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As filed with the Securities and Exchange Commission on April 2, 1999.
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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<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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Second 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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<CAPTION>
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>
SECOND AMENDED AND RESTATED 1998 NON-EXECUTIVE
EMPLOYEE STOCK OPTION PLAN
Common Stock (Par Value $0.01 Per Share) 231,600 $27.6875 $ 6,412,425 $ 1,783
Common Stock (Par Value $0.01 Per Share) 72,100 $37.75 $ 2,721,775 $ 757
Common Stock (Par Value $0.01 Per Share) 68,250 $35.25 $ 2,405,813 $ 669
Common Stock (Par Value $0.01 Per Share) 10,350 $38.6875 $ 400,416 $ 112
Common Stock (Par Value $0.01 Per Share) 25,500 $38.25 $ 975,375 $ 272
Common Stock (Par Value $0.01 Per Share) 29,600 $41.8125 $ 1,237,650 $ 344
Common Stock (Par Value $0.01 Per Share) 34,900 $42.375 $ 1,478,888 $ 412
Common Stock (Par Value $0.01 Per Share) 527,700 $44.15625(1) $23,302,245 $ 6,478
TOTAL: 1,000,000 $38,934,587 $10,827
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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 $44.15625 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 March 26, 1999, 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
The information contained in Part I of the Registration Statement on Form S-8,
SEC File No. 333-62777 as pertains to the Amended and Restated 1998
Non-Executive Employee Stock Option Plan is incorporated by reference into this
Registration Statement.
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 in this Registration Statement by reference as of their respective
dates:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998 filed pursuant to the Exchange Act which contains
audited financial statements for the fiscal year ended December 31, 1998 (File
No. 001-12299).
(b) 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.
(c) 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 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.
The information contained in Part II of the Registration Statement on Form S-8,
SEC File No. 333-62777 as pertains to the Amended and Restated 1998
Non-Executive Employee Stock Option Plan is incorporated by reference into this
Registration Statement.
Item 8. EXHIBITS.
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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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 City of Lowell, Commonwealth
of Massachusetts, on this 31st day of March, 1999.
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 March 31, 1999
- ------------------------------- Director (Principal Executive Officer)
John C. Thibault
/s/ Timothy J. Allen Vice President of Finance, Chief Financial March 31, 1999
- ------------------------------- Officer, Treasurer and Secretary (Principal
Timothy J. Allen Financial and Accounting Officer)
/s/ Gary J. Bowen Director March 24, 1999
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Gary J. Bowen
/s/ Alexander V. D'Arbeloff Director March 31, 1999
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Alexander V. d'Arbeloff
/s/ Gardner C. Hendrie Director March 31, 1999
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Gardner C. Hendrie
Director March , 1999
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W. Michael Humphreys
/s/ Louis J. Volpe Senior Vice President of Worldwide Sales March 31, 1999
- ------------------------------- and Marketing, Director
Louis J. Volpe
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT
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
March 31, 1999
GeoTel Communications Corporation
900 Chelmsford Street
Lowell, Massachusetts 01851
Re: Registration Statement on Form S-8 Relating to the Second 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 1,000,000 shares of
Common Stock, par value $0.01 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, a copy 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
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TESTA, HURWITZ & THIBEAULT, LLP
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Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 18, 1999 relating to the
financial statements and financial statement schedule appearing in GeoTel
Communications Corporation's Annual Report on Form 10-K for the year ended
December 31, 1998.
/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
March 31, 1999
