common stock
becoming eligible for termination of its registration
pursuant to Section 12(g)(4) of the 1934 Act.
Item 5. Interest in Securities of Issuer.
(a) FILP owns 1,150,884 Shares, or approximately 8.86%
of the outstanding Shares of the Company. Neither FIMC nor
any of its affiliates, nor, to the best knowledge of FIMC,
any members of the Johnson family or persons named on
Schedule A hereto, beneficially owns any other Shares.
(b) As FILP's general partner and investment adviser,
FIMC has sole voting and dispositive power over the
1,150,884 Shares held by FILP.
(c) Neither FILP, FIMC, nor any of their affiliates,
nor, to the best knowledge of FIMC, any members of the
Johnson family or other persons named on Schedule A hereto,
has effected any transaction in Shares during the past sixty
(60) days.
Item 6. Contract, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
Neither FILP, FIMC nor any of their affiliates, nor,
to the best knowledge of FIMC, any members of the Johnson
family or other persons named on Schedule A hereto, has any
joint venture, finder's fee, or other contract or
arrangement with any person with respect to any securities
of the Company.
Item 7. Material to be Filed as Exhibits.
Not Applicable.
This statement speaks as of its date, and no
inference should be drawn that no change has occurred in the
facts set forth herein after the date hereof.
Signature
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 correct.
Fidelity Investors Limited
Partnership
By: Fidelity Investors
Management Corporation
(its sole General Partner)
DATE: February 25,1997 By:/s/John J. Remondi
John J. Remondi
President
Fidelity Investors Management
Corporation
DATE: February 25, 1997 By:/s/John J. Remondi
John J. Remondi
President
SCHEDULE A
The name and present principal occupation or employment
of each executive officer and director of FIMC. are set
forth below. The business address of each person is 82
Devonshire Street, Boston, Massachusetts 02109, and the
address of the corporation or organization in which such
employment is conducted is the same as his business address.
All of the persons listed below are U.S. citizens.
POSITION WITH
PRINCIPAL
NAME FIMC OCCUPATION
Edward C. Johnson 3d Director,
Chairman of the Board
Chairman of the Board and CEO, FMR
Corp.
John J. Remondi Director and President Sr. VP Fidelity
Capital and
Director Fidelity Ventures
Donald E. Alhart Director, Vice President VP Crosby
Advisors
and Assistant Secretary
David C. Weinstein Vice President Sr. Vice
President
Administration,
FMR Corp.
Gerald M. Lieberman Vice President Sr. Vice Pres.
- -
Chief Financial
Officer, FMR
Corp.
