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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2 TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
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OCTEL COMMUNICATIONS CORPORATION
(NAME OF SUBJECT COMPANY)
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OCTEL COMMUNICATIONS CORPORATION
(NAME OF PERSON FILING STATEMENT)
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COMMON STOCK, $0.001 PAR VALUE
(INCLUDING THE ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS)
(TITLE OF CLASS OF SECURITIES)
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675724108
(CUSIP NUMBER OF CLASS OF SECURITIES)
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ROBERT COHN
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
OCTEL COMMUNICATIONS CORPORATION
1001 MURPHY RANCH ROAD
MILPITAS, CA 95035-7912
(408) 321-2000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS
ON BEHALF OF THE PERSON FILING STATEMENT)
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Copies to:
LARRY W. SONSINI, ESQ.
BARRY E. TAYLOR, ESQ.
MARTY KORMAN, ESQ.
MARK E. BONHAM, ESQ.
WILSON SONSINI GOODRICH & ROSATI
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304
(415) 493-9300
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INTRODUCTION
This Amendment No. 2 supplements the Solicitation/Recommendation Statement
on Schedule 14D-9 filed by Octel Communications Corporation (the "Company") with
the Securities and Exchange Commission on July 23, 1997 (the "Schedule 14D-9")
relating to an offer by Memo Acquisition Corp., a Delaware corporation and a
wholly owned subsidiary of Lucent Technologies Inc., a Delaware corporation
("Parent"), to purchase all of the Shares of Octel Communications Corporation, a
Delaware corporation. Unless otherwise indicated, all capitalized terms referred
to herein shall have the same meaning as set forth in the Schedule 14D-9.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
On August 8, 1997, the Company and Parent issued a joint press release, a
copy of which is attached hereto as Exhibit (a)(5), announcing the receipt of a
second request for information from the Antitrust Division of the Department of
Justice.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
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(a)(1)* Press release issued by the Company and Parent on July 17, 1997.
(a)(2)* Opinion of Goldman Sachs dated July 17, 1997.
(a)(3)* Opinion of H&Q dated July 17, 1997.
(a)(4)* Letter to Stockholders dated July 23, 1997 from Robert Cohn, Chairman of
the Board of Directors and Chief Executive Officer of the Company.
(a)(5) Press release issued by the Company and Parent on August 8, 1997.
(c)(1)* Agreement and Plan of Merger, dated as of July 17, 1997, among Parent, the
Purchaser and the Company.
(c)(2)* Form of Indemnification Agreement.
(c)(3)* Certificate of Incorporation of the Company, as amended to date.
(c)(4)* Bylaws of the Company.
(c)(5)* Employment Agreement dated as March 1, 1997 by and between the Company and
David J. Ladd.
(c)(6)* The Company's Information Statement pursuant to Section 14(f) of the
Exchange Act and Rule 14f-1 thereunder.
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* Previously filed.
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
accurate.
OCTEL COMMUNICATIONS CORPORATION
By: /s/ W. MICHAEL WEST
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W. Michael West
President and Chief Operating
Officer
Dated: August 8, 1997
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EXHIBIT (a)(5)
Lucent Technologies
Lynn Newman
908-582-5522 (office)
973-993-8033 (home)
Octel Communications Corporation
Greg Klaben
408-324-6571 (office)
408-324-2126 (home)
DEPARTMENT OF JUSTICE REQUESTS MORE INFORMATION ON LUCENT TECHNOLOGIES'
ACQUISITION OF OCTEL
FOR RELEASE: FRIDAY, AUGUST 8, 1997
MURRAY HILL, NJ -- Lucent Technologies and Octel Communications Corporation
have received a second request for information from the Antitrust Division of
the Department of Justice (DOJ) in connection with the proposed acquisition of
Octel by Lucent.
Noting that such a request is not unusual in these circumstances, Lucent
and Octel continue to be confident that the acquisition will be completed. The
companies will work expeditiously to respond to the DOJ's request.
If necessary, Lucent will extend the tender offer as appropriate.
