Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
GEOTEL COMMUNICATIONS CORPORATION
(Exact name of issuer as specified in its charter)
Delaware 04-3194255
(State of Incorporation) (IRS Employer Identification Number)
25 Porter Road, Littleton, Massachusetts 01460
(Address of Principal Executive Offices)
(508) 486-1100
(Registrant's telephone number, including area code)
GEOTEL COMMUNICATIONS CORPORATION
1993 RESTRICTED STOCK PURCHASE PLAN
1995 STOCK OPTION PLAN
EMPLOYEE COMPENSATION AGREEMENTS
1996 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plan)
Anthony J. Medaglia, Jr., Esquire
Hutchins, Wheeler & Dittmar
A Professional Corporation
101 Federal Street
Boston, Massachusetts 02110
(617) 951-6600
(Name, address and telephone number of agent for service)
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. o
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest investment plans, check the following box.|X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. o
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. o
CALCULATION OF REGISTRATION FEE
===========================================================================
<TABLE>
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Per Aggregate Offering Amount of
to be Registered Registered1 Share Price Registration Fee
<S> <C> <C> <C> <C>
GeoTel Communications Corporation
1993 Restricted Stock Purchase Plan
Common Stock, par value $.01 per share 937,727 $0.10 - 0.18 $129,132 $39
1
<PAGE>
GeoTel Communications Corporation 971,796 $0.18 - $17.68(2) $3,576,662 $1,084
1995 Stock Option Plan 4,926,982 $16.25(3) $80,063,458 $24,262
Common Stock, par value $.01 per share
GeoTel Communications Corporation 250,000 $16.25(3) $4,062,500 $1,231
1996 Employee Stock Purchase Plan
Common Stock, par value $.01 per share
Employee Compensation Agreements 395,250 $0.10 $39,525 $12
Common Stock, par value $.01 per share 71,316 $2.336 $166,594 $50
- -----------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share 91,222 $16.25(4) $1,482,358 $449
- -----------------------------------------------------------------------------------------------------------------
Total 7,644,293 $27,127
=================================================================================================================
</TABLE>
(1)Also registered hereunder are such additional number of shares of Common
Stock, presently indeterminable, as may be necessary to satisfy the antidilution
provisions of the Plan to which this Registration Statement relates.
(2) All such shares are issuable upon exercise of outstanding options with fixed
exercise prices. Pursuant to Rule 457(h), the aggregate offering price and the
fee have been computed upon the basis of the price at which the options may be
exercised.
(3) None of such shares are subject to outstanding options. The exercise price
of such options shall be determined at the time of grant. Accordingly, pursuant
to Rule 457(c) and (h), the price of $16.25 per share, which is the average of
the high and low sale prices reported on the Nasdaq Stock Market, Inc. on
February 7, 1997, is set forth solely for purposes of calculating the filing
fee.
(4) The registration fee has been calculated on the basis of the price of $16.25
per share, which is the average of the high and low sale prices reported on the
Nasdaq Stock Market, Inc. on February 7, 1997.
<PAGE>
Resale Prospectus
(As permitted by General Instruction C
to Form S-8 and containing the information required
in a Prospectus prepared in accordance with
Form S-3, as to certain Selling Shareholders)
<PAGE>
GEOTEL COMMUNICATIONS CORPORATION
PROSPECTUS
557,788 Shares of Common Stock
Par Value $.01
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
---------------
This Prospectus relates to 557,788 shares of Common Stock, par value
$.01 per share (the "Common Stock") of GeoTel Communications Corporation (GeoTel
or the "Company") which may be sold by the Selling Stockholders. See "Selling
Stockholders." The Company will not receive any of the proceeds from the sale of
shares by the Selling Stockholders. The Company will pay the expenses of the
offering, estimated at $39,127.
The Common Stock of the Company is traded in the over-the-counter
market and quoted on the Nasdaq Stock Market's National Market under the symbol
"GEOC." On February 7, 1997, the last sale price for the Common Stock, as
reported by Nasdaq Stock Market's National Market, was $16.00 per share.
The date of this Prospectus is February 10, 1997.
<PAGE>
The Company
GeoTel is a provider of telecommunications software solutions focused
on enhanced call routing technology that enables customer-oriented companies to
deliver responsive and cost-effective customer service. The Company's software
solutions are aimed at decentralized or service-oriented corporations that use
call centers, voice response units and other answering resources to interact
with their customers. GeoTel's Intelligent CallRouter, ("Intelligent CallRouter
or "ICR") is designed for companies that utilize multiple call centers to handle
high volumes of inbound customer calls and regard their effective handling of
customer interaction through call center technology as a key competitive
advantage. The Company is focused on open, standards-based software solutions
for enterprise-wide call distribution in a multi- vendor, multi-carrier,
fault-tolerant, distributed environment.
ICR enables enterprise-wide call routing and consolidated real-time
management information at the network level. The ICR is an advanced call-by-call
routing server that supports multiple routing clients independent of their
location, toll-free carrier or switch provider. The multi-carrier, multi-vendor
capabilities of the ICR allow the user to focus on delivering premium customer
service without the limitations of proprietary or customer developed solutions.
Its open architecture enables interoperability with other call processing and
call volume management systems within an enterprise and provides a means for
integrating these various stand-alone solutions. The ICR can be interfaced to
agent scheduling, workflow management and other call center management tools.
The distributed software fault tolerance implemented in the ICR provides the
mission-critical reliability required for enterprise-wide call distribution. The
Company also offers consulting and training, installation services and post-sale
maintenance and support services.
GeoTel sells its software and services to large corporations with
multiple call center locations that are major users of inbound, toll-free
services. The Company sells primarily through a direct sales force in the United
States and is also developing strategic relationships both domestically and
internationally. To date, the Company has licensed its software to over 20
companies.
The Company was incorporated in Delaware in June 1993. The Company's
principal executive offices are located at 25 Porter Road, Littleton,
Massachusetts 01460. The Company's telephone number is (508) 486-1100.
---------------
Intelligent CallRouter, is a registered trademark of the Company and
GeoTel is a trademark of the Company.
PRICE RANGE OF COMMON STOCK
The Common Stock of the Company has been included for quotation in the
Nasdaq National Market under the symbol "GEOC" since the Company's initial
public offering of Common Stock on November 20, 1996. Prior to that time, there
was no public market for the Common Stock. The following tables set forth the
high and low closing prices for the Common Stock for the periods indicated as
reported by the Nasdaq National Market:
<PAGE>
Low High
1996:
Fourth Quarter (from November 20, 1996) $12.00 $18.125
1997:
First Quarter (through February 7, 1997) $13.50 $18.875
On February 7, 1997, the last reported sale price was $16.00 per share.
As of December 31, 1996 there were 189 holders of record of the Company's Common
Stock. This does not reflect persons or entities who hold their stock in nominee
or "street" names through various brokerage firms.
DIVIDEND POLICY
The Company has never declared or paid any cash dividends on its Common
Stock and currently intends to retain all available funds for use in the
operation and expansion of its business. The Company does not, therefore,
anticipate that any cash dividends will be declared or paid in the foreseeable
future. The Company's current loan agreement prohibits the payment of cash
dividends without the bank's consent.
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists of 40,000,000
shares of Common Stock, $.01 par value per share, and 5,000,000 shares of
Preferred Stock, $.01 par value per share (the "Preferred Stock").
The following summary of certain provisions of the Common Stock and
Preferred Stock does not purport to be complete and is subject to, and qualified
in its entirety by, the provisions of the Company's Restated Certificate of
Incorporation as amended and restated (the "Restated Certificate of
Incorporation"), Amended and Restated By-Laws of Company ("By-Laws"), copies of
which are on file with the Securities and Exchange Commission and by the
provisions of applicable law.
Common Stock
Holders of Common Stock are entitled to one vote per share on matters
to be voted upon by the stockholders. There are no cumulative voting rights.
Holders of Common Stock are entitled to receive ratable dividends when, as and
if declared by the Board of Directors out of funds legally available therefor,
subject to any preferential dividend rights of any then outstanding Preferred
Stock. Upon the liquidation, dissolution or winding up of the Company, holders
of Common Stock share ratably in the assets of the Company available for
distribution to its stockholders, subject to the preferential rights of any then
outstanding Preferred Stock. The shares of Common Stock outstanding upon the
effective date of this Prospectus are, and the shares offered hereby will be,
when issued and paid for, fully paid and nonassessable. The rights, preferences
and privileges of holders of Common Stock are subject to, and may be adversely
affected by, the rights of holders of shares of any Preferred Stock that the
Company may designate in the future.
<PAGE>
Preferred Stock
The Company's Board of Directors has the authority, without stockholder
approval, to issue up to 5,000,000 shares of Preferred Stock in one or more
series and to fix the relative rights, preferences, privileges, qualifications,
limitations and restrictions thereof, including dividend rights, dividend rates,
conversion rights, voting rights, terms of redemption, redemption prices,
liquidation preferences and the number of shares constituting any series or the
designation of such series. The issuance of Preferred Stock, while providing
desirable flexibility in connection with possible acquisitions and other
corporate purposes, could have the effect of delaying, deferring or preventing a
change in control of the Company, may discourage bids for the Company's Common
Stock at a premium over the market price of the Common Stock and may adversely
affect the market price and the voting and other rights of the holders of the
Common Stock. The Company has no present plans to issue any shares of Preferred
Stock.
Certain Charter, Bylaw and Statutory Provisions Affecting Stockholders
Classified Board and Other Matters. The Company's Board of Directors
will be divided into three classes, each of which, after a transitional period,
will serve for three years, with one class being elected each year. Under the
Delaware General Corporation Law, in the case of a corporation having a
classified Board, stockholders may remove a Director only for cause. Advance
notice of stockholder nominations and any other matter to be brought before a
meeting of stockholders will be required to be given in writing to the Secretary
of the Company within the time periods in the Bylaws. The Certificate of
Incorporation provides that special meetings of stockholders of the Company may
be called only by the Board of Directors, the Chairman of the Board of Directors
or the President. The Certificate of Incorporation also provides that no action
required or permitted to be taken at any Annual or Special Meeting of the
Stockholders of the Company may be taken without a meeting, unless the unanimous
consent of stockholders entitled to vote thereon is obtained. The affirmative
vote of the holders of at least 80% of the combined voting power of then
outstanding voting stock of the Company will be required to alter, amend or
repeal the foregoing provisions. The classification of the Board of Directors
and the limitations on the removal of directors and filling of vacancies could
have the effect of making it more difficult for a third party to acquire, or of
discouraging a third party from acquiring, control of the Company.
Section 203 of Delaware Law. Following the consummation of this
offering, the Company will be subject to the "business combination" statute of
the Delaware General Corporation Law. In general, such statute prohibits a
publicly-held Delaware corporation from engaging in various "business
combination" transactions with any "interested stockholder" for a period of
three years after the date of the transaction in which the person became an
"interested stockholder," unless (i) the transaction is approved by the Board of
Directors prior to the date the interested stockholder obtains such status, (ii)
upon the consummation of the transaction which resulted in the stockholder
becoming an "interested stockholder," the "interested stockholder" owned at
least 85% of the voting stock of the corporation outstanding at the time the
transaction commenced, excluding for purposes of determining the number of
shares outstanding those shares owned by (a) persons who are directors and also
officers and (b) employee stock plans in which employee participants do not have
the right to determine confidentially whether shares held subject to the plan
will be tendered in a tender or exchange offer, or (iii) on or subsequent to
such date the "business combination" is approved by the board of directors and
authorized at an annual or special meeting of stockholders, and not by written
consent, by the affirmative vote of at least 66 2/3% of the outstanding voting
stock which is not owned by the "interested stockholder." A
<PAGE>
"business combination" includes mergers, asset sales and other transactions
resulting in a financial benefit to the stockholder. An "interested stockholder"
is a person who, together with affiliates and associates, owns (or within three
years, did own) 15% or more of a corporation's voting stock. By virtue of the
Company's decision not to elect out of the statute's provision, the statute
applies to the Company. The statute could prohibit or delay the accomplishment
of mergers or other takeover or change of control attempts with respect to the
Company and, accordingly, may discourage attempts to acquire the Company.
Directors Liability. The Certificate of Incorporation of the Company
provides that no director shall be personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for (i) any breach of the director's duty of loyalty to the Company or
its stockholders; (ii) acts or omissions not in good faith or which involve
intentional misconduct; (iii) acts or omissions in respect of certain unlawful
dividend payments or stock redemptions or repurchases; or (iv) any transaction
from which such director derives improper personal benefit. The effect of this
provision is to eliminate the rights of the Company and its stockholders
(through stockholders' derivative suits on behalf of the Company) to recover
monetary damages against a director for breach of the fiduciary duty of care as
a director (including breaches resulting from negligent or grossly negligent
behavior) except in the situations described in clauses (i) through (iv) above.
The limitations summarized above, however, do not affect the ability of the
Company or its stockholders to seek non-monetary based remedies, such as an
injunction or rescission, against a director for breach of his fiduciary duty
nor would such limitations limit liability under the Federal Securities Laws.
The Company's Amended and Restated Bylaws provide that the Company shall, to the
full extent permitted by the Delaware General Corporation Law, as amended from
time to time, indemnify and advance expenses to each of its currently acting and
former directors, officers, employees and agents arising in connection with
their acting in such capacities.
Certain provisions described above may have the effect of delaying
shareholder actions with respect to certain business combinations and the
election of new members to the Board of Directors. As such, the provisions could
have the effect of discouraging open market purchases of the Company's Common
Stock because they may be considered disadvantages by a shareholder who desires
to participate in a business combination or elect a new director. The existence
of these provisions may have an adverse effect on the market price of the Common
Stock.
Transfer Agent and Registrar
The transfer agent and registrar for the Common Stock is Fleet National
Bank.
SELLING STOCKHOLDERS
There are set forth below, with respect to the Selling Stockholders,
the number of shares of Common Stock owned on February 10, 1997, the number of
shares to be offered or sold after that date and the number of shares to be
owned after completion of the offering. 91,222 shares of Common Stock being
offered hereby have been acquired by the Selling Shareholders pursuant to the
exercise of options under the GeoTel Communications Corporation 1995 Stock
Option Plan. 466,566 shares of Common Stock being offered hereby have been
issued to the Selling Shareholders by the Company pursuant to certain Employee
Compensation Agreements separately negotiated between each Selling Shareholder
and the Company.
<PAGE>
<TABLE>
Shares of Common Stock Shares of Common Stock
Beneficially Owned Prior Beneficially Owned After
to the Offering(1) the Offering
<CAPTION>
Percentage of Percentage of
Number of Outstanding Shares to be Number of Outstanding
Name Shares Shares Offered Shares Shares
- ----------------------------------- ---------------- -------------------- -------------------- -------------------- ------------
<S> <C> <C> <C> <C> <C>
John C. Thibault (2) 442,974 3.4% 423,094 19,880 *
G. Wayne Andrews (3) 439,613 3.4% 15,171 424,442 3.2%
Steven H. Webber (4) 391,822 3.0% 10,782 381,040 2.9%
Louis J. Volpe (5) 197,627 1.5% 16,268 181,359 1.4%
James P. Kelly (6) 104,332 * 8,569 95,763 *
Timothy J. Allen (7) 86,879 * 11,879 75,000 *
Lawrence E. Johnson (8) 72,036 * 9,236 62,800 *
Jerry A. Stern (9) 68,477 * 5,944 62,533 *
Vincent J. Milano, Jr.(10) 45,780 * 3,840 41,940 *
Scott D. Kutil (11) 42,037 * 1,097 40,940 *
Charles R. Davis (12) 39,486 * 5,486 34,000 *
Bharat N. Shah (13) 39,486 * 5,486 34,000 *
Edward A. Bennett (14) 36,194 * 2,194 34,000 *
Russell A. Askey (15) 29,708 * 6,375 23,333 *
Thomas E. Hamilton, III (16) 20,139 * 4,389 18,000 *
Barry D. O'Sullivan (17) 26,486 * 5,486 21,000 *
Kenneth D. Jordan (18) 25,993 * 2,743 23,250 *
William P. Watson (19) 23,486 * 5,486 18,000 *
Sandra A. Green (20) 18,986 * 5,486 13,500 *
James G. Lyons (21) 18,743 * 2,743 16,000 *
Alberto Velella (22) 12,097 * 1,097 11,000 *
Kristin M. Desrochers (23) 7,646 * 1,646 6,000 *
James M. O'Brien (24) 9,097 * 1,097 8,000 *
Michael F. Buczynski (25) 5,597 * 1,097 4,500 *
Suzanne E. Bruneau (26) 1,597 * 1,097 500 *
- -------------------------
</TABLE>
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission. In computing the number of shares
beneficially owned by a person and the percentage ownership of that
person, shares of Common Stock subject to options held by that person that
are currently exercisable, or become exercisable within 60 days following
February 10, 1997, are deemed outstanding.
(2) Includes 22,844 shares of Common Stock held by Mr. Thibault's children
under the Massachusetts Uniform Transfer to Minors Act and 13,750 shares
of Common Stock issuable pursuant to currently exercisable stock
options. Mr. Thibault serves as President, Chief Executive Officer and
Director of the Company.
(3) Includes 8,200 shares of Common Stock held by Mr. Andrews' children under
the Massachusetts Uniform Transfer to Minors Act and 3,000 shares of
Common Stock issuable pursuant to currently exercisable stock
options. Mr. Andrews serves as Vice President, Chief Technology Officer
and Director of the Company.
<PAGE>
(4) Includes 13,000 shares of Common Stock issuable pursuant to currently
exercisable stock options. Mr. Webber serves as Vice President of
Engineering of the Company.
(5) Includes 13,867 shares of Common Stock issuable pursuant to currently
exercisable stock options and 102,052 shares of restricted Common Stock
which remain subject to vesting and the Company's right to repurchase at
cost. Mr. Volpe serves as Senior Vice President of Sales and Marketing of
the Company.
(6) Includes 5,333 shares of Common Stock issuable pursuant to currently
exercisable stock options and 31,300 shares of restricted Common Stock
which remain subject to vesting and the Company's right to repurchase at
cost.
(7) Includes: (i) 5,000 shares of Common Stock issuable pursuant to currently
exercisable stock options; (ii) 42,000 shares of restricted Common Stock
which remain subject to vesting and the Company's right to repurchase at
cost; (iii) 7,000 shares of Common Stock held by Mr. Allen's children
under the Massachusetts Uniform Transfer to Minor Act; and (iv) 3,782
shares of Common Stock held jointly by Mr. Allen and his wife. Mr. Allen
serves as Vice President of Finance, Chief Financial Officer, Treasurer
and Assistant Secretary of the Company.
(8) Includes 5,600 shares of Common Stock issuable pursuant to currently
exercisable stock options and 21,020 shares of restricted Common Stock
which remain subject to vesting and the Company's right to repurchase at
cost.
(9) Includes 5,333 shares of Common Stock issuable pursuant to currently
exercisable stock options and 21,923 shares of restricted Common Stock
which remain subject to vesting and the Company's right to repurchase at
cost.
(10) Includes 15,380 shares of restricted Common Stock which remain subject to
vesting and the Company's right to repurchase at cost.
(11) Includes 15,961 shares of restricted Common Stock which remain subject to
vesting and the Company's right to repurchase at cost.
(12) Includes 14,800 shares of restricted Common Stock which remain subject to
vesting and the Company's right to repurchase at cost.
(13) Includes: (i) 15,000 shares of restricted Common Stock which remain
subject to vesting and the Company's right to repurchase at cost and (ii)
1,000 shares of Common Stock held jointly by Mr. Shah and his wife.
(14) Includes 15,933 shares of restricted Common Stock which remain subject to
vesting and the Company's right to repurchase at cost.
(15) Includes 3,333 shares of Common Stock issuable pursuant to currently
exercisable stock options and 11,667 shares of restricted Common Stock
which remain subject to vesting and the Company's right to repurchase at
cost.
(16) Includes 8,750 shares of restricted Common Stock which remain subject to
vesting and the Company's right to repurchase at cost.
(17) Includes 10,333 shares of restricted Common Stock which remain subject to
vesting and the Company's right to repurchase at cost.
<PAGE>
(18) Includes 12,017 shares of restricted Common Stock which remain subject to
vesting and the Company's right to repurchase at cost.
(19) Includes 9,000 shares of restricted Common Stock which remain subject to
vesting and the Company's right to repurchase at cost.
(20) Includes 7,917 shares of restricted Common Stock which remain subject
to vesting and the Company's right to repurchase at cost.
(21) Includes 8,167 shares of restricted Common Stock which remain subject to
vesting and the Company's right to repurchase at cost.
(22) Includes 6,167 shares of restricted Common Stock which remain subject to
vesting and the Company's right to repurchase at cost.
(23) Includes 2,500 shares of restricted Common Stock which remain subject to
vesting and the Company's right to repurchase at cost.
(24) Includes 4,667 shares of restricted Common Stock which remain subject to
vesting and the Company's right to repurchase at cost.
(25) Includes 2,550 shares of restricted Common Stock which remain subject
to vesting and the Company's right to repurchase at cost.
(26) Includes 317 shares of restricted Common Stock which remain subject to
vesting and the Company's right to repurchase at cost.
INCORPORATION OF DOCUMENTS BY REFERENCE
The Company hereby incorporates by reference the documents listed in
(a) through (c) below. In addition, all documents subsequently filed by the
Company pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 (prior to 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 this Registration Statement and to be a part thereof from the date
of filing of such documents.
(a) The Company's Prospectus dated November 20, 1996 filed pursuant to
Rule 424(b) under the Securities Act of 1933, which contains audited financial
statements for the Company's latest fiscal year for which such statements have
been filed.
(b) All of the reports filed by the Company pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 since the end of the fiscal year
covered by the Prospectus referred to in (a) above.
(c) The description of the Company's Common Stock which is contained in
the Registration Statement filed by the Company under the Exchange Act,
including any amendment or report filed for the purpose of updating such
description.
<PAGE>
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or on any other subsequently filed document which is incorporated by reference
herein modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Company will furnish without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon written or oral
request, a copy of any and all of the information that has been incorporated by
reference in this Prospectus, other than exhibits to such information, unless
such exhibits are specifically incorporated by reference into the information
that this Prospectus incorporates. Requests should be submitted in writing to
GeoTel Communications Corporation, 25 Porter Road, Littleton, MA 01460,
Attention: Thomas J. Reid, Telephone Number: (508) 486-1100.
PLAN OF DISTRIBUTION
The distribution of the shares of Common Stock offered hereby by the
Selling Stockholders may be effected from time to time in one or more
transactions (which may involve block transactions) on the Nasdaq Stock Market
or otherwise, in the over-the-counter market, in negotiated transactions, or a
combination of such methods of sale, at market prices prevailing at the time of
sale, at prices related to such prevailing market prices or at negotiated
prices. The Selling Stockholders may effect such transactions by selling shares
to or through broker-dealers, and such broker-dealers may receive compensation
in the form of underwriting discounts, concessions or commissions from the
Selling Stockholders and/or purchasers of shares for whom they may act as agent
(which compensation may be in excess of customary commissions). The Selling
Stockholders and broker-dealers that participate with the Selling Stockholders
in the distribution of shares may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act, and any commission received by
them and any profit on the resale of shares may be deemed to be underwriting
compensation.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby will be
passed upon for the Company by Hutchins, Wheeler & Dittmar, A Professional
Corporation, Boston, Massachusetts. Anthony J. Medaglia, Jr., a shareholder of
Hutchins, Wheeler & Dittmar, is Secretary of the Company and beneficially owns
42,005 shares of Common Stock.
EXPERTS
The balance sheets of the Company as of December 31, 1995 and September
30, 1996, and the related statements of operations, stockholders' deficit and
cash flows for the year ended December 31, 1995 and the nine months ended
September 30, 1996 included in the Company's Prospectus dated November 20, 1996
have been incorporated herein in reliance on the report of Coopers & Lybrand
L.L.P., independent accountants, given on the authority of that firm as experts
in accounting and auditing.
<PAGE>
The balance sheet of the Company as of December 31, 1994 and the
statements of operations, stockholders' deficit and cash flows from inception
(June 4, 1993) through December 31, 1993 and for the year ended December 31,
1994 incorporated by reference to the Company's Prospectus dated November 20,
1996 have been audited by Arthur Andersen LLP, independent public accountants,
as indicated in their reports with respect thereto, and are incorporated herein
in reliance upon the authority of said firm as experts in giving said reports.
ADDITIONAL INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-8 (herein, with all amendments
and exhibits thereto, referred to as the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"). This Prospectus does
not contain all the information set forth in the Registration Statement, certain
items of which are omitted in accordance with the rules and regulations of the
Commission. The omitted information may be inspected and copied at the public
reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, and copies of all or any part thereof may
be obtained from the Commission upon payment of certain fees prescribed by the
Commission.
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and in
accordance therewith files reports, proxy statements and other information with
the Commission. Such reports, proxy statements and other information may be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549-1004 and
at the regional offices of the Commission located at Seven World Trade Center,
New York, New York 10007 and Northwestern Atrium Center, 500 West Madison
Street, Chicago, Illinois 60606. Copies of such materials may also be obtained
from the Public Reference Section of the Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and its public reference facilities in New York, New
York and Chicago, Illinois, at prescribed rates, or accessed on the Commission's
World Wide Web site at (http://www.sec.gov). The Company's Common Stock is
listed on The Nasdaq Stock Market's National Market, and such reports, proxy
statements and other information can also be inspected at the Offices of Nasdaq
Operations, 1735 K Street, N.W., Washington D.C. 20006.
No person is authorized to give any information or to make any
representations other than those contained or incorporated by reference in this
Prospectus in connection with the offer made by this Prospectus, and, if given
or made, such information or representations must not be relied upon as having
been authorized. This Prospectus does not constitute an offer or solicitation by
anyone in any jurisdiction to any person to whom it is unlawful to make such
offer or solicitation. The delivery of this Prospectus at any time shall not
under any circumstances create an implication that there has been no change in
the affairs of the Company since the date hereof.
The Company intends to distribute to its stockholders annual reports
containing financial statements audited by its independent accountants and will
make available copies of quarterly reports for the first three quarters of each
fiscal year containing unaudited financial information.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT AND NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference
See "Incorporation of Documents by Reference" in the Resale Prospectus.
Item 4. Description of Securities
See "Description of Securities" in the Resale Prospectus
Item 5. Interest of Named Experts and Counsel
See "Legal Matters" and "Experts" in the Resale Prospectus
Item 6. Indemnification of Directors and Officers.
The Delaware General Corporate Law and the Company's Restated Certificate
of Incorporation and Amended and Restated By-laws, each to be effective upon the
closing of the offering, provide for indemnification of the Company's directors
and officers for liabilities and expenses that they may incur in such
capacities. In general, directors and officers are indemnified with respect to
actions taken in good faith in a manner reasonably believed to be in, or not
opposed to, the best interests of the Company, and with respect to any criminal
action or proceeding, actions that the indemnitee has no reasonable chance to
believe were unlawful. Reference is made to the Company's Restated Certificate
of Incorporation and Amended and Restated By-laws filed as Exhibits 3.1 and 3.2
hereto.
Item 7. Exemption from Registration Claimed.
The restricted securities to be resold pursuant to this registration
statement were sold in transactions by the Company as issuer not involving a
public offering as an exempt transaction under Section 4(2) of the Securities
Act of 1933, as amended. Such restricted securities were offered and issued to
employees of the Company pursuant to either written compensation agreements
between the Company and the individual employee or the Company's 1995 Stock
Option Plan.
Item 8. Exhibits and Financial Statement Schedules.
(a) Exhibits. The following is a list of exhibits filed as part of the
Registration Statement.
Exhibit No. Title
3.1 Amended and Restated Certificate of Incorporation of the
Company (incorporated by reference to the Company's
Registration Statement on Form S-1 filed with the Securities
and Exchange Commission (Reg. No. 333-13263)).
<PAGE>
3.2 By-Laws of the Company, as amended and restated (incorporated
by reference to the Company's Registration Statement on
Form S-1 filed with the Securities and Exchange
Commission (Reg. No. 333-13263)).
4.1 Specimen of Stock Certificate representing shares of Common
Stock (incorporated by reference to the Company's
Registration Statement on Form S-1 filed with the Securities
and Exchange Commission (Reg. No. 333-13263)).
4.2 GeoTel Communications Corporation 1993 Restricted Stock
Purchase Plan, as amended (incorporated by reference to the
Company's Registration Statement on Form S-1 filed with the
Securities and Exchange Commission (Reg. No. 333-13263)).
4.3 GeoTel Communications Corporation 1995 Stock Option Plan, as
amended (incorporated by reference to the Company's
Registration Statement on Form S-1 filed with the
Securities and Exchange Commission (Reg. No. 333-13263)).
4.4 GeoTel Communications Corporation 1996 Employee Stock
Purchase Plan, as amended (incorporated by reference to the
Company's Registration Statement on Form S-1 filed
with the Securities and Exchange Commission
(Reg. No. 333-13263)).
5.1 Opinion of Hutchins, Wheeler & Dittmar, A Professional
Corporation, as to the legality of the securities being
registered.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of Hutchins, Wheeler & Dittmar, A Professional
Corporation (included in Exhibit 5.1).
24.1 Power of Attorney (included on the signature pages of the
Registration Statement).
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:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act
of 1933;
(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;
<PAGE>
(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 (a)(l)(i) and (a)(l)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, 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.
(b) 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 give, the latest annual report to security holders that is incorporated 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.
(c) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) 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.
(d) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the Restated Certificate of Incorporation
and Amended and Restated Bylaws of the Registrant and the laws of the State of
Delaware, 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 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 controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
<PAGE>
Item 10. Other Expenses of Issuance and Distribution.
The following table sets forth various expenses in connection with
the sale and distribution of the securities being registered hereby as follows.
All amounts shown are estimates except for the Securities and Exchange
Commission registration fee:
Registration fee under the Securities Act $27,127
Legal fees and expenses $10,000
Accounting fees and expenses $ 1,000
Miscellaneous $ 1,000
--------
Total $39,127
=======
<PAGE>
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 Littleton, Massachusetts on February 10, 1997.
GEOTEL COMMUNICATIONS CORPORATION
/s/ John C. Thibault
John C. Thibault
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints John C. Thibault and Timothy J. Allen, and each
of them, with the power to act without the other, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or in his name, place and stead, in any and all capacities to sign any
and all amendments or post-effective amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agents or either of them, or their or his substitutes, may
lawfully 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 by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ John C. Thibault President, Chief February 10, 1997
- ------------------------------
John C. Thibault Executive Officer
and Director
(principal executive
officer)
<PAGE>
/s/ Timothy J. Allen Vice President of Finance, February 10, 1997
- -------------------------------
Timothy J. Allen Chief Financial Officer,
Treasurer and
Assistant Secretary
(principal financial
and accounting
officer)
/s/ G. Wayne Andrews Director February 10, 1997
- --------------------------------
G. Wayne Andrews
/s/ Alexander V. d'Arbeloff Director February 10, 1997
--------------------------------
Alexander V. d'Arbeloff
/s/ Gardner C. Hendrie Director February 10, 1997
- ---------------------------------
Gardner C. Hendrie
/s/ W. Michael Humphreys Director February 10, 1997
- --------------------------------
W. Michael Humphreys
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS
to
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
GEOTEL COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
<PAGE>
Exhibit No. Title
3.1 Amended and Restated Certificate of Incorporation of the
Company (incorporated by reference to the Company's
Registration Statement on Form S-1 filed with the
Securities and Exchange Commission (Reg. No. 333-13263)).
3.2 By-Laws of the Company, as amended and restated
(incorporated by reference to the Company's Registration
Statement on Form S-1 filed with the Securities and
Exchange Commission (Reg. No. 333-13263)).
4.1 Specimen of Stock Certificate representing shares of Common
Stock (incorporated by reference to the Company's
Registration Statement on Form S-1 filed with the
Securities and Exchange Commission (Reg. No. 333-13263)).
4.2 GeoTel Communications Corporation 1993 Restricted Stock
Purchase Plan, as amended (incorporated by reference to the
Company's Registration Statement on Form S-1 filed with the
Securities and Exchange Commission (Reg. No. 333-
13263)).
4.3 GeoTel Communications Corporation 1995 Stock Option Plan, as
amended (incorporated by reference to the Company's
Registration Statement on Form S-1 filed with the Securities
and Exchange Commission (Reg. No. 333-13263)).
4.4 GeoTel Communications Corporation 1996 Employee Stock
Purchase Plan, as amended (incorporated by reference to the
Company's Registration Statement on Form S-1 filed with the
Securities and Exchange Commission (Reg. No. 333-
13263)).
5.1 Opinion of Hutchins, Wheeler & Dittmar, A Professional
Corporation, as to the legality of the securities being
registered.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of Hutchins, Wheeler & Dittmar, A Professional
Corporation (included in Exhibit 5.1).
24.1 Power of Attorney (included on the signature pages of the
Registration Statement).
141897-4
<PAGE>
COUNSELLORS AT LAW
HUTCHINS, WHEELER & DITTMAR
A PROFESSIONAL CORPORATION
101 FEDERAL STREET, BOSTON, MASSACHUSETTS 02110
TELEPHONE: 617-951-6600 FACSIMILE: 617-951-1295
February 10, 1997
GeoTel Communications Corporation
25 Porter Road
Littleton, MA 01460
Gentlemen:
We are general counsel to GeoTel Communications Corporation, a Delaware
corporation (the "Company"), and as such counsel we are familiar with the
corporate proceedings taken in connection with the adoption of the Company's
1993 Restricted Stock Purchase Plan, 1995 Stock Option Plan, and 1996 Employee
Stock Purchase Plan (collectively the "Plans"). We are also familiar with the
Registration Statement on Form S-8 (the "Registration Statement") to which a
copy of this opinion will be attached as an exhibit. Of the up to 7,644,293
shares of the Company's common stock, $.01 par value per share ("Common Stock"),
being registered under the Securities Act of 1933, as amended, pursuant to the
Registration Statement, 557,788 shares are being offered by certain Selling
Stockholders (the "Selling Stockholders"). RATION FEBRUARY 10, 1997 PAGE 2 \
As such counsel, we have examined (i) certain corporate records of the
Company, including the Restated Certificate of Incorporation, Amended and
Restated By-laws, stock records, minutes of meetings of its Board of Directors
and stockholders; (ii) a Certificate of the Secretary of the State of Delaware
as to the legal existence of the Company; and (iii) such other documents as we
have deemed necessary as a basis for the opinions herein expressed.
Based upon the foregoing, and having regard for such legal
considerations as we deem relevant, we are of the opinion that:
1. The Company is duly organized and validly existing under the
laws of the State of Delaware;
2. The Company has authorized the issuance of 40,000,000 shares of
Common Stock, $.01 par value per share, and 5,000,000 shares of Preferred
Stock, par value $.01 per share;
<PAGE>
Geotel Communications Corporation
February 10, 1997
Page 2
3. The outstanding Common Stock of the Company has been duly
authorized, constitutes validly issued, fully paid and non-assessable shares
of capital stock of the Company and no personal liability attaches to any of
the shares;
4. The shares of Common Stock issuable pursuant to the Plans, when
issued in accordance with the terms thereof, will be validly issued, fully paid
and non-assessable shares of capital stock of the Company to which no personal
liability will attach; and
5. When sold under circumstances contemplated in the Registration
Statement, the 557,788 share of Common Stock offering by the Selling
Stockholders will be duly authorized, validly issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form S-8 and to the reference, to us under the caption
"Legal Matters" in the Prospectus contained in the Registration Statement and
under the caption "Interests of Named Experts and Counsel" in the Registration
Statement.
Very truly yours,
/s/ Hutchins, Wheeler & Dittmar
Hutchins, Wheeler & Dittmar
AJM/AJH/smd
148367-1
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement of GeoTel Communications Corporation on Form S-8 of our report dated
October 16, 1996, on our audits of the financial statements of GeoTel
Communications Corporation as of December 31, 1995 and September 30, 1996 and
for the year ended December 31, 1995 and the nine months ended September 30,
1996, appearing in the Company's Registration Statement on Form S-1
(333-13263). We also consent to the reference to our firm under the caption
"Experts."
/s/Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
Boston, Massachusetts
February 10, 1997
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on Form S-8 of our
report dated March 21, 1995 included in the Registration Statement on Form S-1
(No. 333-13263) of GeoTel Communications Corporation and to all references to
our firm included in this Registration Statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Boston, Massachusetts
February 10, 1997
148783
