SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ____)*
Periphonics Corporation
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(Name of Corporation)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
714005105
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(CUSIP Number)
Deborah J. Noble
Vice President, Corporate Secretary and Associate General Counsel
Nortel Networks Corporation
8200 Dixie Road, Suite 100
Brampton, Ontario L6T 5P6
Canada
(905) 863-1103
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 24, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. |_|
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
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CUSIP No. 714005105 Page 2 of 16 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Nortel Networks Corporation
62-12-62580
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2 ======================================================================
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
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3
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4 SOURCE OF FUNDS*
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
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NUMBER OF 7 SOLE VOTING POWER
SHARES
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,791,808** (See Items 4 and 5.)
EACH REPORTING
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PERSON 9 SOLE DISPOSITIVE POWER
WITH
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10 SHARED DISPOSITIVE POWER
1,791,808*** (See Items 4 and 5.)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,791,808 (See Items 4 and 5.)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.5% (See Items 4 and 5.)
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
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CUSIP NO. 714005105 PAGE 3 OF 16 PAGES
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** Pursuant to a stockholders agreement (the "Stockholders Agreement"), dated as
of August 24, 1999, among certain stockholders of Periphonics Corporation (as
listed on Schedule A thereto) (the "Stockholder Parties") and Nortel Networks
Corporation, the Stockholder Parties have agreed to vote the 1,791,808 shares of
Periphonics Common Stock over which they have voting power in favor of the
Merger Agreement (as defined in the response to Item 4) and the Merger (as
defined in the response to Item 4) and have granted Nortel Networks Corporation
an irrevocable proxy with respect to such shares.
*** Pursuant to the Stockholders Agreement (but subject to certain exceptions),
the Stockholder Parties may not dispose of the 1,791,808 shares of Periphonics
Common Stock that are directly held by them.
<PAGE>
SCHEDULE 13D
RELATING TO THE COMMON STOCK OF
PERIPHONICS CORPORATION
Item 1. Security and Issuer.
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This Statement on Schedule 13D (this "Statement") relates to the common
stock, par value $.01 per share ("Periphonics Common Stock"), of Periphonics
Corporation, a Delaware corporation ("Periphonics"). The principal executive
offices of Periphonics are located at 4000 Veterans Memorial Highway, Bohemia,
NY 11716.
Item 2. Identity and Background.
------------------------
This Statement is being filed by Nortel Networks Corporation, a Canadian
corporation ("Nortel Networks"). The principal business and principal office of
Nortel Networks are located at 8200 Dixie Road, Suite 100, Brampton, Ontario L6T
5P6, Canada. Nortel Networks is a leading global supplier of data and telephony
network solutions and services. Its business consists of the design,
development, manufacture, marketing, sale, financing, installation, servicing
and support of data and telephony networks for public and private institutions;
local, long-distance, personal communications services and cellular mobile
communications companies; cable television companies; Internet service
providers; and utilities.
BCE Inc. ("BCE"), a Canadian corporation, and Canada's largest
telecommunications company, holds directly or indirectly, 39.8% of the issued
and outstanding common shares of Nortel Networks. Four directors who sit on
BCE's Board of Directors, one of whom is an officer of BCE, serve as directors
of Nortel Networks. The information concerning BCE and its directors and
executive officers is included solely because, by virtue of the relationships
described above, BCE may be deemed to control Nortel Networks.
(a)-(c); (f) The name, business address, present principal occupation or
employment, and the name and principal business of any corporation or other
organization in which such employment is conducted of each of the directors and
executive officers of Nortel Networks and BCE is set forth in Schedule I and
Schedule II hereto, respectively, which are incorporated herein by reference.
The citizenship of each person listed in Schedule I and Schedule II is indicated
thereon.
(d)-(e) During the last five years, neither Nortel Networks nor, to the
knowledge of Nortel Networks, BCE or any of the persons listed on Schedule I
hereto (i) has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
--------------------------------------------------
As more fully described below, pursuant to the terms of the Stock Option
Agreement (as defined in the response to Item 4), Nortel Networks will have the
right, upon the occurrence of certain events specified therein, to purchase from
time to time up to 2,634,131 shares of Periphonics Common Stock (subject to
adjustment as provided in the Stock Option Agreement) at a price of $29.23 per
share. If Nortel Networks purchases Periphonics Common Stock pursuant to the
Stock Option Agreement, Nortel Networks anticipates that the funds to finance
such purchase would come from working capital, although no definitive
determination has been made at this time as to the source of such funds.
However, pursuant to the terms of the Stock Option Agreement, Nortel Networks
can choose to perform a cashless exercise of the Option (as defined in the
response to Item 4), requiring no funds to gain the benefits of the Option.
As described in the response to Item 4, the Stockholder Parties (as defined
in the response to Item 4) have entered into the Stockholders Agreement with
Nortel Networks pursuant to which the Stockholder Parties have agreed to vote
the 1,791,808 shares of Periphonics Common Stock over which they have voting
power in favor of adoption of the Merger Agreement and approval of the Merger,
and have granted to Nortel Networks an irrevocable proxy with respect to such
shares for such purpose. In addition, subject to certain exceptions, the
Stockholder Parties have agreed not to dispose of the shares of Periphonics
Common Stock held by them.
Item 4. Purpose of Transaction.
-----------------------
MERGER AND MERGER AGREEMENT
On August 24, 1999, Nortel Networks, Periphonics and North Subsidiary,
Inc., a Delaware corporation and a wholly-owned subsidiary of Nortel Networks
("Merger Sub"), entered into an Agreement and Plan of Merger, dated as of August
24, 1999 (the "Merger Agreement"), a copy of which is incorporated herein by
reference as Exhibit 1. The Merger Agreement provides, among other things, for
either (i) the merger of Merger Sub with and into Periphonics with Periphonics
being the corporation surviving the merger (the "Surviving Corporation") or (ii)
the merger of Periphonics with and into Merger Sub with Merger Sub being the
Surviving Corporation (either (i) or (ii), the "Merger").
Pursuant to the Merger Agreement, at the Effective Time (as defined in the
Merger Agreement), each share of Periphonics Common Stock issued and outstanding
immediately prior to the Effective Time (excluding those held in the treasury of
Periphonics, by any subsidiary of Periphonics or by Nortel Networks or any
subsidiaries of Nortel Networks (collectively, the "Excluded Shares")) will
cease to exist and be converted into the right to receive a fraction of a common
share, without par value, of Nortel Networks (the "Nortel Networks Common
Shares"), equal to the Exchange Ratio. "Exchange Ratio" means the fraction
obtained by dividing $29.23 by the Average Nortel Networks Trading Price (the
average of the last sales prices per share of Nortel Networks Common Shares on
the NYSE Composite Tape for the 10 consecutive trading days ending on the
trading day which is two trading days prior to the Effective Date) and rounding
the result to the nearest hundredth, except that if such fraction is less than
0.62 then the Exchange Ratio shall be 0.62, and if such fraction is more than
0.76 then the Exchange Ratio shall be 0.76. The Merger Agreement provides that
the Exchange Ratio shall be subject to adjustment in the event of a stock split,
stock dividend or similar transaction with respect to the Nortel Networks Common
Shares. The Merger Agreement also provides that each Excluded Share will be
canceled and retired without the payment of any consideration therefor.
At the Effective Time, Periphonics will become a wholly-owned subsidiary of
Nortel Networks. As a consequence of the Merger, Nortel Networks will own 100%
of the Periphonics Common Stock. The Periphonics Common Stock will be delisted
from trading on the Nasdaq National Market of The Nasdaq Stock Market, Inc. and
Periphonics will no longer be required to file periodic reports under Section
12(b) of the Securities Exchange Act of 1934 (the "Exchange Act").
Consummation of the Merger is subject to the satisfaction or waiver at or
prior to the Effective Time of certain conditions, including, but not limited
to, approval of the Merger and the Merger Agreement by the holders of shares of
Periphonics Common Stock, expiration or termination of the applicable waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended (the "HSR Act"), approval of listing of the Nortel Networks Common
Shares on the New York, Toronto and Montreal Stock Exchanges and other customary
conditions.
Pursuant to the Merger Agreement, (i) the certificate of incorporation and
the by-laws of Merger Sub as in effect immediately prior to the Effective Time
will be the certificate of incorporation and by-laws of the Surviving
Corporation, (ii) the directors of Merger Sub immediately prior to the Effective
Time shall be the directors of the Surviving Corporation until their successors
have been duly elected and qualified or until their resignation or removal and
(iii) the officers of Periphonics immediately prior to the Effective Time shall
continue to serve as the officers of the Surviving Corporation until their
successors have been duly elected and qualified or appointed or until their
resignation or removal.
The Merger Agreement contains certain customary restrictions on the conduct
of the business of Periphonics pending the Merger, including, without
limitation, not declaring, setting aside or paying any dividend or distribution
on any capital stock.
STOCK OPTION AGREEMENT
As a condition and inducement to Nortel's entering into the Merger
Agreement, concurrently with the execution of the Merger Agreement, Nortel
Networks and Periphonics entered into a Stock Option Agreement, dated as of
August 24, 1999 (the "Stock Option Agreement"), a copy of which is incorporated
herein by reference as Exhibit 2. Pursuant to the Stock Option Agreement,
Periphonics granted Nortel Networks an irrevocable option (the "Option") to
purchase, pursuant to the terms and conditions thereof, up to 2,634,131 (subject
to adjustment as provided in the Stock Option Agreement) fully paid and
nonassessable shares of Periphonics Common Stock at a price of $29.23 per share
(the "Option Price"). The Stock Option Agreement provides that Nortel Networks
may exercise the Option in whole or in part at any time from time to time
following the occurrence of a Triggering Event (as defined below) by delivering
a written notice to Periphonics in accordance with the terms of the Stock Option
Agreement. The right to exercise the Option shall terminate upon the occurrence
of an Exercise Termination Event, which shall mean each of the following: (i)
the Effective Time, (ii) termination of the Merger Agreement in accordance with
the provisions thereof if such termination occurs prior to the occurrence of an
Initial Triggering Event (as defined below), except a termination by Nortel
Networks pursuant to Section 8.01(b) of the Merger Agreement as a result of a
breach of a covenant by Periphonics or a breach of a representation by
Periphonics, (iii) the passage of 12 months after termination of the Merger
Agreement if such termination (A) follows or is concurrent with the occurrence
of an Initial Triggering Event or (B) is a termination by Nortel Networks
pursuant to Section 8.01(b) of the Merger Agreement as a result of a breach of a
covenant by Periphonics or a breach of a representation by Periphonics; or (iv)
the receipt by Nortel Networks (pursuant to its request) of the sum of $15
million in respect of the Termination Fee (as defined in the Merger Agreement).
"Initial Triggering Event" means any of the following events or
transactions: (i) Periphonics or any of its subsidiaries, without having
received Nortel Networks' prior written consent, shall have entered into an
agreement to engage in an Acquisition Transaction (as defined below) with any
person other than Nortel Networks or any of its subsidiaries or the Board of
Directors of Periphonics shall have recommended that the stockholders of
Periphonics approve or accept any Acquisition Transaction; (ii) Periphonics or
any of its subsidiaries, without having received Nortel Networks' prior written
consent, shall have authorized, recommended, proposed or publicly announced its
intention to authorize, recommend or propose, to engage in an Acquisition
Transaction with any person other than Nortel Networks or a subsidiary thereof
or shall have authorized or engaged in, or announced its intention to authorize
or engage in, any negotiations regarding an Acquisition Transaction with any
person other than Nortel Networks or a subsidiary thereof, or the Board of
Directors of Periphonics shall have failed to recommend or shall have publicly
withdrawn or modified, or publicly announced its intention to withdraw or
modify, in any manner adverse to Nortel Networks, its recommendation that the
stockholders of Periphonics approve the Merger; (iii) the stockholders of
Periphonics shall have voted and failed to approve the Merger at a meeting which
has been held for that purpose or any adjournment or postponement thereof, or
such meeting shall not have been held in violation of the Merger Agreement or
shall have been canceled prior to termination of the Merger Agreement if, prior
to such meeting (or if such meeting shall not have been held or shall have been
canceled, prior to such termination), any person (other than Nortel Networks or
a subsidiary thereof) shall have made a proposal to Periphonics or its
stockholders by public announcement or written communication that is or becomes
the subject of public disclosure to engage in an Acquisition Transaction;
(iv)(a) any person other than Nortel Networks, any subsidiary of Nortel Networks
or any party to the Stockholders Agreement shall have acquired beneficial
ownership or the right to acquire beneficial ownership of 20% or more of the
then outstanding shares of Common Stock of Periphonics or (b) any group (the
term "group" having the meaning assigned in Section 13(d)(3) of the Exchange
Act), other than a group of which Nortel Networks or any subsidiary thereof is a
member, shall have been formed that beneficially owns 20% or more of the shares
of Common Stock of Periphonics then outstanding; (v) any person other than
Nortel Networks or any subsidiary thereof shall have made a bona fide proposal
to Periphonics or its stockholders to engage in an Acquisition Transaction and
such proposal shall have become publicly known; (vi) Periphonics shall have
breached any covenant or obligation contained in the Merger Agreement in
anticipation of engaging in an Acquisition Transaction and such breach (x) would
entitle Nortel Networks to terminate the Merger Agreement and (y) shall not have
been cured prior to the Notice Date (as defined in the Stock Option Agreement);
or (vii) any person other than Nortel Networks or any subsidiary thereof, other
than in connection with a transaction to which Nortel Networks has given its
prior written consent, shall have filed with any federal or state regulatory or
governmental authority an application for approval or notice of intention to
engage in an Acquisition Transaction.
"Acquisition Transaction" means (w) a merger or consolidation, or any
similar transaction, involving Periphonics, (x) a purchase, lease or other
acquisition or assumption of all or more than 20% of the consolidated assets of
Periphonics (including by way of merger, consolidation, share exchange or
otherwise involving any subsidiary of Periphonics), (y) a purchase or other
acquisition (including by way of merger, consolidation, share exchange or
otherwise) of beneficial ownership of securities representing 20% or more of the
voting power of Periphonics, or (z) any substantially similar transaction;
provided, however, that in no event shall any merger, consolidation, purchase or
similar transaction involving only Periphonics and one or more of its
wholly-owned subsidiaries or involving only any two or more of such wholly-owned
subsidiaries, be deemed to be an Acquisition Transaction, if such transaction is
not entered into in violation of the terms of the Merger Agreement.
An Initial Triggering Event together with a Subsequent Triggering Event
causes a "Triggering Event." "Subsequent Triggering Event" means either of the
following events or transactions: (i) the acquisition by any person or by a
group other than Nortel Networks or any subsidiary of Nortel Networks or persons
party to the Stockholders Agreement (provided that the Stockholders Agreement
remains in full force and effect and such persons are not claiming that the
Stockholders Agreement is not in full force and effect) of beneficial ownership
of 25% or more of the then outstanding Common Stock of Periphonics; or (ii) the
occurrence of the Initial Triggering Event described in clause (iv) of the above
paragraph, except that the references to 20% in clause (x) and clause (y) shall
each be deemed to be a reference to 25%.
Upon the occurrence of any Subsequent Triggering Event that occurs prior to
an Exercise Termination Event, Periphonics shall, subject to Section 6(d) of the
Stock Option Agreement, at the request of Nortel Networks delivered within
twelve (12) months of such Subsequent Triggering Event (whether on its own
behalf or on behalf of any subsequent holder of the Option (or part thereof) or
any of the shares of Common Stock of Periphonics issued pursuant to the Stock
Option Agreement), promptly prepare, file and keep current a shelf registration
statement under the Securities Act of 1933 covering the Option and any shares
issued and issuable pursuant to the Option and shall use its reasonable best
efforts to cause such registration statement to become effective and remain
current in order to permit the sale or other disposition of the Option and any
shares of Common Stock of Periphonics issued upon total or partial exercise of
the Option ("Option Shares") in accordance with any plan of disposition
requested by Nortel Networks. Periphonics will use its reasonable best efforts
to cause such registration statement promptly to become effective and then to
remain effective for a period not in excess of 180 days from the day such
registration statement first becomes effective or such shorter time as may be
reasonably necessary, in the judgment of Nortel Networks or the Holder, to
effect such sales or other dispositions. Nortel Networks shall have the right to
demand two such registrations.
Periphonics has agreed that upon the occurrence of a Repurchase Event (as
defined below) and ending 12 months thereafter, (i) at the written request of a
Holder (as defined in the Stock Option Agreement) delivered prior to an Exercise
Termination Event, to repurchase the Option from such Holder at a price equal to
the amount by which (A) the market/offer price (as defined in the Stock Option
Agreement) exceeds (B) the Option Price, multiplied by the number of shares for
which the Option may then be exercised, and (ii) at the request of the owner of
Option Shares from time to time (the "Owner"), delivered in writing prior to an
Exercise Termination Event, Periphonics shall repurchase such number of the
Option Shares from the Owner as the Owner shall designate at a price equal to
the market/offer price multiplied by the number of Option Shares so designated.
A "Repurchase Event" shall be deemed to have occurred (i) upon the consummation
of any merger, consolidation or similar transaction involving Periphonics or any
purchase, lease or other acquisition of all or a majority of the assets of
Periphonics on a consolidated basis, other than any such transaction which would
not constitute an Acquisition Transaction (as defined in the Stock Option
Agreement) pursuant to the proviso to Section 2(b)(i) of the Stock Option
Agreement or (ii) upon the acquisition by any person of beneficial ownership of
50% or more of the then outstanding shares of Common Stock of Periphonics;
provided that no such event shall constitute a Repurchase Event unless a
Subsequent Triggering Event shall have occurred prior to an Exercise Termination
Event.
Notwithstanding any other provision of the Stock Option Agreement, the
Option may not be exercised so as to result in a Total Profit (as defined in the
Stock Option Agreement) derived from shares acquired pursuant to the Option that
exceeds $16.5 million.
STOCKHOLDERS AGREEMENT
As a further condition and inducement to Nortel's entering into the Merger
Agreement, concurrently with the execution of the Merger Agreement and the Stock
Option Agreement, Nortel Networks entered into the Stockholders Agreement with
the stockholders listed on Schedule A thereto (the "Stockholder Parties"), a
copy of which is incorporated herein by reference as Exhibit 3. Pursuant to the
Stockholders Agreement, the Stockholder Parties have agreed to vote, or if
applicable, give consents with respect to, the 1,791,808 shares of Periphonics
Common Stock held by them in favor of the Merger Agreement and the Merger, and
have granted to Nortel Networks an irrevocable proxy with respect to such
shares. In addition, subject to certain exceptions, the Stockholder Parties have
agreed not to dispose of their Periphonics Common Stock (subject to certain
exceptions). The Stockholders Agreement will terminate on the earliest of (a)
the Effective Time (as defined in the Merger Agreement), (b) termination of the
Merger Agreement as a result of a breach by Nortel Networks (subject to certain
limitations) and (c) 30 days following termination of the Merger Agreement (if
otherwise terminated).
The foregoing summaries of the Merger Agreement, the Stock Option Agreement
and the Stockholders Agreement do not purport to be complete and are qualified
in their entirety by reference to the text of such agreements incorporated by
reference as Exhibits 1, 2 and 3 hereto, respectively.
Except as set forth in this Statement, the Merger Agreement, the Stock
Option Agreement or the Stockholders Agreement, neither Nortel Networks nor, to
the best of Nortel Networks' knowledge, BCE or any of the individuals named in
Schedule I or Schedule II hereto has any plans or proposals which relate to or
which would result in or relate to any of the actions specified in subparagraphs
(a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
-------------------------------------
(a) - (b) By reason of its execution of the Stock Option Agreement, Nortel
Networks may be deemed to have beneficial ownership of, and sole voting and
dispositive power with respect to, the shares of Periphonics Common Stock
subject to the Option and, accordingly, might be deemed as a result of the Stock
Option Agreement to beneficially own 2,634,131 shares of Periphonics Common
Stock (approximately 16.6% of the outstanding Periphonics Common Stock, based
upon (i) the 13,236,840 shares of Periphonics Common Stock outstanding on August
20, 1999, as represented to Nortel Networks by Periphonics in the Merger
Agreement, plus (ii) an additional 2,634,131 shares that Periphonics will issue
to Nortel Networks in the event that the Option is exercised). However, Nortel
Networks expressly disclaims any beneficial ownership of the shares of
Periphonics Common Stock which are purchasable by Nortel Networks upon exercise
of the Option on the grounds that the Option is not currently exercisable and
only becomes exercisable upon the occurrence of the events referred to in Item 4
above. If the Option were exercised, Nortel Networks would have the sole right
to vote and to dispose of the shares of Periphonics issued as a result of such
exercise.
In addition, pursuant to the Stockholders Agreement the Periphonics Common
Stock held by the Stockholder Parties may be deemed to be beneficially owned by
the Stockholder Parties and Nortel Networks. Based on the number of shares of
Periphonics Common Stock subject to the Stockholders Agreement, Nortel Networks
may be deemed to beneficially own approximately 13.5% of the outstanding
Periphonics Common Stock as a result of the Stockholders Agreement (based upon
the 13,236,840 shares of Periphonics Common Stock outstanding on August 20,
1999, as represented to Nortel Networks by Periphonics in the Merger Agreement).
The Stockholder Parties and Nortel Networks may be deemed to have shared power
to vote or to direct the vote with respect to the Periphonics Common Stock held
by the Stockholder Parties. The Stockholders Agreement also provides that,
subject to certain exceptions, the Stockholder Parties may not dispose of the
1,791,808 shares of Periphonics Common Stock that constitute the Periphonics
Common Stock held by the Stockholder Parties and because the covenant may be
waived by Nortel Networks, the Stockholder Parties and Nortel Networks may be
deemed to have shared power to dispose or direct the disposition of the
1,791,808 shares of Periphonics Common Stock.
Except as set forth in this Item 5, none of Nortel Networks or, to the best
of Nortel Networks' knowledge, BCE or any of the individuals named in Schedule I
or Schedule II hereto beneficially owns any shares of Periphonics Common Stock.
(c) Except for entering into the agreements described above, neither Nortel
Networks nor, to the best of Nortel Networks' knowledge, BCE or any of the
individuals named in Schedule I or Schedule II hereto, has effected any
transaction in Periphonics Common Stock during the past 60 days.
(d) So long as Nortel Networks has not exercised the Option (and prior to
the consummation of the Merger), Nortel Networks does not have the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, any shares of Periphonics Common Stock.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understanding or Relationships with
Respect to Securities of the Periphonics.
-----------------------------------------
Except as provided in the Merger Agreement, the Stock Option Agreement or
the Stockholders Agreement or as set forth in this Statement, neither Nortel
Networks nor, to the best of Nortel Networks' knowledge, BCE or any of the
individuals named in Schedule I or Schedule II hereto has any contracts,
arrangements, understandings or relationships (legal or otherwise) with any
person with respect to any securities of Periphonics, including, but not limited
to, transfer or voting of any of the securities, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
Item 7. Material To Be Filed as Exhibits.
---------------------------------
Exhibit 1 -- Agreement and Plan of Merger, dated as of August 24, 1999,
among Nortel Networks Corporation, North Subsidiary, Inc. and
Periphonics Corporation. Incorporated herein by reference to
Exhibit 2.1 of the Periphonics Corporation Current Report on
Form 8-K, dated August 27, 1999.
Exhibit 2 -- Stock Option Agreement, dated as of August 24, 1999, between
Nortel Networks Corporation and Periphonics Corporation.
Incorporated herein by reference to Exhibit 99.1 of the
Periphonics Corporation Current Report on Form 8-K, dated
August 27, 1999.
Exhibit 3 -- Stockholders Agreement, dated as of August 24, 1999, between
Nortel Networks Corporation and the stockholders listed on
Schedule A thereto. Incorporated herein by reference to
Exhibit 99.2 of the Periphonics Corporation Current Report on
Form 8-K, dated August 27, 1999.
<PAGE>
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.
Dated: September 3, 1999
Nortel Networks Corporation
By: /s/ Deborah J. Noble
---------------------
Name: Deborah J. Noble
Title: Vice President, Corporate
Secretary and Associate
General Counsel
By: /s/ Blair F. Morrison
---------------------------
By: Blair F. Morrison
Title: Assistant Secretary
<PAGE>
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF
NORTEL NETWORKS CORPORATION
The name, citizenship, present principal occupation or employment, and the
name of any corporation or other organization in which such employment is
conducted, of each of the directors and executive officers of Nortel Networks
Corporation is set forth below. Unless otherwise indicated below, the business
address of each director and executive officer is Nortel Networks Corporation,
8200 Dixie Road, Suite 100, Brampton, Ontario L6T 5P6, Canada.
NAME AND CITIZENSHIP PRESENT PRINCIPAL OCCUPATION
- -------------------- OR EMPLOYMENT
-------------
DIRECTORS
- ---------
Barford, Ralph M. President
Canadian Valleydene Corporation Limited
20 Eglinton Avenue West, Ste. 1903
Toronto, Ontario M4M 4R1
Canada
Blanchard, James J. Verner, Liipfert, Bernhard,
American McPherson and Hand
901-15th Street, N.W., Suite 700
Washington, DC 20005-2301 USA
Carlucci, Frank C. Chairman
American The Carlyle Group
1001 Pennsylvania Avenue N.W.
Washington, DC 20004 USA
(non-executive Chairman of
Nortel Networks Corporation)
Currie, Richard J. President
Canadian George Weston Limited
And Loblaw Companies Limited
22 St. Clair Avenue East
Suite 1901
Toronto, Ontario M4T 2S7
Canada
Fortier, L. Yves Chairman & Senior Partner
Canadian Ogilvy Renault
1981 McGill College Avenue
12th Floor
Montreal, Quebec H3A 3C1
Canada
House, David L. President
American Nortel Networks Corporation
4401 Great America Parkway
Santa Clara, California 95052
USA
Ingram, Robert A. Chairman
American Glaxo Wellcome Inc.
5 Moore Drive
Research Triangle Park, NC 27709
USA
Monty, Jean C. President and Chief Executive Officer
Canadian BCE Inc.
1000 de la Gauchetiere West
Suite 3700
Montreal, Quebec H3B 4Y7
Canada
Pilkington, Sir Antony Retired Chairman
British Pilkington plc
Group Headquarters
Prescot Road, St. Helens
Merseyside, England WA10 3TT
United Kingdom
Roth, John A. Vice-Chairman and Chief Executive
Canadian Officer
Nortel Networks Corporation
Saucier, Guylaine 1321 Sherbrooke Street West
Canadian Suite C-61
Montreal, Quebec H3G 1J4
Canada
Smith, Jr., Sherwood H. Chairman of the Board
American Carolina Power & Light Company
411 Fayetteville Street Mall
Raleigh, North Carolina 27601-1748
USA
Wilson, Lynton R. Chairman (non-executive)
Canadian BCE Inc.
181 Bay Street, Suite 4700
Toronto, Ontario M5J 2T3
Canada
OFFICERS
- --------
Beatty, Douglas C. Vice-President and Controller
Canadian
Buechner, Klaus M. Senior Vice-President, Mergers and
Canadian Acquisitions, Carrier Packet Solutions
Burn, David L. Vice-President, Taxation
Canadian
Chandran, Clarence J. Executive Vice-President and President,
Canadian Carrier Packet Solutions
4006 E. Chapel Hill-Nelson Hwy
Research Triangle Park, North Carolina
27709 USA
Conner, William F. Executive Vice-President and Chief
American Marketing Officer
2375 Glenville Drive
Building B
Richardson, Texas 75082
USA
Craig, John A. Executive Vice-President and President,
Canadian Wireless and Carrier Solutions
5405 Windward Parkway
Alpharetta, Georgia 30004
USA
DeRoma, Nicholas J. Senior Vice-President and General
American Counsel
Desch, Matthew J. Executive Vice-President and President,
American Service Provider Solutions, Europe,
Asia, Africa & Middle East
2221 Lakeside Blvd.
Richardson, Texas 75082-4399
USA
Donahee, Gary R. Senior Vice-President and President,
Canadian Service Provider Solutions, Americas
Maidenhead Office Park
Westacott Way
Maidenhead, Berkshire
England SL6 3QH
United Kingdom
Dunn, Frank A. Senior Vice-President and Chief
Canadian Financial Officer
House, David L. President
American 4401 Great America Parkway
Santa Clara, California 95054
USA
Hunt, Daniel J. Senior Vice-President and President,
American Nortel Networks CALA
1500 Concord Terrace
Sunrise, Florida 33323
USA
Huret, Jerome P. Senior Vice-President, Corporate
French Development
One Curzon Street
London, England W1Y 7FN
United Kingdom
Kaye, Robert B. Vice-President and General Auditor
Canadian
Kerr, Margaret G. Senior Vice-President, Human
Canadian Resources Strategy
Kerr, William R. Senior Vice-President, Finance and
Canadian Business Development
Long, James R. Executive Vice-President and President,
American Enterprise Solutions
Galatyn North
23745A Glenville Drive
Richardson, Texas 75082
USA
MacDonald, Arthur A. Senior Vice-President, Corporate
Canadian Services
Mao, Robert Y.L. Senior Vice-President and President and
American Chief Executive Officer, Nortel
Networks China
3/F Beijing Tower
#10 East Chang'an Avenue
Beijing, Peoples Republic of China
100006
Morrison, Blair F. Assistant Secretary
Canadian
Noble, Deborah J. Vice-President, Corporate Secretary and
Canadian Associate General Counsel
Pahapill, Mary Anne E. Vice-President, Corporate Reporting and
Canadian Assistant Controller
Powell, Keith I. Senior Vice-President, Information
Canadian Systems and Chief Information Officer
Roth, John A. Vice-Chairman and Chief Executive
Canadian Officer
Stevenson, Katharine B. Vice-President and Treasurer
Canadian/American
<PAGE>
SCHEDULE II
DIRECTORS AND EXECUTIVE OFFICERS OF
BCE INC.
The name, citizenship, present principal occupation or employment, and the
name of any corporation or other organization in which such employment is
conducted, of each of the directors and executive officers of BCE Inc. is set
forth below.
NAME AND CITIZENSHIP PRESENT PRINCIPAL OCCUPATION OR
- -------------------- EMPLOYMENT
----------
DIRECTORS
- ---------
Barford, Ralph M. President
Canadian Valleydene Corporation Limited
20 Eglinton Avenue W.
Suite 1903
P.O. Box 2026
Toronto, Ontario M4R 1K8
Canada
Charest, Micheline Chairman & Co - CEO
Canadian CINAR Corporation
1055 Rene-Levesque Blvd. East
Suite 800
Montreal, Quebec H2L 4S5
Canada
Currie, Richard J., C.M. President
Canadian George Weston Limited
22 St. Clair Avenue East
Suite 2001
Toronto, Ontario M4T 2S7
Canada
Guillevin Wood, Jeannine, O.C. Banque Laurentienne
Canadian Chairman of the Board
1981, avenue McGill College, 20e
Montreal, Quebec, H3A 3K3
Canada
Kaufman, Donna S. Lawyer and Corporate Director
Canadian 2 St. Clair Avenue East
Suite 800
Toronto, Ontario M4T 2T5
Canada
Kierans, Thomas B. President and Chief Executive Officer
Canadian C.D. Howe Institute
125 Adelaide Street East
Toronto, Ontario M5C 1L7
Canada
Levitt, Brian M. President and Chief Executive Officer
Canadian Imasco Limited
600, boul. De Maisonneuve Ouest
19e etage
Montreal, Quebec H3A 3K7
Canada
McArthur, John H. Dean Emeritus
Canadian Harvard University Graduate School of
Business Administration
Soldiers Field
Boston, Massachusetts 02163
U.S.A.
Monty, Jean C., C.M. President and Chief Executive Officer
Canadian BCE Inc.
1000, rue de La
Gauchetiere Ouest
Bureau 3800
Montreal, Quebec
H3B 4Y7 Canada
Newall, J. Edward, O.C. Chairman
Canadian Newall & Associates
#2015 Bankers Hall
855 - 2nd Street S.W.
Calgary, Alberta T2P 4J7
Canada
Saint-Pierre, Guy, O.C. President du Conseil
Canadian Groupe SNC-Lavalin Inc.
455, boul. Rene-Levesque Ouest
21e etage
Montreal, Quebec H2Z 1Z3
Canada
Tellier, Paul M., P.C., C.C., C.R. President and Chief Executive Officer
Canadian Canadian National Railway Company
935, rue de La Gauchetiere Ouest
16e etage
Montreal, Quebec H3B 2M9
Canada
Wilson, Lynton R., O.C. Chairman of the Board
Canadian BCE Inc.
181 Bay Street
Suite 4700
P.O. Box 794
Toronto, Ontario
Canada
Young, Victor L., O.C. Chairman and Chief Executive Officer
Canadian Fishery Products International Limited
70 O'Leary Avenue
P.O. Box 550
St. John's, Newfoundland A1C 5L1
Canada
OFFICERS
- --------
Anderson, William D. Chief Financial Officer
Canadian 1000 rue de La Gauchetiere Ouest
Suite 3700
Montreal, Quebec H3B 4Y7
Canada
Lessard, Pierre N. VP and Treasurer
Canadian 1000 rue de La Gauchetiere Ouest
Suite 3700
Montreal, Quebec H3B 4Y7
Canada
Monty, Jean C. President and C.E.O.
Canadian 1000 rue de La Gauchetiere Ouest
Suite 3700
Montreal, Quebec H3B 4Y7
Canada
Nicholson, Peter J. Chief Strategy Officer
Canadian 1000 rue de La Gauchetiere Ouest
Suite 3700
Montreal, Quebec H3B 4Y7
Canada
Pickford, Barry W. VP Taxation
Canadian 1000 rue de La Gauchetiere Ouest
Suite 3700
Montreal, Quebec H3B 4Y7
Canada
Ryan, Marc J. Corporate Secretary
Canadian 1000 rue de La Gauchetiere Ouest
Suite 3700
Montreal, Quebec H3B 4Y7
Canada
Turcotte, Martine Chief Legal Officer
Canadian 1000 rue de La Gauchetiere Ouest
Suite 3700
Montreal, Quebec H3B 4Y7
Canada
