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As filed with the Securities and Exchange Commission
on August 14, 1996 Registration No. 33-
-------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S - 8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PICTURETEL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 04-2835972
- -------------------------------- -------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 Minuteman Road, Andover, Massachusetts 01810
(Address of Principal Executive Offices)
Amended 1992 Non-Employee Directors' Stock Option Plan
(Full Title of the Plan)
Dr. Norman E. Gaut
100 Minuteman Road, Andover, Massachusetts 01810
(Name and address of Agent for service)
(508) 292-5000
------------------------------------------------------------
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================================
Title of Securities Amount to be Proposed Proposed Amount of
to be Registered Registered Maximum Maximum Registration
offering price per aggregate offering Fee (1)
share (1) price (1)
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 150,000 $37.315 $5,597,250.00 $1,930.09
================================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee on
the basis of the average bid and asked price of the Common Stock as
reported by the National Association of Securities Dealers Quotation
System for August 9, 1996
The Exhibit Index can be found at Page 3.
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INCORPORATION BY REFERENCE
PictureTel Corporation (the "Registrant") hereby incorporates by reference the
contents of the Registrant's Registration Statement on Form S-8, File No.
33-69292.
Item 8. Exhibits
Exhibit 4(a) PictureTel Corporation Amended 1992
Non-Employee Directors' Plan as amended to date.
Exhibit 4(b) Form of Common Stock Certificate (1)
Exhibit 4(c) PictureTel Corporation's Third
Restated Certificate of Incorporation (2)
Exhibit 4(d) PictureTel Corporation's By-Laws (3)
Exhibit 5 Opinion of Counsel
Exhibit 24(a) Consent of Counsel (contained in exhibit 5)
Exhibit 24 (b) Consent of Coopers & Lybrand L.L.P.
Exhibit 25 Power of Attorney (see page 4 of the
Registration Statement)
(1) Incorporated by reference to the Registrant's Registration Statement on
Form S-8, File No. 33-36315.
(2) Incorporation by reference to the Registrant's Registration Statement
on Form S-8, File 33-49814.
(3) Incorporated by reference to the Registrant's Current Report on Form
8-K dated September 13, 1994.
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EXHIBIT INDEX
Page
Exhibit 4(a) PictureTel Corporation Amended 1992 6
Non-Employee Directors' Plan
Exhibit 5 Opinion of Counsel 12
Exhibit 24 (b) Consent of Coopers & Lybrand L.L.P. 13
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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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the Town of Danvers, Massachusetts on the 28th day of June, 1996.
PICTURETEL CORPORATION
By: /s/ Norman E. Gaut
----------------------------------
Norman E. Gaut
President, Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Norman E. Gaut, Les B. Strauss, and Howard K. Fuguet,
and each of them singly, his true and lawful attorneys-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any or all amendments to this
Registration Statement, including any pre-effective and post-effective
amendments, and to file the same with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto the said attorneys-in-fact and agents and each of them 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 he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any substitutes 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 dates indicated.
Signature Title Date
/s/ Norman E. Gaut Chairman of the Board, June 28, 1996
- -------------------- President and Chief Executive
Norman E. Gaut Officer and Director
(Principal Executive Officer)
/s/ Les B. Strauss Vice President, Chief Financial June 28, 1996
- -------------------- Officer
Les B. Strauss (Principal Financial Officer and
Principal Accounting Officer)
/s/ Vinod Khosla Director June 28, 1996
- ------------------
Vinod Khosla
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/s/ Robert T. Knight Director June 28, 1996
- --------------------
Robert T. Knight
/s/ David B. Levi Director June 28, 1996
- --------------------
David B. Levi
/s/ James R. Swartz Director June 28, 1996
- --------------------
James R. Swartz
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Exhibit 4A
PICTURETEL CORPORATION
AMENDED 1992 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
1. Purpose. The purpose of this 1992 Non-Employee Directors' Stock
Option Plan (the "Plan") is to advance the interests of PictureTel Corporation
(the "Company") by enhancing the ability of the Company to attract and retain
non-employee directors who are in a position to make significant contributions
to the success of the Company and to reward directors for such contributions
through ownership of shares of the Company's Common Stock (the "Stock").
2. Administration. The Plan shall be administered by a committee (the
"Committee") of the Board of Directors (the "Board") of the Company designated
by the Board for that purpose. Unless and until a Committee is appointed, the
Plan shall be administered by the entire Board, and references in the Plan to
the "Committee" shall be deemed references to the Board. The Committee shall
have authority, not inconsistent with the express provisions of the Plan (a) to
issue options granted in accordance with the formula set forth in this Plan to
Eligible Directors as defined below; (b) to prescribe the form or forms of
instruments evidencing awards and any other instruments required under the Plan
and to change such forms from time to time; (c) to adopt, amend and rescind
rules and regulations for the administration of the Plan; and (d) to interpret
the Plan and to decide any questions and settle all controversies and disputes
that may arise in connection with the Plan. Such determinations of the Committee
shall be conclusive and shall bind all parties.
3. Eligibility of Directors for Stock Options. Directors of the
Company who are not employees of or consultants to the Company or any subsidiary
of the Company shall be eligible to participate in the Plan ("Eligible
Directors").
4. Automatic Grant of Options; Exercise Price; Option Term. On the date
an individual is first elected as a Director of the Company, such director, if
an Eligible Director, shall be automatically granted an option to purchase
20,000 shares of Common Stock of the Company (subject to adjustment as provided
in Sections 5 and 10) (the "Initial Grant"). Formerly, the Initial Grant was
40,000 shares (after giving effect to the two-for-one stock split in November,
1995).
On August 1, 1996, an Eligible Director who has served as a Director
for more than two years prior to such date, shall be automatically granted an
option to purchase 20,000 shares of
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Common Stock of the Company, so long as such individual is serving as a Director
on the August 1, 1996 date.
On August 1 of each year, commencing August 1, 1997, an Eligible
Director shall automatically be granted an option to purchase 5,000 shares of
Common Stock of the Company (subject to adjustment as provided in Sections 5 and
10), so long as such individual is serving as a Director on the applicable
August 1 date, provided, however, that no such annual option shall be granted to
an Eligible Director who first became an Eligible Director of the Company within
less than six months prior to August 1 of said year.
All option grants shall be at an exercise price equal to the Fair
Market Value of the Common Stock on the effective date of the grant. All options
shall expire ten years after the effective date of the grant.
Options shall be non-incentive options or, if subsequently permitted by
the Internal Revenue Code of 1986, as amended, incentive or other options
entitled to special tax treatment.
5. Number of Shares. The number of shares of Stock of the Company which
may be issued upon the exercise of Options granted under the Plan, including
shares forfeited pursuant to Section 7, shall not exceed 430,000 in the
aggregate (options for 160,000 shares in the aggregate having been granted prior
to April 10, 1996, after giving effect to the two-for-one stock split in
November, 1995), subject to increase under Section 10, which increases and
appropriate adjustments as a result thereof shall be made by the Committee,
whose determination shall be binding on all persons.
6. Stock to be Delivered. Shares of Stock to be delivered pursuant to
an Option granted under this Plan may constitute an original issue of authorized
Stock or may consist of previously issued Stock acquired by the Company, as
shall be determined by the Board. The Board and the proper officers of the
Company shall take any appropriate action required for such delivery. No
fractional shares shall be delivered under the Plan.
The Company will not be obligated to deliver any shares of Stock
pursuant to the Plan (a) until all conditions of the Option have been satisfied,
(b) until, in the opinion of the Company's counsel, all applicable federal and
state laws and regulation have been complied with, (c) if the outstanding Stock
is at the time listed on NASDAQ or any other stock exchange, until the shares to
be delivered have been listed or authorized to be listed on NASDAQ or such other
exchange upon official notice of notice of issuance, and (d) until all other
legal matters in connection with the issuance and delivery of such shares have
been approved by the Company's counsel. If the sale of Stock has not been
registered under the Securities Act of 1933, as amended, the Company may
require, as a condition to exercise of the Options, such representations or
agreements as counsel for the Company may consider appropriate to avoid
violation of such Act and may require that the certificates evidencing such
Stock bear an appropriate legend restricting transfer.
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If an Option is exercised by the Eligible Director's legal
representative, the Company will be under no obligation to deliver Stock
pursuant to such exercise until the Company is satisfied as to the authority of
such representative.
7. Exercisability; Exercise; Payment of Exercise Price. All Options
granted under the Plan shall become exercisable 25% after one year from the
effective date of the grant and 6-1/4% after the end of each quarter thereafter
so that the Options are 100% exercisable four years from the effective date of
the grant.
Any exercise of an Option must be in writing, signed by the proper
person and delivered or mailed to the Company, accompanied by (1) any documents
required by the Committee and (2) payment in full as provided below for the
number of shares for which the Option is exercised.
The exercise price of Stock purchased on exercise of an Option must be
paid for as follows: (1) in cash or by check (acceptable to the Company in
accordance with guidelines established for this purpose), bank draft or money
order payable to the order of the Company or (2) through the delivery of shares
of Stock which have been outstanding for at least six months and which have a
Fair Market Value on the last business day preceding the date of exercise equal
to the exercise price, or (3) by delivery of a promissory note of the Option
holder to the Company, with a maturity of five years (or earlier termination of
service as a director), interest at prime (or the equivalent) announced by Bank
of Boston on the exercise date and on such other terms as are customary for
notes accepted under other stock plans of the Company (provided that, if the
Stock delivered upon exercise of the Option is an original issue of authorized
Stock, at least so much of the exercise price as represents the par value of
such Stock must be paid in cash), or (4) by delivery of an unconditional and
irrevocable undertaking by a broker to deliver promptly to the Company
sufficient funds to pay the exercise price, or (5) by any combination of the
permissible forms of payment.
To the extent shares of Stock covered under an Option are not delivered
because the Option lapses or is terminated, such forfeited shares may be
regranted in another Option within the limits set forth in Section 5.
8. Termination of Options.
a. If an Eligible Director ceases to be a director by reason of death
or total and permanent disability (as determined by the Committee), the
following will apply:
All Options held by the Eligible Director that are not exercisable on
the thirtieth day after termination of the Eligible Director's status as a
director will terminate as of such date. All Options that are exercisable as of
said thirtieth day will continue to be exercisable until the earlier of (1) the
first anniversary of the date on which the Eligible Director's status as a
director
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ended or (2) the date on which the Option would have terminated had the Eligible
Director remained a director. If the Eligible Director has died or is totally or
permanently disabled, the Option may be exercised within such limits by the
Eligible Director's legal representative.
b. If an Eligible Director's service with the Company terminates for
any reason other than death or incapacity as provided above, all options held by
the director that are not then exercisable shall terminate. Options that are
exercisable on the date of such termination (other than termination upon a
removal for cause, in which event all Options shall immediately terminate) shall
continue to be exercisable until the earlier of (1) three months thereafter or
(2) the date on which the Option would have terminated had the director remained
an Eligible Director, and after completion of that period, such Options shall
terminate to the extent not previously exercised, expired or terminated.
c. Certain Corporate Transactions. In the event of a consolidation or
merger in which the Company is not the surviving corporation or which results in
the acquisition of substantially all the Company's outstanding Stock by a single
person or entity or by a group of persons and/or entities acting in concert, or
in the event of the sale or transfer of substantially all the Company's assets
or a dissolution or liquidation of the Company (a "covered transaction"), all
outstanding Options under the Plan will terminate as of the effective date of
the covered transaction, provided that each such outstanding Option not
otherwise exercisable shall become immediately exercisable in full 20 days prior
to the effective date thereof.
9. General Provisions
a. Documentation of Options. Options will be evidenced by written
instruments prescribed by the Committee from time to time. Such instruments may
be in the form of agreements, to be executed by both an Eligible Director and
the Company, or certificates, letters or similar instruments, which need not be
executed by an Eligible Director but acceptance of which will evidence agreement
to the terms thereof.
b. Rights as a Stockholder. An option holder shall not have the rights
of a stockholder with respect to Options under the Plan except as to Stock
actually received by him or her under the Plan.
c. Tax Withholding. The Eligible Director or other appropriate person
shall remit to the Company an amount sufficient to satisfy the withholding
requirements, or make other arrangements satisfactory to the Committee with
regard to such requirements, prior to the delivery of any Stock. If and to the
extent that such withholding is required, the Committee may permit the Eligible
Director such other person to elect at such time and in such manner as the
Committee provides to have the Company hold back from the shares to be
delivered, or to deliver to the Company, Stock having a value calculated to
satisfy the withholding requirement.
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d. Nontransferability of Options. No Option may be transferred other
than by will or by the laws of descent and distribution, and during a director's
lifetime an Option may be exercised only by the director (or, in the event of
the director's incapacity, the person or persons legally appointed to act on the
director's behalf).
10. Adjustments in the Event of Certain Transactions.
a. In the event of a stock dividend, stock split or combination of
shares, recapitalization or other change in the Company's capitalization, or
other distribution to common stockholders other than normal cash dividends, the
Committee will make any appropriate adjustments to the maximum number of shares
that may be delivered under the Plan under Section 5 above.
b. In any event referred to in paragraph (a), the Committee will also
make any appropriate adjustments to the number and kind of shares of stock or
securities subject to Options then outstanding or subsequently granted, exercise
prices relating to Options and any other provision of Options affected by such
change. The Committee may also make such adjustments to take into account
material changes in law or in accounting practices or principles, mergers,
consolidations, acquisitions, dispositions or similar corporate transactions, or
any other event, if it is determined by the Committee that adjustments are
appropriate to avoid distortion in the operation of the Plan.
11. Fair Market Value. For purposes of the Plan, Fair Market Value of a
share of Stock on any date will be the average of the bid and asked prices in
the over-the-counter market with respect to such Stock, as reported by the
National Association of Securities Dealers, Inc. Automated Quotations System or
such other similar system then in use (or by the appropriate equivalent closing
price if the Stock is then listed on any stock exchange); or, if on any such a
date such Stock is not quoted by any such organization, the average of the
closing bid and asked prices with respect to such Stock, as furnished by a
professional market maker making a market in such Stock selected by the
Committee; or if such prices are not available, the fair market value of such
Stock as of such date as determined in good faith by the Committee.
12. Effective Date and Term. This Plan has an effective date of October
23, 1992, having been adopted by the Board of Directors on October 14, 1992 and
approved by the vote of stockholders at the Annual Meeting on June 10, 1993.
Options granted under the Plan prior to the date of such stockholder approval on
June 10, 1993 became effective on the effective date of grant. No Options may be
awarded under this Plan after October 1, 2002, but the Plan shall continue
thereafter while previously awarded Options remain subject to the Plan.
13. Effect of Termination, and Amendment. Neither adoption of the Plan
nor the grant of Options to an Eligible Director shall confer upon any person
any right to continued status as a director with the Company or any subsidiary
or affect in any way the right of the Company or subsidiary to terminate a
director relationship at any time or shall affect the Company's right to
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grant to such director options or other stock awards that are not subject to the
Plan, to issue to such director stock as a bonus or otherwise, or to adopt other
plans or arrangements under which stock may be issued to directors. The
Committee may at any time terminate the Plan as to any further grants of
Options. The Committee may at any time or times amend the Plan for any purpose
which may at the time be permitted by law, but in no event (except to comply
with the provisions of the Internal Revenue Code, the Employee Retirement Income
Security Act or the rules thereunder) more than once in any six-month period.
The amendments adopted by the Board of Directors on April 10, 1996
shall become effective on April 10, 1996, provided they are approved by vote of
the stockholders at the 1996 Annual Meeting.
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Exhibit 5
PictureTel Corporation August 14, 1996
100 Minuteman Road
Andover, Massachusetts 01810
RE: 1992 Non-Employee Directors' Plan
Ladies and Gentlemen:
I have assisted in the preparation of a Registration Statement on Form
S-8 (the "Registration Statement") to be filed with the Securities and Exchange
Commission relating to 150,000 shares (the "Shares") of the Common Stock $.01
par value per share, of PictureTel Corporation, a Delaware corporation (the
"Company"), issuable under the Company's 1992 Non-Employee Directors' Plan (the
"Plan").
I have examined the Restated Certificate of Incorporation of the
Company and all amendments thereto in the Office of the Secretary of State of
Delaware, all pertinent records of the meetings of the directors and
stockholders of the Company, the aforementioned Registration Statement and such
other documents relating to the Company as I have deemed material for purposes
of this opinion.
In my examination of the foregoing documents, I have assumed the
genuineness of all signatures and the authenticity of all documents submitted to
me as originals, the conformity to original documents of all documents submitted
to me as certified or photostatic copies, and the authenticity of the originals
of such documents.
Based upon the foregoing, it is my opinion that:
1. The Company is a corporation duly organized and validly existing under
the laws of the State of Delaware.
2. The Company has duly authorized for issuance the Shares of its Common
Stock covered by the Registration Statement to be issued under the
Plan, as described in the Registration Statement, and such Shares, when
issued and paid for in accordance with the terms of the Plan, will be
validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement.
Very Truly Yours,
/s/ Holly H. Stratford
Holly H. Stratford
Associate General Counsel
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EXHIBIT 24(b)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
of PictureTel Corporation on Form S-8 of our reports dated February 20, 1996, on
our audits of the consolidated financial statements and financial statement
schedule of PictureTel Corporation as of December 31, 1995 and 1994 and for each
of the three years in the period ended December 31, 1995, which reports are
included in the Annual Report on Form 10-K of PictureTel Corporation for the
year ended December 31, 1995.
Coopers & Lybrand L.L.P.
Boston, Massachusetts
August 13, 1996
12A
