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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-C
REPORT BY ISSUER OF SECURITIES QUOTED ON NASDAQ
INTERDEALER QUOTATION SYSTEM
FILED PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 AND RULE 13a-17
OR 15d-17 THEREUNDER
BROOKTROUT TECHNOLOGY, INC.
(Exact name of issuer as specified in charter)
410 FIRST AVENUE
NEEDHAM, MA 02192
(Address of principal executive offices)
Issuer's telephone number, including area code (617)-449-4100
I. CHANGE IN NUMBER OF SHARES OUTSTANDING
Indicate any change (increase or decrease) of five percent or more in the number
of shares outstanding:
1. Title of security: Common Stock, $.01 per share
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2. Number of shares outstanding before the change 6,042,104 at the close of
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business on May 28, 1996
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3. Number of shares outstanding after the change 6,520,907
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4. Effective date of change May 29, 1996
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5. Method of change: Specify method (such as merger, acquisition, exchange,
distribution, stock split, reverse split, acquisition of
stock for treasury, etc.)
Issuance of common stock in connection with an acquisition; exercise of options;
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Give brief description of transaction: ISSUANCE OF COMMON STOCK BY BROOKTROUT
TECHNOLOGY, INC. (THE "COMPANY") IN CONNECTION WITH THE MERGER OF BROOKTROUT
ACQUISITION CORP ("ACQUISITION "), A WHOLLY-OWNED SUBSIDIARY THE COMPANY, WITH
AND INTO TECHNICALLY SPEAKING, INCORPORATED ("TSI "), PURSUANT TO THE TERMS OF
THE AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, DATED AS OF MARCH 29,
1996, BY AND AMONG THE COMPANY, ACQUISITION, TSI AND THE STOCKHOLDERS OF TSI.
FOLLOWING THE MERGER, TSI BECAME A WHOLLY-OWNED SUBSIDIARY OF THE COMPANY. ITEM
3 INCLUDES ALL SHARES ISSUED TO FORMER TSI STOCKHOLDERS UPON SURRENDER OF
CERTIFICATES FORMERLY REPRESENTING THE COMMON STOCK OF TSI. ITEM 3 ALSO INCLUDES
STOCK ISSUED IN CONNECTION WITH THE EXERCISE ON MAY 29, 1996 OF TWO OPTIONS TO
PURCHASE THE COMMON STOCK OF THE COMPANY.
II. CHANGE IN NAME OF ISSUER
1. Name prior to change
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2. Name after change
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3. Effective date of charter amendment changing name
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4. Date of shareholder approval of change, if required
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DATE 6/4/96 /s/ Robert C. Leahy, Vice President
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(Officer's signature and title)
