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As filed with the Securities and Exchange Commission on September 2, 1998.
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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GEOTEL COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
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<CAPTION>
<S> <C>
Delaware 04-3194255
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
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Cross Point
900 Chelmsford Street
Lowell, Massachusetts 01851
(978) 275-5100
(Address of Principal Executive Offices) (Zip Code)
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Amended and Restated 1998 Non-Executive Employee Stock Option Plan
(Full title of the plan)
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John C. Thibault
Chief Executive Officer and President
GeoTel Communications Corporation
Cross Point
900 Chelmsford Street
Lowell, Massachusetts 01851
(978) 275-5100
(Name and address including zip code and telephone number,
including area code, of agent for service)
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Copy to:
Mark J. Macenka, Esq.
TESTA, HURWITZ & THIBEAULT, LLP
High Street Tower, 125 High Street
Boston, Massachusetts 02110
(617) 248-7000
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Securities to be Price Per Offering Registration
to be Registered Registered Share Price Fee
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<S> <C> <C> <C> <C>
1998 NON-EXECUTIVE EMPLOYEE STOCK
OPTION PLAN
Common Stock (Par Value $.01 Per Share) 169,500 $24.75 (1) $4,195,125 $1,238
Common Stock (Par Value $.01 Per Share) 8,500 $28.1565(1) $ 239,330 $ 71
Common Stock (Par Value $.01 Per Share) 31,300 $30.375 (1) $ 950,738 $ 280
Common Stock (Par Value $.01 Per Share) 18,350 $31.6875(1) $ 581,466 $ 172
Common Stock (Par Value $.01 Per Share) 23,400 $35.9375(1) $ 840,938 $ 248
Common Stock (Par Value $.01 Per Share) 13,000 $40.0625(1) $ 520,813 $ 154
Common Stock (Par Value $.01 Per Share) 20,700 $44.8125(1) $ 927,619 $ 274
Common Stock (Par Value $.01 Per Share) 17,300 $47.0320(1) $ 813,654 $ 240
Common Stock (Par Value $.01 Per Share) 21,000 $37.8125(1) $ 794,063 $ 234
Common Stock (Par Value $.01 Per Share) 176,950 $37.8125(2) $6,690,922 $1,974
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TOTAL: 500,000 $4,885
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(1) All such shares are issuable upon exercise of outstanding options with
fixed exercise prices. Pursuant to Regulation C, Rule 457(h)(1) under the
Securities Act of 1933, as amended, the aggregate offering price and the
fee have been computed upon the basis of the price at which the options
may be exercised.
(2) The price of $37.8125 per share, which is the average of the high and low
prices of the common stock of the registrant reported on the Nasdaq
National Market on August 31, 1998, is set forth solely for purposes of
calculating the filing fee pursuant to Rule 457(c) and (h) and has been
used only for those shares without a fixed exercise price.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. PLAN INFORMATION.
The documents containing the information specified in this Item 1 will be
sent or given to employees as specified by Rule 428(b)(1). In accordance with
the rules and regulations of the Securities and Exchange Commission (the
"Commission") and the instructions to Form S-8, such documents are not being
filed with the Commission either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424.
Item 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
The documents containing the information specified in this Item 2 will be
sent or given to employees as specified by Rule 428(b)(1). In accordance with
the rules and regulations of the Commission and the instructions to Form S-8,
such documents are not being filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant with the Commission
pursuant to the Securities Exchange Act of 1934 (the "Exchange Act"), are
incorporated by reference in this Registration Statement:
(a) Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997, as amended, filed pursuant to the Exchange Act
which contains audited financial statements for the fiscal year ended
December 31, 1997 (File No. 001-12299);
(b) Registrant's Quarterly Report on Form 10-Q for each of the fiscal
quarters ended March 31, 1998, and June 30, 1998 filed pursuant to the
Exchange Act (File No. 001-12299);
(c) All other documents filed by the Registrant pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year covered
by the annual report referred to in (a) above; and
(d) The section entitled "Description of Registrant's Securities to be
Registered," contained in the Registrant's Registration Statement on
Form 8-A, filed on October 9, 1996 pursuant to Section 12(b) of the
Exchange Act (File No. 000-21761).
All documents subsequently filed with the Commission 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
offered herein have been sold or which deregisters all securities then
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remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a 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.
The Delaware General Corporate Law and the Company's Restated
Certificate of Incorporation and Amended and Restated By-laws 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, action that the
indemnitee has no reasonable chance to believe was unlawful.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS.
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EXHIBIT NO. DESCRIPTION OF EXHIBIT
Exhibit 5.1 Opinion of Testa, Hurwitz & Thibeault, LLP (filed herewith).
Exhibit 23.1 Consent of Testa, Hurwitz & Thibeault, LLP (contained in Exhibit 5.1).
Exhibit 23.2 Consent of PricewaterhouseCoopers LLP (filed herewith).
Exhibit 24.1 Power of Attorney (included as part of the signature page to this Registration Statement).
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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 including 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 of 1933, each such post-effective amendment
shall be deemed to be a new
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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 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.
(c) 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
foregoing provisions, 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 of 1933 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.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
GeoTel Communications Corporation, 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 Town of Lowell, Commonwealth of
Massachusetts, on this 31 day of August, 1998.
GEOTEL COMMUNICATIONS CORPORATION
By: /s/ John C. Thibault
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John C. Thibault
Chief Executive Officer
and President
POWER OF ATTORNEY
We, the undersigned officers and directors of GeoTel Communications
Corporation., hereby severally constitute and appoint John C. Thibault and
Timothy J. Allen, and each of them singly, our true and lawful attorneys, with
full power to them and each of them singly, to sign for us in our names in the
capacities indicated below, any amendments to this Registration Statement on
Form S-8 (including post-effective amendments), and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, and generally to do all things in our names
and on our behalf in our capacities as officers and directors to enable GeoTel
Communications Corporation to comply with the provisions of the Securities Act
of 1933, as amended, hereby ratifying and confirming our signatures as they may
be signed by our said attorneys, or any of them, to said Registration Statement
and all amendments thereto.
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.
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SIGNATURE TITLE(S) DATE
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<S> <C> <C>
/s/ John C. Thibault Chief Executive Officer, President and August 31, 1998
- --------------------------- Director (principal executive officer)
John C. Thibault
/s/ Timothy J. Allen Vice President of Finance, Chief Financial August 31, 1998
- --------------------------- Officer, Treasurer and Assistant Secretary
Timothy J. Allen (principal financial and accounting officer)
Director August ___, 1998
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Gary Bowen
Director August ___, 1998
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Alexander V. d'Arbeloff
/s/ Gardner C. Hendrie Director August 31, 1998
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Gardner C. Hendrie
/s/ W. Michael Humphreys Director August 31, 1998
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W. Michael Humphreys
/s/ Louis J. Volpe Senior Vice President of Worldwide Sales and August 31, 1998
- --------------------------- Marketing, Director
Louis J. Volpe
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT PAGE NUMBER
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5.1 Opinion of Testa, Hurwitz & Thibeault, LLP
23.1 Consent of Testa, Hurwitz & Thibeault, LLP
(contained in Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP
24.1 Power of Attorney (included as part of the signature
page to this Registration Statement)
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Exhibit 5.1
September 2, 1998
GeoTel Communications Corporation
900 Chelmsford Street
Lowell, Massachusetts 01851
Re: Registration Statement on Form S-8 Relating to the Amended and
Restated 1998 Non-Executive Employee Stock Option Plan (the "Plan")
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Dear Sir or Madam:
Reference is made to the above-captioned Registration Statement on Form S-8
(the "Registration Statement") filed by GeoTel Communications Corporation (the
"Company") on the date hereof with the Securities and Exchange Commission under
the Securities Act of 1933 relating to an aggregate of 500,000 shares of Common
Stock, par value $.01 per share, of the Company issuable pursuant to the Plan
(the "Shares").
We have examined, and are familiar with, and have relied as to factual
matters solely upon, copies of the Plan, the Restated Certificate of
Incorporation and the Amended and Restated By-Laws of the Company, the minute
books and stock records of the Company and originals of such other documents,
certificates and proceedings as we have deemed necessary for the purpose of
rendering this opinion.
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and, when issued and paid for in accordance with the terms of
the Plan and the terms of any agreement relating to any of the options granted
thereunder, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ Testa, Hurwitz & Thibeault, LLP
TESTA, HURWITZ & THIBEAULT, LLP
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Exhibit 23.2
CONSENT OF PRICEWATERHOUSECOOPERS LLP, INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement of
GeoTel Communications Corporation on Form S-8 of our report dated January 20,
1998 on our audits of the consolidated financial statements of GeoTel
Communications Corporation as of December 31, 1997 and December 31, 1996 and for
each of the three years in the period ended December 31, 1997, which report is
included in the Company's 1997 Annual Report on Form 10-K, as amended.
/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
September 1, 1998
