<PAGE> 1
As filed with the Securities and Exchange Commission on October 12, 1999
Registration Statement No. 333-_________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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BROOKTROUT, INC.
(Exact Name of Registrant as Specified in Its Charter)
MASSACHUSETTS 04-2184792
(State of Organization) (I.R.S. Employer Identification No.)
410 FIRST AVENUE
NEEDHAM, MASSACHUSETTS 02494
(Address of Principal Executive Offices)
BROOKTROUT, INC.
1992 STOCK INCENTIVE PLAN, AS AMENDED
(Full Title of the Plans)
------------------------------------
ERIC R. GILER
President
Brooktrout, Inc.
410 First Avenue
Needham, Massachusetts 02494
(781) 449-4100
(Name, Address and Telephone Number, including Area Code, of Agent for Service)
------------------------------------
With copy to:
THOMAS P. STORER, P.C.
GOODWIN, PROCTER & HOAR LLP
Exchange Place
Boston, Massachusetts 02109-2881
(617) 570-1000
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
Title of Securities To Be Amount to be Proposed Maximum Proposed Maximum Amount of
Registered Registered (1) Offering Price Per Share(2) Aggregate Offering Price Registration Fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 300,000 shares $12.03 $3,609,000 $1,004
$.01 par value
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</TABLE>
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the
"Securities Act"), this registration statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the employee benefit
plans described herein.
(2) This estimate is made pursuant to Rule 457(c) and (h) under the Securities
Act solely for the purposes of determining the amount of the registration
fee. The registration fee is based upon the average of the high and low
prices for the Registrant's Common Stock, par value $.01 per share, as
reported on the NASDAQ National Market on October 11, 1999.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Pursuant to Instruction E of Form S-8, Brooktrout, Inc. (the
"Registrant") hereby incorporates by reference the Registration Statements on
Form S-8 dated December 10, 1992 as filed with the Commission on December 17,
1992, File No. 33-55900 and dated September 4, 1998 as filed with the Commission
on September 4, 1998, File No.
333-62959.
ITEM 8. EXHIBITS.
The following is a complete list of exhibits filed or incorporated by
reference as part of this registration statement.
Exhibits
4.1 Brooktrout, Inc. 1992 Stock Incentive Plan, as amended, previously
filed as Exhibit 10.1 to Brooktrout, Inc.'s Registration Statement on
Form S-8 filed with the Commission on September 19, 1996, File No.
333-12313
4.2 Second Amendment to Brooktrout, Inc. 1992 Stock Incentive Plan
previously filed as Exhibit 4.2 to Brooktrout, Inc.'s Registration
Statement on Form S-8 filed with the Commission on September 4, 1998,
File No.333-62959
4.3 Third Amendment to Brooktrout, Inc. 1992 Stock Incentive Plan
5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
securities being registered
23.1 Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1)
23.2 Consent of Deloitte & Touche LLP, Independent Auditors
24.1 Powers of Attorney (included on signature page to this registration
statement)
2
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Brooktrout,
Inc. certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Needham, Commonwealth of Massachusetts on this 12th
day of October, 1999.
Brooktrout, Inc.
By: /s/ Eric R. Giler
----------------------------------------
Eric R. Giler
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints each of Eric R. Giler, David W. Duehren
and Robert C. Leahy, and each of them acting singly, such person's true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for such person and in such person's name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement, and to file the same, with all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission, granting unto each said attorney-in-fact and agent full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as such person might or could do in person, hereby ratifying and
confirming all that any said attorney-in-fact and agent, or any substitute or
substitutes of any of them, may lawfully do or cause to be done by virtue
hereof.
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Eric R. Giler President and Director October 12, 1999
- ------------------------------ (Principal Executive Officer)
Eric R. Giler
/s/ David W. Duehren Vice President of Research and October 12, 1999
- ------------------------------ Development, Clerk and Director
David W. Duehren
/s/ Robert C. Leahy Vice President of Finance and Operations, October 12, 1999
- ------------------------------ and Treasurer (Principal Financial and
Robert C. Leahy Accounting Officer)
/s/ Patrick T. Hynes Vice President of Advanced Product October 12, 1999
- ------------------------------ Engineering and Director
Patrick T. Hynes
/s/ Robert G. Barrett Director October 12, 1999
- ------------------------------
Robert G. Barrett
/s/ David L. Chapman Director October 12, 1999
- ------------------------------
David L. Chapman
- ------------------------------ Director October __, 1999
W. Brooke Tunstall
</TABLE>
3
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EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
4.3 Third Amendment to Brooktrout, Inc. 1992 Stock Incentive Plan
5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
securities being registered
23.1 Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1)
23.2 Consent of Deloitte & Touche LLP
24.1 Powers of Attorney (included on signature pages to this
Registration Statement)
4
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EXHIBIT 4.3
THIRD AMENDMENT TO BROOKTROUT, INC.
1992 STOCK INCENTIVE PLAN
This Third Amendment (the "Third Amendment") to the Brooktrout, Inc.
("Brooktrout" or the "Company") 1992 Stock Incentive Plan, dated August 17,
1992, as amended (the "Plan"), was adopted by the Board of Directors (the
"Board") of the Company on March 17, 1999.
WHEREAS, the Board believes that the availability of an adequate number of
shares of common stock, $.01 par value per share (the "Stock"), under the Plan
has been, and in the future will be, an important factor in attracting and
retaining the highest caliber directors, executives and employees of the
Company;
WHEREAS, the Board further believes that the number of shares of Stock,
available for issuance under the Plan is currently insufficient;
WHEREAS, the Board adopted, subject to stockholder approval, an increase of
three hundred thousand (300,000) shares of Stock available for issuance under
the Plan; and
WHEREAS, on May 13, 1999, the stockholders of the Company approved the Amendment
at the annual meeting of stockholders;
NOW, THEREFORE, the Plan is hereby amended in the following manner: The first
sentence of Section 3 clause (a) is amended to increase the maximum number of
shares of Stock reserved and available for issuance under the Plan from three
million one hundred and seventy-five thousand (3,175,000) to three million four
hundred and seventy-five thousand (3,475,000).
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EXHIBIT 5.1
GOODWIN, PROCTER & HOAR LLP
COUNSELLORS AT LAW
EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109-2881
October 12, 1999
Brooktrout, Inc.
410 First Avenue
Needham, Massachusetts 02494
Attn: Eric R. Giler
Re: Brooktrout, Inc. 1992 Stock Incentive Plan, as amended
------------------------------------------------------
Ladies and Gentlemen:
This opinion is delivered in our capacity as counsel to Brooktrout,
Inc. (the "Company") in connection with the preparation and filing with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Securities Act"), of a Registration Statement on Form S-8 (the
"Registration Statement") relating to 300,000 shares of the Company's common
stock, par value $.01 per share (the "Registered Shares"), which may be issued
pursuant to the Brooktrout, Inc. 1992 Stock Incentive Plan, as amended (the
"Plan").
As counsel for the Company, we have examined copies of the Plan, the
Registration Statement, and the Company's Restated Articles of Organization, as
amended, and Amended and Restated Bylaws, each as presently in effect, such
records of the corporate proceedings of the Company as deemed to be material and
such other certificates, receipts, records, and other documents as we have
deemed necessary or appropriate for the purposes of this opinion.
We are attorneys admitted to practice in the Commonwealth of
Massachusetts. We express no opinion concerning the laws of any jurisdictions
other than the laws of the United States of America and the Commonwealth of
Massachusetts, and also express no opinion with respect to the blue sky or
securities laws of any state, including Massachusetts.
Based on the foregoing, we are of the opinion that, when the Registered
Shares are sold and paid for pursuant to the terms of the Plan, the Registered
Shares will be duly authorized, validly issued, fully paid and non-assessable by
the Company under the Business Corporation Law of The Commonwealth of
Massachusetts.
The foregoing assumes that all requisite steps will be taken to comply
with the requirements of the Securities Act and applicable requirements of state
laws regulating the offer and sale of securities.
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We hereby consent to being named as counsel to the Company in the
Registration Statement and to the inclusion of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Goodwin, Procter & Hoar LLP
GOODWIN, PROCTER & HOAR LLP
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EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
As independent auditors, we hereby consent to the incorporation by
reference in this Registration Statement of Brooktrout, Inc. (the "Registrant")
on Form S-8 of our report dated February 10, 1999 appearing in the Annual Report
on Form 10-K of the Registrant for the year ended December 31, 1998.
/s/ DELOITTE & TOUCHE LLP
Deloitte & Touche LLP
Boston, Massachusetts
October 12, 1999
