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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
March 31, 1994
OCTEL COMMUNICATIONS CORPORATION
_________________________________________________________________
(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
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0-16588 77-0029449
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(Commission File No.) (IRS Employer Identification Number)
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890 Tasman Drive
Milpitas, California 95035-7439
______________________________________________________________
(Address of Principal Executive Offices)
(408) 321-2000
________________________________________________________________
(Registrant's Telephone Number, Including Area Code)
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Item 1. Changes in Control of Registrant.
Not applicable.
Item 2. Acquisition or Disposition of Assets.
On March 31, 1994, pursuant to an Agreement and Plan of
Reorganization dated January 29, 1994 (the "Reorganization Agreement"), among
the Registrant, Octel Acquisition Corporation, a Delaware corporation and
wholly owned subsidiary of the Registrant ("Sub"), and VMX, Inc., a Delaware
corporation ("VMX"), and a related Agreement of Merger dated March 31, 1994
(the "Merger Agreement") between Sub and VMX, Sub was merged with and into VMX
and VMX, as the surviving corporation, became a wholly owned subsidiary of the
Registrant (the "Merger"). The Registrant designs, manufactures and markets
voice information processing systems that use the touch-tone telephone as the
terminal and the fax machine as the printer. These multi-functional,
specialized computers and personal computer-based systems allow users to
access, manage and integrate multiple forms of information -- voice,
information and data -- across the worldwide telephone network in a single call
from any touch-tone telephone in the world. VMX designs, manufactures and
markets customer premise equipment applications using a broad range of voice
processing systems and software products that permit the creation of
communication solutions specifically designed to each particular organization's
requirements.
As a result of the Merger, each outstanding share of VMX Common
Stock was exchanged for 0.2 shares of Registrant's Common Stock. The
outstanding VMX Common Stock was exchanged for an aggregate of 6,371,950 shares
of the Registrant's Common Stock, including shares reserved for issuance upon
exercise of options to purchase VMX Common Stock assumed by Registrant.
The ratio at which VMX Common Stock was exchanged for Registrant
Common Stock was determined pursuant to a formula set forth in the
Reorganization Agreement and the Merger Agreement. The formula was agreed upon
in arms' length negotiation of the terms of the Merger and took into account
various factors concerning the relative valuations of the Registrant and VMX.
The Registrant received an opinion from its financial advisor that the Merger
was fair to the Registrant from a financial point of view.
Pursuant to the Reorganization Agreement, the Registrant agreed to
assume all options to purchase VMX Common Stock outstanding at the effective
time of the Merger, subject to the provision that the options so assumed would
become options to purchase Common Stock of the Registrant, with appropriate
adjustments to the number of shares and exercise price of each instrument to
reflect the ratio at which VMX Common Stock was converted into the Registrant's
Common Stock. As a result of the Merger, the Registrant has assumed options
which represent the right to purchase 940,265 shares of Common Stock of the
Registrant.
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The Merger constitutes a reorganization under Section 368(a) of the
Internal Revenue Code of 1986, as amended, and will be treated by the
Registrant as a "pooling of interests" for accounting purposes.
Each stockholder of VMX who was an affiliate of VMX and each
affiliate of the Registrant agreed to certain restrictions on transfer with
respect to the shares of Common Stock of the Registrant acquired by such
stockholder in the Merger or owned by such stockholder prior to the Merger. In
addition, certain officers and key employees of VMX have entered into
employment agreements with the Registrant.
Item 3. Bankruptcy or Receivership.
Not applicable.
Item 4. Changes in Registrant's Certifying Accountant.
Not applicable.
Item 5. Other Events.
Not applicable.
Item 6. Resignations of Registrant's Directors.
Not applicable.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Businesses Acquired.
(i) The audited consolidated balance sheets of VMX as of
June 30, 1993 and 1992 and the audited consolidated
statements of operations, stockholder's equity and
cash flows of VMX for the fiscal years ended June
30, 1993, 1992 and 1991 are hereby incorporated by
reference from VMX's June 30, 1993 annual report
on Form 10-K.
(ii) The unaudited consolidated balance sheet of VMX as
of December 31, 1993 and 1992 and the unaudited
consolidated statements of operations and cash flows
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for the three and six month periods ended December
31, 1993 and 1992 are hereby incorporated by
reference from VMX's December 31, 1993
quarterly report on Form 10-Q.
(b) Pro Forma Financial Information
The pro forma financial information required by this item is
hereby incorporated by reference to the Registrant's
Amendment No. 1 to its Registration Statement on Form S-4
(No. 33-52313), declared effective on March 1, 1994.
(c) Exhibits
2.1(1) Agreement and Plan of Reorganization between Octel
Communications Corporation, Octel Acquisition
Corporation and VMX, Inc., dated January 29, 1994,
together with all exhibits thereto
4.1(2) VMX, Inc./OPCOM 1982 Incentive Stock Option Plan
4.2(2) VMX, Inc. 1983 Stock Option Plan
4.3(2) VMX, Inc. 1986 Stock Option Plan
4.4(2) VMX, Inc. 1989 Stock Option Plan
23.1 Consent of KPMG Peat Marwick
(1) Incorporated by reference to the Registrant's
Amendment No. 1 to its Registration Statement on
Form S-4 (No. 33-52313), declared effective on
March 1, 1994.
(2) Incorporated by reference to the Registrant's
Registration Statement on Form S-8
(No. 33-52975), filed on April 5, 1994.
Item 8. Change in Fiscal Year.
Not applicable.
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Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
OCTEL COMMUNICATIONS CORPORATION
By: /s/ Gary A. Wetsel
Gary A. Wetsel, Executive Vice President and
Chief Financial Officer
Date: April 7, 1994
CFB04G.R1(5P3)
04/05/94 -5-
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INDEX TO EXHIBITS
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Exhibit
Number Description
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2.1(1) Agreement and Plan of Reorganization between Octel Communications Corporation,
Octel Acquisition Corporation and VMX, Inc., dated January 29, 1994, together
with all exhibits thereto
4.1(2) VMX, Inc./OPCOM 1982 Incentive Stock Option Plan
4.2(2) VMX, Inc. 1983 Stock Option Plan
4.3(2) VMX, Inc. 1986 Stock Option Plan
4.4(2) VMX, Inc. 1989 Stock Option Plan
23.1 Consent of KPMG Peat Marwick
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(1) Incorporated by reference to the Registrant's Amendment No. 1 to its
Registration Statement on Form S-4, No. 33-52313, declared effective
on March 1, 1994.
(2) Incorporated by reference to the Registrant's Registration Statement
on Form S-8 (No. 33-52975) filed on April 5, 1994.
CFB04G.R1(5P3)
04/05/94
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Exhibit 23.1
CONSENT OF KPMG PEAT MARWICK
We consent to incorporation by reference in the Registration Statements
(Nos. 33-26343, 33-49046, 33-56510, 33-73770, 33-52975) on Form S-8 of Octel
Communications Corporation of our report dated July 28, 1993 related to the
consolidated balance sheets of VMX, Inc. as of June 30, 1993 and 1992, and the
related consolidated statements of operations, stockholders' equity, and cash
flows for each of the years in the three-year period ended June 30, 1993, which
report is incorporated by reference in the June 30, 1993 annual report on Form
10-K of VMX, Inc.
San Jose, California
April 11, 1994
