<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 21, 1997
REGISTRATION NO. 333-
--------
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------------------
OCTEL COMMUNICATIONS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 77-0029449
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
1001 MURPHY RANCH ROAD
MILPITAS, CALIFORNIA 95035-7912
(408) 321-2000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
---------------------------
DEREK S. DALEY, ESQ.
VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
OCTEL COMMUNICATIONS CORPORATION
1001 MURPHY RANCH ROAD
MILPITAS, CALIFORNIA 95035-7912
(408) 321-2000
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
---------------------------
Copy to:
MARK E. BONHAM, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304
---------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE
TO THE PUBLIC UNDER THIS REGISTRATION STATEMENT:
As soon as practicable after this Registration Statement becomes effective.
---------------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. / /
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
---------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE(1) PRICE(1) REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.001 par value
per share............................. 100,000 $16.50 $1,650,000 $500
==================================================================================================================================
</TABLE>
(1) Estimated solely for purposes of calculation of the registration fee based
on the closing price of the Registrant's Common Stock on the Nasdaq National
Market on February 14, 1997.
---------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
================================================================================
<PAGE> 2
PROSPECTUS
OCTEL COMMUNICATIONS CORPORATION
---------------------------
Common Stock, $0.001 par value
-------------------------------------------
This Prospectus relates to 100,000 shares of the Common Stock, $0.001
par value ("Common Stock"), of Octel Communications Corporation (together with
its consolidated subsidiaries, "Octel" or the "Company") that are issuable upon
exercise of options to purchase Common Stock (the "Options") held by the Selling
Stockholder named herein (the "Selling Stockholder"). The Options have been
issued with an exercise price of $12.50 per share. The shares may be offered
from time to time by the Selling Stockholder for its own benefit. It is
anticipated that the Selling Stockholder will generally offer shares for sale at
prevailing prices in the over-the-counter market on the date of sale. The
Company will receive no part of the proceeds of sales made hereunder. All
expenses of registration, legal and other expenses (other than selling
commissions and expenses) incurred in connection with this offering are being
borne by the Company.
The Common Stock of the Company is traded in the over-the-counter
market on the Nasdaq National Market. On February 19, 1997, the closing price of
the Company's Common Stock was $17.4375 (Nasdaq Symbol: OCTL).
SEE "RISK FACTORS" COMMENCING ON PAGE 2 FOR A DISCUSSION OF CERTAIN
FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK
OFFERED HEREBY.
The Selling Stockholder and any broker executing selling orders on
behalf of the Selling Stockholder may be deemed to be an "underwriter" within
the meaning of the Securities Act of 1933, as amended (the "Securities Act").
Commissions received by any such broker may be deemed to be underwriting
commissions under the Securities Act.
-------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
-------------------------------------------
The date of this Prospectus is February 20, 1997.
<PAGE> 3
No person is authorized to give any information or to make any
representations, other than those contained in this Prospectus, in connection
with the offering described herein, and, if given or made, such information or
representations must not be relied upon as having been authorized by the Company
or the Selling Stockholder. This Prospectus does not constitute an offer to
sell, or a solicitation of an offer to buy, nor shall there be any sale of these
securities by any person in any jurisdiction in which it is unlawful for such
person to make such offer, solicitation or sale. Neither the delivery of this
Prospectus nor any sale made hereunder shall under any circumstances create an
implication that the information contained herein is correct as of any time
subsequent to the date hereof.
The Company hereby undertakes to provide without charge to each person
to whom a copy of this Prospectus is delivered, upon written or oral request of
any such person, a copy of any and all of the information that has been or may
be incorporated by reference in this Prospectus, other than exhibits to such
documents. Requests for such copies should be directed to: Director of Investor
Relations, Octel Communications Corporation, 1001 Murphy Ranch Road, Milpitas,
CA 95035-7912. The Company's telephone number at that location is (408)
321-2000.
The Company is subject to the informational reporting requirements of
the Securities Exchange Act of 1934, as amended, and in accordance therewith
files reports, proxy statements and other information with the Securities and
Exchange Commission (the "Commission"). Such reports, proxy statements and other
information can be inspected and copied at the Public Reference Room of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the
Commission's regional offices at Citicorp Center, 500 West Madison St., Suite
1400, Chicago, IL 60661; Seven World Trade Center , New York, NY 10048; and
copies of such material can be obtained from the Public Reference Section of the
Commission, Washington, D.C. 20549, at prescribed rates. Information, as of
particular dates, concerning directors and officers of the Company, their
remuneration, options granted to them, the principal holders of securities of
the Company, and any material interest of such persons in transactions with the
Company has been or will be disclosed in the proxy statements to be distributed
to stockholders of the Company and filed with the Commission. The Commission
maintains a World Wide Web site that contains reports, proxy and information
statements and other information filed electronically with the Commission. The
address of the site is http://www.sec.gov.
This Prospectus contains information concerning the Company and sales
of its Common Stock by the Selling Stockholder but does not contain all the
information set forth in the Registration Statement which the Company has filed
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended. The Registration Statement, including various exhibits, may be
inspected at the Commission's office in Washington, D.C.
RISK FACTORS
In addition to reviewing other information in this Prospectus and the
Company's Annual Report on Form 10-K and the other documents incorporated herein
by reference (the "Incorporated Documents"), the following factors should be
considered carefully in evaluating the Company and its business before
purchasing the shares of Common Stock offered by this Prospectus. Statements in
this "Risk Factors" section regarding expectations or future events and certain
sections of the Incorporated Documents (identified with more particularity in
such Incorporated Documents) may contain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. Actual results could
differ materially from those projected in such forward-looking statements as a
result of the factors set forth below and elsewhere in this document and the
Incorporated Documents.
The Company believes that in the future its results of operations could
be affected by various factors including, but not limited to, market acceptance
of new products and upgrades, growth in the worldwide voice processing market,
competition, expansion of services by its VIS customers, the outcome of
litigation and changes in general economic conditions in any of the countries in
which the Company does business.
-2-
<PAGE> 4
The Company believes that the successful introduction of new and
enhanced products and services will be essential for it to maintain or improve
its competitive position. In October 1996, the Company announced the delay of a
software release for its Sierra platform. The release, which is an upgrade for
existing customers, was originally expected to begin shipping late in the first
quarter of fiscal 1997 but has been delayed until the latter portion of fiscal
1997. As of January 17, 1997, the Company met a major milestone by shipping the
software product to one of its customers for evaluation. However, the time frame
for acceptance by customers may negatively affect revenues in fiscal 1997 and
the Company's quarterly trend of results of operations may be negatively
affected throughout the remainder of fiscal 1997. While the Company believes
that this delay will not put contracts or customer relationships at risk, and
that this delay is merely a timing issue, there can be no assurance that further
delays will not occur, that customer relationships will not be damaged or that
expected revenues related to this upgrade will not be permanently lost.
In July 1995, the Company introduced OcteLink - a global "messaging
post office" that could eventually allow the interconnection of virtually any
voice messaging system with networking capability, regardless of protocol,
system size or geographic location. OcteLink revenues may be derived from either
the sale of hardware to service providers or from OcteLink directly providing
services to a customer. Revenues from OcteLink commenced during the second
quarter of fiscal 1996 but have not been material to date. The Company has
incurred additional research and development and selling, general and
administrative expenditures to launch OcteLink and expects to incur additional
costs in future quarters. Although the Company believes OcteLink is a viable
global messaging network, there is currently no reliable data regarding the
demand for such services. Furthermore, demand for a global messaging network may
be slow to materialize, may not materialize or competitors may successfully
introduce alternative solutions to OcteLink that achieve better market
acceptance.
The Company is currently engaged in various new projects and product
development which are necessary to help maintain market share and Octel's
leadership position in the industry. Two of the more significant projects are
"unified messaging" products for voice, fax and electronic mail messaging and
the Company's next-generation client/server architecture for its Sierra
platform, IMA. Unified messaging essentially unites voice, fax and e-mail
together in a client/server architecture that uses standard PC and LAN
technology. This integration brings together several discrete technologies into
a single mailbox that provides user access from a telephone or a PC. In May
1995, Octel announced the first component of its unified messaging technology
that will be available on Microsoft Exchange, a LAN-based, enterprise-wide
messaging architecture. Current expectations are for revenue to commence in the
latter half of fiscal 1997 but are not expected to be material for fiscal 1997.
IMA was originally scheduled for first-phase release during the end of fiscal
1996; however, shipment of this product has been delayed in order to allow for
incorporating newly available third-party technologies, the completion of
product development and the release of a more feature-rich product. The
successful introduction of these and other new products is dependent on a number
of factors, some of which are beyond the Company's control, including product
acceptance in the marketplace, introduction of competitive products by existing
or new competitors, changes in technology, price competition and other factors.
Any delay in introducing new products or failure of such products to achieve
substantial market share could significantly reduce future expected revenues or
result in the need for additional expenses to bring the product to market.
Furthermore, there can be no assurance that the Company will be successful in
completing and introducing new products or that such products will generate
significant revenues or profits.
During the latter half of fiscal 1995, the Company adopted a new,
capacity-based pricing approach for its largest GBS system, the XC-1000. This
pricing approach was also adopted for Overture and Sierra system sales during
fiscal 1996. This approach allows customers to purchase systems with only part
of the equipment's capacity enabled and then have additional capacity enabled in
the future upon payment of additional fees. The Company adopted contract
accounting during fiscal 1996 (based upon percentage-of-completion) to recognize
revenue in connection with capacity on demand transactions when firm commitments
to purchase additional capacity exist. Under this method, revenues are
recognized as a function of the capacity provided to the customer and costs are
recognized proportionally to revenue recognized. Consequently, certain costs are
deferred in the Balance Sheet under the caption "Deposits and other assets."
While the Company believes that capacity-based pricing will make it more
competitive, difficulties in implementing this approach,
-3-
<PAGE> 5
delays or adverse results due to renegotiation of sales and distribution
agreements to accommodate capacity-based pricing or the failure to generate
additional sales could have an adverse effect on the Company's results of
operations.
Due to the factors noted above and elsewhere in management's discussion
and analysis of financial condition and results of operations, the Company's
future earnings and Common Stock price may be subject to significant volatility,
particularly on a quarterly basis. Past financial performance should not be
considered a reliable indicator of future performance and investors should not
use historical trends to anticipate results or trends in future periods. Any
shortfall in revenue or earnings from the levels anticipated by securities
analysts could have an immediate and significant adverse effect on the trading
price of the Company's Common Stock in any given period. Additionally, the
Company may not learn of such shortfalls until late in a fiscal quarter, which
could result in an even more immediate and adverse effect on the trading price
of the Company's Common Stock. Finally, the Company participates in a highly
dynamic industry which often results in volatility of the Company's Common Stock
price.
The Company has been and may in the future continue to be required to
litigate enforcement of its intellectual property or commercial rights or to
defend itself in litigation arising out of claims by third parties. Such
litigation, even if the Company is ultimately victorious, can be extremely
expensive and may have a material adverse effect on the Company's results of
operations in any particular period. Litigation may also occupy management
resources that would otherwise be available to address other aspects of the
Company's business.
THE COMPANY
Octel Communications Corporation was incorporated in Delaware in
December 1989 as the successor to a California corporation and a related
corporation and research and development limited partnership first formed in
1982. The Company's principal executive offices are located at 1001 Murphy Ranch
Road, Milpitas, CA 95035-7912 and its telephone number at that address is (408)
321-2000. The Common Stock of the Company is traded on the Nasdaq National
Market and is quoted under the symbol OCTL.
SELLING STOCKHOLDER
The Selling Stockholder is a trust that acquired the Options from
Robert Cohn, the Company's Chief Executive Officer, who received the Options
under the Company's 1995 Incentive Stock Plan. Members of Mr. Cohn's family are
beneficiaries of the Selling Stockholder, and another director of the Company
serves as trustee of the Selling Stockholder. The following table shows the name
of the Selling Stockholder and the maximum number of shares of Common Stock to
be sold by it pursuant to this Prospectus:
<TABLE>
<CAPTION>
MAXIMUM
SHARES OWNED SHARES TO BE SHARES OWNED
SELLING PRIOR TO SOLD IN THE AFTER THE
STOCKHOLDER OFFERING OFFERING OFFERING
<S> <C> <C> <C>
The Hollis Trust 100,000 100,000 0
</TABLE>
-4-
<PAGE> 6
PLAN OF DISTRIBUTION
The Company has been advised by the Selling Stockholder that it intends
to sell all or a portion of the shares offered hereby from time to time in the
over-the-counter market and that sales will be made at prices prevailing at the
times of such sales. The Selling Stockholder may also make private sales
directly or through a broker or brokers, who may act as agent or as principal.
In connection with any sales, the Selling Stockholder and any brokers
participating in such sales may be deemed to be underwriters within the meaning
of the Securities Act.
Any broker-dealer participating in such transactions as agent may
receive commissions from the Selling Stockholder (and, if they act as agent for
the purchaser of such shares, from such purchaser). Usual and customary
brokerage fees will be paid by the Selling Stockholder. Broker-dealers may agree
with the Selling Stockholder to sell a specified number of shares at a
stipulated price per share, and, to the extent such a broker-dealer is unable to
do so acting as agent for the Selling Stockholder, to purchase as principal any
unsold shares at the price required to fulfill the broker-dealer commitment to
the Selling Stockholder. Broker-dealers who acquire shares as principal may
thereafter resell such shares from time to time in transactions (which may
involve crosses and block transactions and which may involve sales to and
through other broker-dealers, including transactions of the nature described
above) in the over-the-counter market, in negotiated transactions or otherwise
at market prices prevailing at the time of sale or at negotiated prices, and in
connection with such resales may pay to or receive from the purchasers of such
shares commissions computed as described above.
The Company has advised the Selling Stockholder that the
anti-manipulative Rules 10b-2, 10b-6 and 10b-7 under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), may apply to its sales in the market,
has furnished the Selling Stockholder with a copy of these Rules and has
informed it of the need for delivery of copies of this Prospectus. The Selling
Stockholder may indemnify any broker-dealer that participates in transactions
involving the sale of the shares against certain liabilities, including
liabilities arising under the Securities Act. Any commissions paid or any
discounts or concessions allowed to any such broker-dealers, and any profits
received on the resale of such shares, may be deemed to be underwriting
discounts and commissions under the Securities Act if any such broker-dealers
purchase shares as principal.
Upon notification by the Selling Stockholder to the Company that any
material arrangement has been entered into with a broker-dealer for the sale of
shares through a cross or block trade, a supplemental prospectus will be filed
under Rule 424(c) under the Securities Act setting forth the name of the
participating broker-dealer(s), the number of shares involved, the price at
which such shares were sold by the Selling Stockholder, the commissions paid or
discounts or concessions allowed by the Selling Stockholder to such
broker-dealer(s), and where applicable, that such broker-dealer(s) did not
conduct any investigation to verify the information set out in this Prospectus.
Any securities covered by this Prospectus which qualify for sale
pursuant to Rule 144 under the Securities Act may be sold under that Rule rather
than pursuant to this Prospectus.
There can be no assurance that the Selling Stockholder will sell any or
all of the shares of Common Stock offered by it hereunder.
INTERESTS OF NAMED EXPERTS AND COUNSEL
Counsel for the Company, Wilson Sonsini Goodrich & Rosati, Professional
Corporation, 650 Page Mill Road, Palo Alto, California 94304, has rendered an
opinion to the effect that the Common Stock offered hereby is duly and validly
issued, fully paid and nonassessable. Certain members of Wilson Sonsini Goodrich
& Rosati, Professional Corporation, or investment partnerships of which persons
are partners, beneficially own approximately 7,500 shares of the Company's
Common Stock.
-5-
<PAGE> 7
INFORMATION INCORPORATED BY REFERENCE
There are hereby incorporated by reference in this Prospectus the
following documents and information heretofore filed with the Securities and
Exchange Commission:
(1) The Company's Annual Report on Form 10-K for the fiscal year ended
June 30, 1996, filed pursuant to Section 13 of the Exchange Act.
(2) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 1996, filed pursuant to Section 13 of the
Exchange Act.
(3) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended December 31, 1996, filed pursuant to Section 13 of the
Exchange Act.
(4) The description of the Company's Common Stock to be offered hereby
contained in the Company's Registration Statement on Form 8-B filed
February 12, 1990 pursuant to Section 12(g) of the Exchange Act.
(5) The description of the Company's Common Share Purchase Rights to be
offered hereby contained in the Company's Registration Statement on
Form 8-A filed August 1, 1990, as amended, pursuant to Section
12(g) of the Exchange Act.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act, after the date of this Prospectus and prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Prospectus and
to be part hereof from the date of filing such documents.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware Corporation Law authorizes a court to
award, or a corporation's board of directors to grant, indemnity to directors
and officers in terms sufficiently broad to permit indemnification under certain
circumstances for liabilities (including reimbursement for expenses incurred)
arising under the Securities Act. Article VI of the Bylaws of the Company
provides that the Company shall indemnify certain agents of the Company against
judgments, fines, settlements and other expenses arising from such person's
agency relationship with the Company to the maximum extent permitted by the
Delaware Corporation Law. Agents covered by this indemnification provision
include current and former directors, officers, employees and other agents of
the Company as well as persons who serve at the request of the Company as
directors, officers, employees or agents of another enterprise. In addition, the
Company has entered into Indemnification Agreements with its current officers
and directors to indemnify them to the maximum extent permitted under Delaware
law.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the Delaware Corporation Law and the Bylaws of the Company,
the Company has been informed that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.
-6-
<PAGE> 8
OCTEL COMMUNICATIONS CORPORATION
REGISTRATION STATEMENT ON FORM S-3
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM NUMBER
Item 14 OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.*
Registration fee--Securities and
Exchange Commission .......... $ 500
Accountant's fees .............. $ 5,000**
Legal fees ..................... $ 5,000**
Miscellaneous .................. $ 500**
-------
Total .......................... $11,000**
----------
* Represents expenses relating to the distribution by
Selling Stockholder pursuant to the Prospectus prepared in
accordance with the requirements of Form S-3. These
expenses will be borne by the Company.
** Estimated amount.
Item 15 INDEMNIFICATION OF DIRECTORS AND OFFICERS.
See "Indemnification of Directors and Officers."
Item 16 EXHIBITS.
EXHIBIT
NUMBER
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, P.C.
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Wilson Sonsini Goodrich & Rosati
(Included in Exhibit 5.1)
24.1 Power of Attorney (contained on Page II-3)
Item 17 UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.
II-1
<PAGE> 9
(2) That, for the purpose of determining any liability under the
Securities Act, each post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
The undersigned hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
as that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-2
<PAGE> 10
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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Milpitas, State of California, on February 20, 1997.
OCTEL COMMUNICATIONS CORPORATION
By: /s/DEREK S. DALEY
-------------------------------------
Derek S. Daley, Vice President,
Secretary and General Counsel
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature
appears below constitutes and appoints Robert Cohn and Derek S. Daley, jointly
and severally, his attorneys-in-fact, each with the power of substitution, for
him in any and all capacities, to sign any amendments to this Registration
Statement on Form S-3, and to sign any registration statement for the same
offering covered by this Registration Statement that is to be effective upon
filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, and
all post-effective amendments thereto, and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may 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 by the following persons on February 20,
1997 in the capacities indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ ROBERT COHN Chairman of the Board and Chief
- ------------------------- Executive Officer (Principal Executive
(Robert Cohn) Officer)
/s/ W. MICHAEL WEST President, Chief Operating Officer and
- ------------------------- Director
(W. Michael West)
/s/ JODY BISSON Acting Chief Financial Officer, Vice
- ------------------------- President and Corporate Controller
(Jody Bisson) (Principal Financial Officer and Principal
Accounting Officer)
/s/ ANSON M. BEARD, JR. Director
- -------------------------
(Anson M. Beard, Jr.)
Director
- -------------------------
(Leo J. Chamberlain)
/s/ DEBORAH A. COLEMAN Director
- -------------------------
(Deborah A. Coleman)
</TABLE>
II-3
<PAGE> 11
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ NATHANIEL DE ROTHSCHILD Director
- -------------------------
(Nathaniel de Rothschild)
/s/JAMES A. MCDIVITT Director
- -------------------------
(James A. McDivitt)
</TABLE>
II-4
<PAGE> 12
INDEX TO EXHIBITS
EXHIBIT
NUMBER PAGE
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, P.C......................
23.1 Consent of KPMG Peat Marwick LLP......................................
23.2 Consent of Wilson Sonsini Goodrich & Rosati (Included in Exhibit 5.1).
24.1 Power of Attorney (contained on Page II-3)............................
<PAGE> 1
EXHIBIT 5.1
February 20, 1997
Octel Communications Corporation
1001 Murphy Ranch Road
Milpitas, CA 95035-7912
RE: REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3 to be filed by
you with the Securities and Exchange Commission on or about February 20, 1997
(the "Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of 100,000 shares of your Common Stock (the
"Shares") to be sold by a certain stockholder (the "Selling Stockholder"). As
your legal counsel, we have examined the proceedings taken and proposed to be
taken in connection with the sale of the Shares by the Selling Stockholder in
the manner set forth in the Registration Statement in the Section entitled "Plan
of Distribution."
It is our opinion that the Shares, when sold by the Selling Stockholder
in the manner referred to in the Registration Statement, will be legally and
validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement, including any Prospectus constituting a part thereof,
and any amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors and Stockholders
Octel Communications Corporation
We consent to incorporation by reference in the registration statement
dated February 20, 1997 on Form S-3 of Octel Communications Corporation and
subsidiaries of our report dated July 25, 1996, relating to the consolidated
balance sheets of Octel Communications Corporation and subsidiaries as of June
30, 1996 and 1995, and the related consolidated statements of income,
stockholders' equity, and cash flows for each of the years in the three-year
period ended June 30, 1996, and the related financial statement schedule, which
report appears in the June 30, 1996 annual report on Form 10-K of Octel
Communications Corporation and subsidiaries.
KPMG PEAT MARWICK LLP
Palo Alto, California
February 20, 1997
