<PAGE> 1
As filed with the Securities and Exchange Commission on October 3, 1996
REGISTRATION STATEMENT NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------
BROOKTROUT TECHNOLOGY, INC.
(Exact name of Registrant as specified in its charter)
Massachusetts 04-2184792
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
410 FIRST AVENUE
NEEDHAM, MA 02194
(617) 449-4100
(Address, including zip code, and telephone number, including area code of
Registrant's principal executive offices)
-------------------------------
ERIC R. GILER
President
BROOKTROUT TECHNOLOGY, INC.
410 First Avenue
Needham, MA 02194
(617) 449-4100
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
----------------------------
With a copy to:
THOMAS P. STORER, P.C.
GOODWIN, PROCTER & HOAR LLP
Exchange Place
Boston, Massachusetts 02109-2881
(617) 570-1000
----------------------------
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the Registration Statement becomes effective.
-----------------------------
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
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
reinvestment 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. / /
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. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
<TABLE>
CALCULATION OF REGISTRATION FEE
==============================================================================================================================
Title of Each Class of Securities Amount to be Proposed Maximum Offering Proposed Maximum Aggregate Amount of
Being Registered Registered Price Per Share (1) Offering Price (1) Registration Fee
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 114,254 shares $34.00 $3,884,636 $1,177.16
per share ....................
==============================================================================================================================
<FN>
(1) Based upon the average of the high and low sale prices reported on the
Nasdaq National Market System on September 26, 1996, and estimated solely
for the purpose of calculating the registration fee pursuant to Rule 457(c)
of the Securities Act of 1933, as amended.
</TABLE>
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
================================================================================
<PAGE> 2
[SET VERTICALLY ON LEFT SIDE OF PAGE:
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.]
SUBJECT TO COMPLETION, DATED OCTOBER 3, 1996
PRELIMINARY PROSPECTUS
114,254 Shares
BROOKTROUT TECHNOLOGY, INC.
Common Stock
-------------------
All of the shares of common stock, $.01 par value per share (the "Common
Stock"), offered hereby (the "Shares") are being registered for the account of
certain stockholders of Brooktrout Technology, Inc. ("Brooktrout" or the
"Company"), or their pledgees, named herein (collectively, the "Selling
Stockholders"). See "Plan of Distribution" and "Selling Stockholders."
Each of the Selling Stockholders, directly or through agents, dealers or
underwriters designated from time to time, may sell all or a portion of the
Shares offered hereby from time to time on terms to be determined at the time of
sale. To the extent required by law, the specific Shares to be sold, the names
of the Selling Stockholders, the respective purchase prices and public offering
prices, the names of any such agent, dealer or underwriter, and any applicable
commissions or discounts with respect to a particular offer will be set forth in
an accompanying Prospectus Supplement. See "Plan of Distribution." Each Selling
Stockholder reserves the sole right to accept and, together with such Selling
Stockholder's agents, dealers or underwriters from time to time, to reject, in
whole or in part, any proposed purchase of Shares to be made directly or through
agents, dealers or underwriters.
The aggregate proceeds to the Selling Stockholders from the sale of the
Shares offered hereby (the "Offering") will be the purchase price of the Shares
sold less the aggregate agents' commissions and underwriters' discounts, if any,
and other expenses of issuance and distribution not borne by the Company. The
Company will pay all of the expenses of the Offering other than agents'
commissions and underwriters' discounts with respect to the Shares offered
hereby and transfer taxes, if any. The Company will not receive any proceeds
from the sale of the Shares offered hereby by the Selling Stockholders.
The Selling Stockholders and any agents, dealers or underwriters that
participate with the Selling Stockholders in the distribution of the Shares may
be deemed to be "underwriters" within the meaning of the Securities Act of 1933,
as amended (the "Securities Act"), in which case any commissions received by
such agents, dealers or underwriters and any profit on the resale of the Shares
purchased by them may be deemed underwriting commissions or discounts under the
Securities Act. See "Plan of Distribution" for indemnification arrangements
between the Company and the Selling Stockholders.
The Common Stock is included in the Nasdaq Stock Market's National Market
(the "Nasdaq National Market") under the symbol "BRKT." On October 1, 1996, the
last reported sales price for the Common Stock on the Nasdaq National Market was
$35.50 per share.
SEE "RISK FACTORS" ON PAGES 2 TO 6 FOR A DISCUSSION OF CERTAIN MATERIAL
FACTORS THAT SHOULD BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE COMMON
STOCK OFFERED HEREBY.
-------------------
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.
-------------------
The date of this Prospectus is October __, 1996
<PAGE> 3
RISK FACTORS
This Prospectus contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act and Section 21E of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). These statements include,
among others, statements regarding trends, opportunities and growth projections
in the electronic messaging industry, statements regarding the Company's
prospects and growth opportunities in certain segments within the electronic
messaging industry, statements regarding future allocations for research and
development, statements regarding future competition, statements regarding
certain legal proceedings, statements regarding shipments of backlog, and
statements regarding existing facilities. Actual results could differ materially
from those projected in the forward-looking statements as a result of certain
uncertainties set forth below and elsewhere in this Prospectus. Investors should
carefully consider the following factors, in addition to the other information
contained in this Prospectus, in connection with investments in the shares of
Common Stock offered hereby.
RELIANCE ON LUCENT TECHNOLOGIES, INC. Since 1990, AT&T has been the
Company's largest customer. Revenue from sales to AT&T accounted for 58%, 53%,
36% and 26% of the Company's total revenue in 1993, 1994, 1995 and the first
quarter of 1996, respectively. The Company has sold a variety of products to a
number of separate business units within AT&T, although sales of voice mail
systems accounted for more than 80% of the Company's revenue from AT&T in the
last three years. On April 3, 1996, AT&T completed an initial public offering of
Lucent Technologies, Inc. ("Lucent") and announced its intent to spin off to its
shareholders the remaining interest in the company by December 1996. The
divisions which represented the Company's principal customers within AT&T were
transferred to Lucent, although the Company retained some business with AT&T.
Lucent is the Company's sole customer for its voice mail system products. The
Company does not anticipate that the spin-off will have any substantial effect
on its sales to the divisions of AT&T that were transferred to Lucent. No
assurance can be given, however, that Lucent will continue to generate the same
quantity or quality of business for the Company as was generated prior to the
spin-off from AT&T. Moreover, no assurance can be given that Lucent will
continue to use the Company as its principal supplier of voice
messaging/automated attendant systems for small business use or that the Company
will be able to maintain its current level of profit margins in its sales to
Lucent. Any material loss of the revenue currently derived from sales to Lucent
and its former parent AT&T would have a material adverse effect on the Company's
business.
RAPIDLY CHANGING MARKETS. The Company provides products that enable its
customers to develop new services and systems for electronic messaging
applications in telecommunications and networking environments. The
telecommunications and networking industries are subject to rapid evolution
driven by the availability of new technologies, the emergence of new
applications and the initiatives of industry participants. The Company's success
depends on its ability to identify emerging applications of its technologies,
understand the role of competing technologies and develop innovative, high-value
products to meet the needs of service providers and system vendors delivering
solutions to end users. The Company works closely with its present and
prospective customers and relies on various sources of information, including
market research provided by research firms, in order to identify emerging
applications. There can be no assurance that the information collected by the
Company will be accurate or that the market developments that are anticipated to
create demand for the Company's products will occur. For example, the Company
plans to market various products for use in conjunction with the Internet. The
Internet, however, may not prove to be a viable commercial network for numerous
reasons, including, without limitation, inadequate development of the necessary
infrastructure, reluctance of corporations to deploy new applications on the
Internet or availability of more attractive, substitute networks. Failure of
such a marketplace to develop, or if developed to offer commercially viable
opportunities, could have an adverse effect on the Company's business, financial
condition and results of operations.
TECHNOLOGICAL CHANGE. The Company's success depends upon it ability to
enhance its existing products and to develop and introduce on a timely basis new
products that accommodate advances in technology and changing customer
requirements. There can be no assurance that the Company's enhanced or new
products will be technologically successful or achieve market acceptance. The
Company would be materially and adversely affected if one of its competitors
were able to market a technologically superior product or a less expensive
comparable product and the Company were unable to respond with a competitive
product within a
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<PAGE> 4
reasonable time. In addition, products in this market may contain undetected
errors or bugs that are discovered only after the product has been installed and
used in customer environments. Although the Company has not experienced material
adverse effects resulting from such errors to date, there can be no assurance
that errors will not be discovered in the future, causing unexpected expenses to
correct such errors and delays in product introduction and shipments, or
requiring design modifications that could adversely affect the Company's
competitive position and operating results. Furthermore, in order to continue
the enhancement of existing products and the introduction of new products in
response to technological changes, the Company is required to make significant
continuing expenditures on research and development. If the Company's revenue
should fail to achieve forecasted levels, the Company may not be able to reduce
expenditures on research and development without impairing its competitive
position, so that profitability may be disproportionately affected in such
event.
DEPENDENCE ON KEY PERSONNEL. The Company depends heavily on personnel
involved in engineering, research and development, marketing, sales, finance and
administration. The Company's success depends upon its ability to attract and
retain skilled employees to continue successful development of new products and
enhancements to existing products, to manage growth successfully, to implement
appropriate management information systems and controls and to assure timely
manufacture of the Company's products. It is becoming increasingly difficult for
the Company to hire and retain a sufficient number of qualified staff to meet
its goals. The market for qualified personnel is particularly competitive in the
Boston area where there is a great demand and limited supply of qualified
individuals with the advanced technological experience and knowledge and other
skills that the Company requires. The inability of the Company to attract and
retain qualified employees in any functional area could have a material adverse
effect on the Company's current operations, on new product development efforts
and on the Company's ability to meet its business plans. Currently, the Company
has a $1 million key-person life insurance policy on its President, Eric R.
Giler, but does not otherwise have key-person life insurance for, or employment
or noncompetition agreements with, its key personnel, other than certain key
personnel who recently joined the Company in connection with the acquisition of
Technically Speaking, Inc. ("TSI") and who entered into noncompetition
agreements with the Company.
COMPETITION. The electronic messaging industry is highly competitive, and
the Company expects that additional competitors will enter the market and that
competition will intensify. Certain of the Company's current and potential
competitors have significantly greater development, marketing and capital
resources and name recognition than the Company, and new or enhanced products
can be expected from current and potential competitors, including large domestic
and international software, telecommunications, computer and semiconductor
companies. The Company has only limited patent protection for its products and
believes that patents generally do not present a barrier to new companies
desiring entry to its industry. No assurance can be given that the Company will
be able to compete successfully or that competition will not have an adverse
effect on the Company's operating results. Moreover, there can be no assurance
that one or more of the Company's customers or suppliers will not develop
competitive technology internally, thereby eliminating either the need to obtain
products and services from the Company or the willingness to provide products
and services to the Company. The Company expects that it will face increasing
pricing pressures from its current competitors and new market entrants. The
Company's competitors may engage in pricing practices that cause the Company to
reduce the average selling prices of its products. To offset declining average
selling prices, the Company believes that it must successfully develop and
introduce on a timely basis new products or products that incorporate new
features that can be sold at gross margins comparable to those on existing
products. To the extent that such new products are not developed in a timely
manner, do not achieve customer acceptance or do not generate comparable gross
margins, the Company's profitability may decline.
DEPENDENCE ON OEMS, VARS AND TELECOMMUNICATION SERVICE PROVIDERS. The
Company markets its products primarily through original equipment manufacturers
("OEMs"), value added resellers ("VARs") and telecommunication service
providers. A considerable investment in marketing and technical support is
required in connection with many sales. To receive a return on this investment,
the Company must make substantial sales to its customers over an extended period
of time. The Company's customers may determine not to purchase a product in
sufficient volume as a result of changes in end users' preferences or such
customers' internal decisions regarding product continuation, further
development and marketing. In many instances, the
3
<PAGE> 5
Company may not have the opportunity or ability to influence any such
determination by its customers. In such circumstances, the Company may not
achieve a profit on a product and may not recover its initial investment in
developing and introducing a new product.
VARIATIONS IN OPERATING RESULTS/SEASONALITY. The Company's quarterly
operating results are subject to significant fluctuations. The Company operates
with a relatively short-term backlog with most of its sales in each quarter
resulting from orders received in that quarter. Accordingly, if demand for the
Company's products weakened in a given quarter, sales and operating results for
that quarter would be adversely affected. As a result, sales in any given
quarter may depend on the volume and timing of bookings received during that
quarter, which are often difficult to predict. Brooktrout has historically
experienced significant seasonality in quarterly sales, with sales levels
tending to be relatively lower in the first and third quarters. Moreover,
announcements by the Company or its competitors of new products and technologies
could cause customers to defer or cancel purchases of the Company's systems,
which would materially adversely affect the Company's volume of bookings,
financial condition and results of operations. In addition, due to different
margins on its various products, changes in the Company's sales mix from quarter
to quarter may also affect its overall results. Finally, because a large portion
of the Company's expenses are fixed and are difficult to adjust should revenue
not meet the Company's expectations, any failures to achieve forecasted sales
levels or a margin reduction resulting from a change in sales mix or other
factors would have a disproportionately large effect on profitability. For these
reasons, the Company's operating results for any quarter are not necessarily
indicative of results for any future period.
LIMITED INTELLECTUAL PROPERTY PROTECTION; LICENSES. The Company holds
certain patents relating to its computer fax technology, but most of the
Company's products are not protected by patents. The Company does not receive or
expect to seek substantial revenue from the licensing of its patents. While the
Company believes that patents are of less significance in its industry than such
factors as innovation and technological expertise, there can be no assurance
that the Company's intellectual property protection will be sufficient to
prevent competitors from developing similar technology. In addition, the rapidly
evolving nature of the Company's business often necessitates that the Company
obtain licenses from third parties to use proprietary rights owned by those
parties. No assurance can be given that the Company will be able to obtain any
such licenses, or that any such third party will offer such a license on terms
that are acceptable to the Company.
LIMITED SOURCES OF SUPPLY. Although the Company generally uses standard
parts and components in manufacturing its products, certain components,
primarily digital signal processors, are available from only a single
manufacturer through a number of distributors. To date, the Company has been
able to obtain adequate supplies of these components in a timely manner from
existing sources. In addition, the Company relies primarily on the Lucent's
manufacturing division to perform final manufacture of its printed circuit board
products, although the Company has established relationships with other sources
for manufacturing. Delay or lack of supply from existing sources of components
or finished product or the inability to develop alternative sources if and as
required in the future could adversely affect the Company's operating results.
MERGERS AND ACQUISITIONS. On May 29, 1996, the Company acquired TSI, a
developer and marketer of development tools and application software for
computer telephony. TSI generated revenue of $4.5 million and pre-tax income of
$1.1 million in 1995. There can be no assurance that TSI's operations will
continue to be profitable after the acquisition. Moreover, there can be no
assurance that the anticipated benefits of the TSI merger will be realized. The
process of integrating TSI's business into the Company's operations may result
in unforeseen operating difficulties and could absorb significant management
attention and expenditures that would otherwise be available for the ongoing
development of the Company's business.
The Company may in the future pursue other acquisitions of complementary
product lines, technologies or businesses. Future acquisitions by the Company
could result in potentially dilutive issuances of equity securities, the
incurrence of debt and contingent liabilities and amortization expenses related
to goodwill and other intangible assets, which could materially adversely affect
the Company's financial condition. In addition, mergers and acquisitions, such
as TSI, involve numerous risks, including difficulties in the assimilation of
the operations, technologies and products of the companies, the diversion of
management's attention from other
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business concerns, risks of entering markets in which the Company has no or
limited direct prior experience, seasonality of sales, operating companies in
different geographical locations with different corporate cultures, and the
potential loss of key employees of the acquired company. There are currently no
binding agreements or understandings with respect to any future acquisitions.
INTERNATIONAL SALES. In 1995, the Company's net revenue from international
sales, principally export sales from the United States, was $4.3 million,
accounting for approximately 11% of the Company's net revenue. In addition to
direct international sales, significant additional revenue is derived from
international sales by Brooktrout's customers of systems which incorporate
Brooktrout's products. The Company anticipates that international sales will
continue to account for a significant portion of sales. The Company intends to
continue to expand its operations outside the United States and to enter
additional international markets, which will require significant management
attention and financial resources. The Company's operating results are subject
to the risks inherent in international sales, including, but not limited to,
regulatory requirements, political and economic changes and disruptions,
transportation delays, difficulties in staffing and managing foreign sales
operations, and potentially adverse tax consequences. In addition, fluctuations
in exchange rates may render the Company's products less competitive relative to
local product offerings, or could result in foreign exchange losses, depending
upon the currency in which the Company sells its products. There can be no
assurance that these factors will not have a material adverse effect on the
Company's future operating results.
VOLATILITY OF STOCK PRICE. Since the completion of the Company's initial
public offering in October 1992, the market price of the Common Stock has
fluctuated significantly. The Company believes that factors such as
announcements of developments related to the Company's business, announcements
of technological innovations or new products or enhancements by the Company or
its competitors, sales by competitors, including sales to the Company's
customers, sales of the Common Stock into the public market, including by
members of management, developments in the Company's relationship with its
customers, partners, distributors and suppliers, shortfalls or changes in
revenue, gross margins, earnings or losses or other financial results from
analysts' expectations, regulatory developments, fluctuations in results of
operations, seasonality and general conditions in the Company's market or the
markets served by the Company's customers or the economy could cause the price
of the Common Stock to fluctuate, perhaps substantially. In addition, in recent
years the stock market in general, and the market for shares of technology
stocks in particular, have experienced extreme price fluctuations, which have
often been unrelated to the operating performance of affected companies. Many
companies, including the Company, have recently experienced historic highs in
the market price of their common stock. There can be no assurance that the
market price of the Common Stock will not decline substantially from its
historic highs, or otherwise continue to experience significant fluctuations in
the future, including fluctuations that are unrelated to the Company's operating
performance.
SHARES ELIGIBLE FOR FUTURE SALE. The Company has approximately
10,434,000 shares of Common Stock outstanding. Upon completion of the sale of
all shares offered hereunder, approximately, 10,084,680 of such shares will be
freely tradeable without substantial restriction or the requirement of future
registration under the Securities Act, except for shares held or purchased by
"affiliates" of the Company as that term is defined in Rule 144 under the
Securities Act ("Rule 144"), and 463,624 of such shares which will be
"restricted securities" under Rule 144. In connection with a recent public
offering of Common Stock, the Company and the Selling Stockholders in such
offering, which stockholders hold an aggregate of 842,440 shares of Common
Stock (including 100,000 shares offered hereby), agreed that they will not,
until February 3, 1997, and the executive officers and directors of the Company
who were not selling stockholders in such offering, holding an aggregate of
702,406 shares of Common Stock, agreed that they will not, until November 4,
1996, directly or indirectly, offer, sell, offer to sell, contract to sell,
pledge, grant any option to purchase or otherwise sell or dispose (or announce
any offer, sale, offer of sale, pledge, contract of sale, grant of any option
to purchase or other sale or disposition) of any shares of Common Stock or
other capital stock of the Company or any securities convertible into, or
exchangeable for, and shares of Common Stock or other capital stock of the
Company without the prior written consent of Prudential Securities
Incorporated, on behalf of the underwriters in such offering, except that such
agreement does not prevent the Company from granting additional option sunder
its 1992 Stock Incentive Plan (the "1992 Plan"). The outstanding restricted
securities which are not sold in this offering will be eligible for sale under
Rule 144
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commencing May 29, 1998 (two years after their issuance), subject to applicable
volume and manner-of-sale limitations, and a portion of such shares are entitled
to certain registration rights.
CERTAIN ANTI-TAKEOVER PROVISIONS OF ARTICLES AND BY-LAWS. Certain
provisions of the Company's Restated Articles of Organization (the "Articles")
and Amended and Restated By-laws (the "By-laws") and Massachusetts law could
have the effect of making it more difficult for a third party to acquire, or of
discouraging a third party from attempting to acquire, control of the Company.
Such provisions could limit the price that certain investors might be willing to
pay in the future for shares of the Common Stock. The Company may issue
preferred stock with rights senior to, and that may adversely affect, the Common
Stock without stockholder approval and upon such terms and conditions, and
having such rights, privileges and preferences, as the Board of Directors may
determine. The Company has no present plans to issue any shares of preferred
stock. The Articles and the By-laws provide for a classified Board of Directors,
divided into three classes, with directors in each class elected for three-year
terms. The By-laws impose various procedural and other requirements that could
make it more difficult for stockholders to effect certain corporate actions.
THE COMPANY
GENERAL
Brooktrout is a leading supplier of advanced software and hardware products
for system vendors and service providers in the electronic messaging market. The
Company's innovative products enable its customers to deliver a wide range of
solutions for the integration and cost effective management of image (fax),
voice and data communications in telecommunications and networking environments.
Uses of the Company's products range from established markets such as voice mail
to newly evolving applications including the integration of computers and
telephones, integrated management of voice, fax and data messages (unified
messaging), and communication of fax and voice messages on local area networks
("LANs"), wide area networks and the Internet. In recent years, Brooktrout's
products have played an important part in the development of the market for
advanced computer-based fax applications, including the transmission and routing
of fax messages on LANs and enhanced fax services such as fax broadcasting,
fax-on-demand and store-and-forward fax. The Company sells its products to
telecommunications service providers and through OEMs and VARs.
The Company's principal executive offices are located at 410 First Avenue,
Needham, Massachusetts 02194; its telephone number is (617) 449-4100. The
Company is a Massachusetts corporation.
RECENT DEVELOPMENTS
On August 12, 1996, the Company completed its second public offering of
shares of Common Stock. In this offering, the Company sold 514,632 shares of
Common Stock and certain selling stockholders sold 385,368 shares of Common
Stock at $18.25 per share, for aggregate proceeds of approximately $16.4
million, which, after underwriting commissions and other expenses related to the
offering, resulted in net proceeds to the Company of approximately $8.8 million
and net proceeds to selling stockholders of approximately $6.6 million. On
August 16, 1996, the Company sold an additional 135,000 shares of Common Stock,
pursuant to the underwriters' over-allotment option, at $18.25 per share, for
aggregate proceeds of approximately $2.4 million, which, after underwriting
commissions, resulted in net proceeds to the Company of $2.3 million. The
Company used the net proceeds of the offering for general corporate purposes.
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SELLING STOCKHOLDERS
<TABLE>
The following table sets forth certain information known to the Company with
respect to the Selling Stockholders, including the number of shares of Common
Stock beneficially owned by each Selling Stockholder, the number of Shares
registered hereby, and the number and percentage of shares of Common Stock held
by each Selling Stockholder before the Offering and, assuming the sale of all
registered Shares, after the Offering. There can be no assurance that all or any
of the Shares offered hereby will be sold. If any are sold, each Selling
Stockholder will receive all of the net proceeds from the sale of his, her or
its respective Shares offered hereby. The amounts set forth are to the best of
the Company's knowledge.
<CAPTION>
SHARES BENEFICIALLY
OWNED PRIOR TO SHARES TO BE SHARES BENEFICIALLY
OFFERING REGISTERED AND OWNED AFTER OFFERING
---------------------- SOLD IN ---------------------
BENEFICIAL OWNER NUMBER(1) PERCENT(2) OFFERING NUMBER(1) PERCENT
---------------- --------- ---------- -------- --------- -------
<S> <C> <C> <C> <C> <C>
Beverly Fox(3).......................... 172,279 1.6% 50,000 122,279 1.2%
Andrew Fox(4)........................... 172,279 1.6% 50,000 122,279 1.2%
Raymond Phillips........................ 5,346 * 5,346 0 0
Michael Tinglof......................... 3,562 * 3,562 0 0
Jonathan Finegold....................... 1,782 * 1,782 0 0
Diamantino Fidalgo...................... 1,782 * 1,782 0 0
Michael Healey.......................... 1,782 * 1,782 0 0
TOTAL................................... 358,812 3.4% 114,254 244,558 2.3%
<FN>
- ----------------
* Less than 1%
(1) Except as indicated in the other footnotes to this table, based on
information provided by such persons and subject to applicable community
property laws, the persons named in the table above have sole voting and
investment power with respect to all of the shares of Common Stock shown as
beneficially owned by them.
(2) Percentage of ownership is based on 10,526,837 shares of Common Stock
outstanding on October 1, 1996. Shares of Common Stock subject to stock
options that are exercisable within 60 days of October 1, 1996 are deemed
outstanding for computing the percentage of the person or group holding
such options, but are not deemed outstanding for computing the percentage
of any other person or group.
(3) Does not include shares held by Andrew Fox, Ms. Fox's husband, reflected
elsewhere in this table.
(4) Does not include shares held by Beverly Fox, Mr. Fox's wife, reflected
elsewhere in this table.
</TABLE>
The relationships of the Selling Stockholders to the Company are as
follows:
NAME RELATIONSHIP
---- ------------
Beverly Fox Employee of TSI, a wholly owned subsidiary of the Company
Andrew Fox President of TSI, a wholly owned subsidiary of the Company
Raymond Phillips Employee of TSI, a wholly owned subsidiary of the Company
Michael Tinglof Employee of TSI, a wholly owned subsidiary of the Company
Jonathan Finegold Employee of TSI, a wholly owned subsidiary of the Company
Diamantino Fidalgo Employee of TSI, a wholly owned subsidiary of the Company
Michael Healey Employee of TSI, a wholly owned subsidiary of the Company
SHARES ELIGIBLE FOR FUTURE SALE
The Company has approximately 10,434,000 shares of Common Stock
outstanding. Upon completion of the sale of all shares offered hereunder,
approximately, 10,084,680 of such shares will be freely tradeable without
substantial restriction or the requirement of future registration under the
Securities Act, except for shares held or purchased by "affiliates" of the
Company as that term is defined in Rule 144 under the Securities Act ("Rule
144"), and 463,624 of such shares will be "restricted
7
<PAGE> 9
securities" under Rule 144. In connection with a recent public offering of
Common Stock, the Company and the Selling Stockholders in such offering, which
stockholders hold an aggregate of 842,440 shares of Common Stock (including
100,000 shares offered hereby), agreed that they will not, until February 3,
1997, and the executive officers and directors of the Company who were not
selling stockholders in such offering, holding an aggregate of 702,406 shares of
Common Stock, agreed that they will not, until November 4, 1996, directly or
indirectly, offer, sell, offer to sell, contract to sell, pledge, grant any
option to purchase or otherwise sell or dispose (or announce any offer, sale,
offer of sale, pledge, contract of sale, grant of any option to purchase or
other sale or disposition) of any shares of Common Stock or other capital stock
of the Company or any securities convertible into, or exchangeable for, and
shares of Common Stock or other capital stock of the Company without the prior
written consent of Prudential Securities Incorporated, on behalf of the
underwriters in such offering, except that such agreement does not prevent the
Company from granting additional options under its 1992 Plan. The outstanding
restricted securities which are not sold in this offering will be eligible for
sale under Rule 144 commencing May 29, 1998 (two years after their issuance),
subject to applicable volume and manner-of-sale limitations, and a portion of
such shares are entitled to certain registration rights.
Under Rule 144, a number of shares that does not exceed the greater of 1%
of the then outstanding shares in Common Stock (approximately 104,341 shares
immediately after the offering) or generally, the average weekly trading volume
of the Common Stock on the Nasdaq National Market during the four calendar weeks
preceding the sale, subject to the filing of a Form 144 with respect to such
sale and certain other limitations and restrictions. The Company has filed
registration statements under the Securities Act to register shares of Common
Stock reserved for issuance under its employee stock plans, thus permitting the
resale of such shares of Common Stock by non-affiliates in the public market
without restriction under the Securities Act. A total of 2,397,332 shares
(including shares subject to outstanding options) are reserved for issuance
under the 1992 Plan and the Company's Employee Stock Purchase Plan.
The outstanding restricted securities which are not sold in this offering
will be eligible for sale under Rule 144 commencing May 29, 1998 (two years
after their issuance), subject to applicable volume and manner-of-sale
limitations, and a portion of such shares are entitled to certain registration
rights.
The Common Stock has been traded on the Nasdaq Stock Market's National
Market since October 1992. Nevertheless, sales of substantial amounts of Common
Stock in the public market could adversely affect the prevailing market price
and could impair the Company's future ability to raise capital through an
offering of its equity securities.
PLAN OF DISTRIBUTION
The Company will not receive any of the proceeds from this Offering. The
Shares offered hereby may be sold from time to time on the Nasdaq National
Market on terms to be determined at the time of such sales. The Selling
Stockholders may also make private sales directly or through a broker or
brokers. Alternatively, the Selling Stockholders may from time to time offer
Shares to or through underwriters, dealers or agents, who may receive
consideration in the form of discounts and commissions; such compensation, which
may be in excess of ordinary brokerage commissions, may be paid by the Selling
Stockholders and/or the purchasers of the Shares offered hereby for whom such
underwriters, dealers or agents may act. The Selling Stockholders and any
dealers or agents that participate in the distribution of the Shares offered
hereby may be deemed to be "underwriters" as defined in the Securities Act, and
any profit on the sale of such Shares offered hereby by them and any discounts,
commissions or concessions received by any such dealers or agents might be
deemed to be underwriting discounts and commissions under the Securities Act.
The aggregate proceeds to the Selling Stockholders from sales of the Shares
offered by the Selling Stockholders hereby will be the purchase price of such
Common Stock less any broker's commissions.
To the extent required, the specific shares of Common Stock to be sold, the
names of the Selling Stockholders, the respective purchase prices and public
offering prices, the names of any such agent, dealer or
8
<PAGE> 10
underwriter, and any applicable commissions or discounts with respect to a
particular offer will be set forth in an accompanying Prospectus Supplement
The Shares offered hereby may be sold from time to time in one or more
transactions at a fixed offering price, which may be changed, or at varying
prices determined at the time of sale or at negotiated prices.
In order to comply with the securities laws of certain states, if
applicable, the Shares offered hereby will be sold in such jurisdictions only
through registered or licensed brokers or dealers. In addition, in certain
states Shares may not be sold unless they have been registered or qualified for
sale in the applicable state or an exemption from the registration or
qualification requirement is available and is complied with.
Under applicable rules and regulations under the Exchange Act, any person
engaged in the distribution of the Common Stock offered hereby may not
simultaneously engage in market making activities with respect to the Common
Stock for a period of two business days prior to the commencement of such
distribution. In addition, and without limiting the foregoing, the Selling
Stockholders will be subject to applicable provisions of the Exchange Act and
the rules and regulations thereunder, including, without limitation, Rules
10b-2, 10b-6 and 10b-7, which may limit the timing of purchases and Sales by the
Selling Stockholders.
The Company will pay substantially all the expenses incurred by the Selling
Stockholders and the Company incident to the Offering and sale of the Shares to
the public, but excluding any underwriting discounts, commissions or transfer
taxes.
The Company has agreed to indemnify the Selling Stockholders against
certain liabilities, including liabilities under the Securities Act. In
connection with a recent public offering of Common Stock, the Company and the
Selling Stockholders in such offering, which stockholders hold an aggregate of
842,440 shares of Common Stock (including 100,000 shares offered hereby), agreed
that they will not, until February 3, 1997, and the executive officers and
directors of the Company who were not selling stockholders in such offering,
holding an aggregate of 702,406 shares of Common Stock, agreed that they will
not, until November 4, 1996, directly or indirectly, offer, sell, offer to sell,
contract to sell, pledge, grant any option to purchase or otherwise sell or
dispose (or announce any offer, sale, offer of sale, pledge, contract of sale,
grant of any option to purchase or other sale or disposition) of any shares of
Common Stock or other capital stock of the Company or any securities convertible
into, or exchangeable for, and shares of Common Stock or other capital stock of
the Company without the prior written consent of Prudential Securities
Incorporated, on behalf of the underwriters in such offering, except that such
agreement does not prevent the Company from granting additional options under
its 1992 Plan.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby has been passed
upon for the Company and the Selling Stockholders by Goodwin, Procter & Hoar
LLP, Boston, Massachusetts. Thomas P. Storer, a partner in the firm of Goodwin,
Procter & Hoar LLP, is Assistant Clerk of the Company.
EXPERTS
The supplemental and historical consolidated financial statements of the
Company as of December 31, 1994 and 1995 and for each of the three years in the
period ended December 31, 1995 and the historical financial statements of TSI as
of December 31, 1995 and for the year then ended incorporated by reference in
this Prospectus have been audited by Deloitte & Touche LLP as stated in their
report with respect to the supplemental consolidated financial statements dated
June 20, 1996 (which report expresses an unqualified opinion and includes an
explanatory paragraph relating to the restatement of the consolidated financial
statements for a pooling of interests) incorporated by reference and as stated
in their reports with respect to (1) the Company's historical financial
statements dated February 2, 1996 (except for Note 1, "Stock Split," as to
9
<PAGE> 11
which the date is February 27, 1996) and (2) the historical financial statements
of Technically Speaking, Inc. dated March 8, 1996 (which includes an explanatory
paragraph related to the acquisition of TSI by the Company) incorporated by
reference herein and which have been so incorporated in reliance upon such
reports given upon their authority as experts in accounting and auditing.
ADDITIONAL INFORMATION
The Company is subject to the informational requirements of the Exchange
Act and, in accordance therewith, files reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commission"). The
Registration Statement, as well as such reports, proxy statements and other
information can be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the Commission's Regional Offices at 7
World Trade Center, Suite 1300, New York, New York 10048 and Northwestern Atrium
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511.
Copies of such material can also be obtained from the Public Reference Section
of the Commission at Room 1024, Judiciary Plaza, 450 West Fifth Street, N.W.,
Washington, D.C. 20549, and at its public reference facilities at New York, New
York and Chicago, Illinois at prescribed rates. The Commission also maintains a
Web site at http://www.sec.gov containing reports, proxy and information
statements and other information regarding registrants, including the Company,
that file electronically with the Commission. In addition, the Company's Common
Stock is listed on Nasdaq National Market, and the aforementioned materials may
also be inspected at the offices of The Nasdaq Stock Market, Inc. at 1735 K
Street, N.W., Washington, D.C. 20006.
The Company has filed with the Commission a Registration Statement on Form
S-3 (the "Registration Statement," which term shall include all amendments,
exhibits, annexes and schedules thereto) pursuant to the Securities Act, and the
rules and regulations promulgated thereunder, covering the Common Stock being
offered hereby. For further information with respect to the Company and the
shares of Common Stock being offered by this Prospectus, reference is hereby
made to such Registration Statement, including the exhibits filed as part
thereof. Statements contained in this Prospectus concerning the provisions of
certain documents filed with, or incorporated by reference in, the Registration
Statement are not necessarily complete, each such statement being qualified in
all respects by such reference. Copies of all or any part of the Registration
Statement, including the documents incorporated by reference therein or exhibits
thereto, may be obtained upon payment of the prescribed fees at the offices of
the Commission set forth above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K/A for the fiscal year ended
December 31, 1995, the Company's Form 10-C, dated March 4, 1996, the Company's
Current Report on Form 8-K dated March 8, 1996 (reporting the agreement to merge
with TSI), the Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 1996, the Company's Current Report on Form 8-K and amendment on
Form 8-K/A dated June 13, 1996 (reporting the Company's merger with Technically
Speaking, Inc.), the Company's Form 10-C Report dated June 5, 1996, the
Company's Form 10-C Report dated June 24, 1996, the Company's Proxy Statement
for the Annual Meeting of Stockholders held on May 29, 1996, the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 1996, the
Company's Prospectus dated August 6, 1996 as filed with the Commission on August
8, 1996 pursuant to Rule 424(b) of the Securities Act, and the Company's
Registration Statement on Form 8-A filed October 1, 1992 registering the Common
Stock under Section 12(g) of the Exchange Act are hereby incorporated by
reference in this Prospectus. Additionally, any document filed by the Company
with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act prior to the termination of this offering shall be deemed to be
incorporated by reference in this Prospectus.
Any statements contained in a document incorporated by reference herein
shall be deemed to be modified, replaced or superseded for all purposes of this
Prospectus to the extent that a statement contained herein modifies, replaces or
supersedes such statement. Any such statement so modified, replaced or
superseded shall not be deemed, except as so modified, replaced or superseded,
to constitute a part of this Prospectus.
10
<PAGE> 12
The Company will provide, without charge, to each person to whom a copy of
this Prospectus is delivered, on the request of such person, a copy of any or
all of the documents incorporated herein by reference (other than exhibits
thereto, unless such exhibits are specifically incorporated by reference into
such documents). Written requests for such copies should be directed to Robert
C. Leahy, Vice President of Finance and Operations, and Treasurer, Brooktrout
Technology, Inc., 410 First Avenue, Needham, MA 02194. Telephone inquiries may
be directed to (617) 449-4100.
11
<PAGE> 13
================================================================================
NO PERSON HAS BEEN AUTHORIZED IN CONNECTION WITH THE OFFERING MADE HEREBY TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY, ANY SELLING STOCKHOLDER OR
ANY OTHER PERSON. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY TO ANY
PERSON OR BY ANYONE IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE SUCH
OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE
HEREOF.
---------------------------
TABLE OF CONTENTS
PAGE
----
RISK FACTORS................................... 2
THE COMPANY.................................... 6
SELLING STOCKHOLDERS........................... 7
SHARES ELIGIBLE FOR FUTURE SALE ............... 7
PLAN OF DISTRIBUTION........................... 8
LEGAL MATTERS.................................. 9
EXPERTS........................................ 9
ADDITIONAL INFORMATION......................... 10
INCORPORATION OF CERTAIN DOCUMENTS
BY REFERENCE................................. 10
================================================================================
================================================================================
114,254 SHARES
BROOKTROUT
TECHNOLOGY,
INC.
COMMON STOCK
----------
PROSPECTUS
----------
OCTOBER 3, 1996
================================================================================
<PAGE> 14
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
<TABLE>
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth an itemized statement of all expenses
expected to be incurred in connection with the issuance and distribution of the
securities being registered (all of which are estimated, other than the filing
fee of the Securities and Exchange Commission):
<S> <C>
Securities and Exchange Commission filing fee.............. $ 1,178
Legal fees and expenses.................................... 7,500
Accounting fees and expenses............................... 2,000
Blue sky fees and expenses................................. 5,000
Miscellaneous.............................................. $ 4,322
=======
$20,000
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company is a Massachusetts corporation. Reference is made to Chapter
156B, Section 13 of the Massachusetts Business Corporation Law (the "MBCL"),
which enables a corporation in its original articles of organization or an
amendment thereto to eliminate or limit the personal liability of a director for
monetary damages for violations of the director's fiduciary duty, except (i) for
any breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) pursuant to Sections
61 and 62 of the MBCL (providing for liability of directors for authorizing
unauthorized distributions and for making loans to directors, officers and
certain shareholders) or (iv) for any transaction from which a director derived
an improper personal benefit.
Reference also is made to Chapter 156B, Section 67 of the MBCL, which
provides that a corporation may indemnify directors, officers, employees and
other agents and persons who serve at its request as directors, officers,
employees or other agents of another organization or who serve at its request in
any capacity with respect to any employee benefit plan, to the extent specified
or authorized by the articles of organization, a by-law adopted by the
stockholders or a vote adopted by the holders of a majority of the shares of
stock entitled to vote on the election of directors. Such indemnification may
include payment by the corporation of expenses incurred in defending a civil or
criminal action or proceeding in advance of the final disposition of such action
or proceeding, upon receipt of an undertaking by the person indemnified to repay
such payment if he shall be adjudicated to be not entitled to indemnification
under Section 67 which undertaking may be accepted without reference to the
financial ability of such person to make repayment. Any such indemnification may
be provided although the person to be indemnified is no longer an officer,
director, employee or agent of the corporation or of such other organization or
no longer serves with respect to any such employee benefit plan. No
indemnification shall be provided, however, for any person with respect to any
matter as to which he shall have been adjudicated in any proceeding not to have
acted in good faith in the reasonable belief that his action was in the best
interest of the corporation or to the extent that such matter relates to service
with respect to an employee benefit plan, in the best interest of the
participants or beneficiaries of such employee benefit plan.
Article VI.D of the Restated Articles of Organization of the Company
provides that, except under certain circumstances, directors of the Company
shall not be personally liable to the Company or its stockholders for monetary
damages for breach of fiduciary duties as a director.
Article IV of the By-Laws of the Company provides for indemnification of
the officers and directors of the Company to the full extent provided by
applicable law.
II-1
<PAGE> 15
ITEM 16. EXHIBITS.
EXHIBIT
NO. DESCRIPTION
- ------- -----------
5.1 Opinion of Goodwin, Procter & Hoar LLP regarding the legality of the
securities being registered.
23.1 Consent of Goodwin, Procter & Hoar LLP (included in its opinion filed
as Exhibit 5.1).
23.2 Independent Auditors' Consent--Deloitte & Touche LLP.
24.1 Power of Attorney (included in signature page).
ITEM 17. 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;
(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; and
(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)(1)(i) and (a)(1)(ii) herein 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 undersigned registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference
in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act, 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; and
(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 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 15(d) of the
Exchange Act 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) 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 given, the latest annual report to securityholders 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
Exchange Act; and, where interim financial information required to be
presented by Article 3 of Regulation S-X are not set
II-2
<PAGE> 16
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.
(d) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described under
Item 15 above, 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 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 Securities Act and will be governed by the final
adjudication of such issue.
II-3
<PAGE> 17
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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boston, Commonwealth of Massachusetts, on October 3,
1996.
BROOKTROUT TECHNOLOGY, INC.
By: /s/ Eric R. Giler
-----------------
Eric R. Giler
President
Known all men by these presents, that each person whose signature appears
below constitutes and appoints Eric R. Giler, David W. Duehren and Robert C.
Leahy, acting singly, as his true and lawful attorney-in-fact and agent, with
full power of substitution, and from him and 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 each of said attorneys-in-fact
and agents, 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 attorneys-in-fact and agents, or their substitutes may
lawfully do or cause to be done by virtue thereof.
<TABLE>
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Eric R. Giler President, Chief Executive Officer and October 3, 1996
- ------------------------ Director (Principal Executive Officer)
Eric R. Giler
/s/ David W. Duehren Vice President of Research and October 3, 1996
- ------------------------ Development, Clerk and Director
David W. Duehren
/s/ Robert C. Leahy Vice President of Finance and Operations, October 3, 1996
- ------------------------ and Treasurer (Principal Financial and
Robert C. Leahy Accounting Officer)
/s/ Patrick T. Hynes Vice President of Advanced Product October 3, 1996
- ------------------------ Engineering and Director
Patrick T. Hynes
/s/ Robert G. Barrett Director October 3, 1996
- ------------------------
Robert G. Barrett
/s/ David L. Chapman Director October 3, 1996
- ------------------------
David L. Chapman
/s/ W. Brooke Tunstall Director October 3, 1996
- ------------------------
W. Brooke Tunstall
</TABLE>
<PAGE> 1
Exhibit 5.1
October 3, 1996
Brooktrout Technology, Inc.
410 First Avenue
Needham, Massachusetts 02194
Re: Registration Statement on Form S-3
----------------------------------
Ladies and Gentlemen:
This opinion is rendered to you in connection with the preparation of the
Registration Statement on Form S-3 (File No. 333- ) (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act"),
relating to the proposed issuance and sale, from time to time, by certain
selling stockholders of Brooktrout Technology, Inc. (the "Company") of up to
114,254 shares (the "Shares") of the Company's common stock, $.01 par value per
share (the "Common Stock").
We have acted as counsel to the Company in connection with the preparation
of the Registration Statement. For purposes of this opinion, we have examined
the Articles of Organization and By-laws, as amended and restated, of the
Company; such records of the corporate proceedings of the Company as we have
deemed material; the Registration Statement and all exhibits thereto; and such
other documents as we have deemed necessary to enable us to render this opinion.
We are attorneys admitted to practice in the Commonwealth of Massachusetts.
We express no opinion concerning the laws of any jurisdiction other than the
laws of the United States of America and the Commonwealth of Massachusetts.
In rendering the opinions expressed herein, we assume that all steps
necessary to comply with the registration requirements of the Securities Act and
with applicable requirements of state law regulating the sale of securities will
be duly taken.
Based upon and subject to the foregoing, and having regard for such legal
considerations as we have deemed relevant, it is our opinion that the Shares
have been authorized for issuance and are validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our name in the Registration
Statement and the Prospectuses contained therein.
Very truly yours,
GOODWIN, PROCTER & HOAR LLP
<PAGE> 1
Exhibit 23.2
------------
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Brooktrout Technology, Inc. on Form S-3 of (1) our report dated
June 20, 1996 on the supplemental consolidated financial statements of
Brooktrout Technology, Inc. as of December 31, 1995 and 1994 and for each of
the three years in the period ended December 31, 1995 (which includes
explanatory paragraphs relating to the restatement of the consolidated
financial statements for a pooling-of-interests and a change in accounting for
income taxes) appearing in the Prospectus dated August 6, 1996, of (2) our
report dated February 2, 1996 (except for Note 1, Stock Split, as to which the
date is February 27, 1996) (which includes an explanatory paragraph relating to
a change in accounting for income taxes) appearing in the Annual Report on Form
10-K/A of Brooktrout Technology, Inc. for the year ended December 31, 1995,
relating to the historical financial statements of Brooktrout Technology, Inc.,
and of (3) our report dated March 8, 1996 (which includes an explanatory
paragraph relating to the acquisition of TSI by Brooktrout Technology, Inc.),
appearing in the Proxy Statement for the Annual Meeting of Stockholders held on
May 29, 1996 of Brooktrout Technology, Inc., related to the historical
financial statements of Technically Speaking, Inc.
We also consent to the references to our firm under the heading "Experts"
in the Prospectus, which is part of such Registration Statement.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
October 1, 1996
