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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
Amendment No. 3
For Registration of Certain Classes of
Securities Pursuant to
Section 12(b) or (g) of the
Securities Exchange Act of 1934
OCTEL COMMUNICATIONS CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 77-0029449
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(State of incorporation (I.R.S. Employer
or organization Identification No.)
1001 Murphy Ranch Road, Milpitas, CA 95035
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(Address of principal executive offices)
If this Form relates to the registration of a class of debt securities
and is effective upon filing pursuant to General Instruction A.(c)(1), please
check the following box. [ ]
If this Form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a
concurrent registration statement under the Securities Act of 1933 pursuant to
General Instruction A.(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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None None
Securities to be registered pursuant to Section 12(g) of the Act:
PREFERRED SHARE PURCHASE RIGHTS
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(Title of class)
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(Title of class)
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Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
On August 1, 1990, Octel Communications Corporation (the "Company")
filed a Registration Statement on Form 8-A (the "Registration Statement") with
the Securities Exchange Commission (the "Commission") in order to register
common share purchase rights issuable in accordance with the terms of the
Common Shares Rights Agreement (the "Original Rights Agreement") between the
Company and Bank of America NT & SA, as rights agent. On August 30, 1996, the
Company filed an amendment to the Registration Statement with the Commission to
reflect the fact that the Company and The First National Bank of Boston, as
successor rights agent, entered into the Amended and Restated Common Shares
Rights Agreement, which supersedes the Original Rights Agreement as originally
executed. On May 13, 1997, the Company and The First National Bank of Boston,
as successor rights agent, entered into the Second Amended and Restated Rights
Agreement (the "Prior Rights Agreement"), which supersedes the Amended and
Restated Common Shares Rights Agreement as originally executed.
On July 17, 1997, the Company and the First National Bank of Boston,
as successor rights agent, entered into the Third Amendment to Rights Agreement
(the "Amendment"), which amends the Prior Rights Agreement as originally
executed. The Prior Rights Agreement, as amended by the Amendment, is referred
to herein as the "Amended Rights Agreement." The Amended Rights Agreement is
substantially the same as the Prior Rights Agreement as originally executed,
with the following principal exceptions:
ACQUIRING PERSON
The Amended Rights Agreement provides that none of Lucent Technologies
Inc. ("Parent"), Memo Acquisition Corp. ("Sub"), or any of their respective
subsidiaries, Affiliates or Associates is an Acquiring Person pursuant to the
Amended Rights Agreement solely by virtue of the execution of the Agreement and
Plan of Merger dated July 17, 1997 among Parent, Sub, and the Company (the
"Merger Agreement"), commencement and consummation of the Offer (as defined in
the Merger Agreement), the acquisition of Shares (as defined in the Merger
Agreement) by Sub pursuant to the Offer and the consummation of the Merger (as
defined in the Merger Agreement).
DISTRIBUTION DATE
The Amended Rights Agreement provides that a Distribution Date shall
not occur solely by reason of the Offer, the execution of the Merger Agreement,
the acquisition of the Shares by Sub pursuant to the Offer or the consummation
of the Merger.
SHARES ACQUISITION DATE
The Amended Rights Agreement provides that a Shares Acquisition Date
shall not occur solely by reason of the Offer, the execution of the Merger
Agreement, the acquisition of the Shares by Sub pursuant to the Offer or the
consummation of the Merger.
FINAL EXPIRATION DATE
The Amended Rights Agreement provides that the Final Expiration Date
is the earlier of immediately prior to the Effective Time (as defined in the
Merger Agreement) or the close of business on May 13, 2007.
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In all other material respects, the disclosure concerning the Rights
and the Rights Agreement as set forth in the Registration Statement is
unchanged.
The summary of the Amended Rights Agreement contained herein or in the
Registration Statement as originally filed is qualified in its entirety by
reference to the Amended Rights Agreement.
Item 2. EXHIBITS.
1. Third Amendment to Rights Agreement, dated as of July 17, 1997
between Octel Communications Corporation and The First
National Bank of Boston.
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Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934 the Registrant has duly caused this amendment to be signed on its
behalf by the undersigned, thereunto duly authorized.
Date: July 23, 1997 OCTEL COMMUNICATIONS CORPORATION
/s/ Derek S. Daley
By:_______________________________
Title: Vice President, General
Counsel and Secretary
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EXHIBIT INDEX
Exhibit
No. Exhibit
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1 Third Amendment to Rights Agreement, dated as of
July 17, 1997 between Octel Communications
Corporation and The First National Bank of Boston.
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EXHIBIT 1
THIRD AMENDMENT TO RIGHTS AGREEMENT
This Amendment dated July 17, 1997 ("Amendment") to the Second Amended
and Restated Rights Agreement ("Agreement"), dated as of May 13, 1997, is
between Octel Communications Corporation, a Delaware corporation (the
"Company"), and The First National Bank of Boston, a national banking
association (the "Rights Agent").
Pursuant to Section 27 of the Agreement, this Amendment is being
executed by the Company and the Rights Agent for the purpose of amending the
Agreement as set forth below:
The Agreement is hereby amended as follows:
1. Section 1(a) shall be amended by inserting the following at
the end of Section 1(a):
"Notwithstanding the foregoing or any provision to the
contrary in this Agreement, none of Lucent Technologies Inc.
("Parent"), Memo Acquisition Corp. ("Sub"), or any of their
respective subsidiaries, Affiliates or Associates is an
Acquiring Person pursuant to this Agreement solely by virtue
of the execution of the Agreement and Plan of Merger of even
date herewith among Parent, Sub and the Company (the "Merger
Agreement"),commencement and consummation of the Offer (as
defined in the Merger Agreement), the acquisition of Shares
(as defined in the Merger Agreement) by Sub pursuant to the
Offer and the consummation of the Merger (as defined in the
Merger Agreement)."
2. Section 1(h) shall be amended by inserting the following at
the end of Section 1(h):
"Notwithstanding the foregoing or any provision to the
contrary in this Agreement, a Distribution Date shall not
occur solely by reason of the Offer, the execution of the
Merger Agreement, the acquisition of the Shares by Sub
pursuant to the Offer or the consummation of the Merger."
3. Section 1(m) shall be amended by inserting the following at
the end of Section 1(m):
"Notwithstanding the foregoing or any provision to the
contrary in this Agreement, a Shares Acquisition Date shall
not occur solely by reason of the Offer, the execution of the
Merger Agreement, the acquisition of the Shares by Sub
pursuant to the Offer or the consummation of the Merger."
4. Clause (i) of Section 7(a) shall be amended and restated in
its entirety to read as follows:
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"(i) the earlier of (A) immediately prior to the Effective
Time (as defined in the Merger Agreement) or (B) the close of
business on May 13, 2007 (the 'Final Expiration Date')"
5. This Amendment shall be deemed to be entered into under the
laws of the State of Delaware and for all purposes shall be governed by and
construed in accordance with the laws of such State applicable to contracts to
be made and performed entirely within such State.
6. This Amendment may be executed in any number of counterparts
and each of such counterparts shall for all purposes be deemed to be an
original, and all such counterparts shall together constitute but one and the
same instrument.
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7. As amended hereby, the Agreement shall remain in full force
and effect.
OCTEL COMMUNICATIONS CORPORATION
/s/ Robert Cohn
By:_________________________________
Robert Cohn
Chairman and Chief Executive Officer
/s/ Derek S. Daley
Attest:__________________________
Derek S. Daley
Secretary
THE FIRST NATIONAL BANK OF BOSTON,
AS RIGHTS AGENT
/s/ Geoffrey D. Anderson
By:_________________________________
Signature of Authorized Signatory
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