<PAGE> 1
As filed with the Securities and Exchange Commission on May 22, 1996.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CENTIGRAM COMMUNICATIONS CORPORATION
(Exact name of issuer as specified in its charter)
DELAWARE 94-2418021
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
91 East Tasman Drive
San Jose, CA 95134
(Address of principal executive offices)
AMENDED AND RESTATED 1987 INCENTIVE STOCK OPTION PLAN
(Full title of the plans)
ANTHONY R. MULLER
Senior Vice President, Operations and Administration and Chief Financial Officer
CENTIGRAM COMMUNICATIONS CORPORATION
91 East Tasman Drive
San Jose, CA 95134
(408) 944-0250
(Name, address and telephone number of agent for service)
Copy to: Steven E. Bochner, Esq.
Wilson, Sonsini, Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================================================
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share (1) Price(1) Fee
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 155,000 $17.50 $2,712,500 $935
$0.001 par value,
issuable pursuant to the
Amended and Restated 1987
Incentive Stock Option Plan
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated in accordance with Rule 457(h) solely for the purpose of
computing the amount of the registration fee based on the prices of the
Company's Common Stock as reported on the NASDAQ National Market System
on May 20, 1996.
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The Company hereby incorporates by reference in this Registration
Statement the contents of the Company's earlier Registration Statements on Form
S-8 (File No. 33-43726 and 33-87700)
The following additional Exhibits are hereby enclosed for filing:
<TABLE>
<CAPTION>
Exhibit
Number
-------
<S> <C>
5.1 Opinion of counsel as to legality of securities being registered.
23.1 Consent of Independent Auditors.
23.2 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page II-3).
</TABLE>
II-1
<PAGE> 4
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 City of San Jose, State of California, on this 20th day of
May 1996.
CENTIGRAM COMMUNICATIONS CORPORATION
By /s/ Anthony R. Muller
------------------------------------------
Anthony R. Muller,
Senior Vice President, Operations and
Administration and Chief Financial Officer
II-2
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints George H. Sollman and Anthony R. Muller,
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-8, 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 below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------------------------------------- ---------------------------------- ------------
<S> <C> <C>
/S/ George H. Sollman Chief Executive Officer, President May 20, 1996
- --------------------------------------- and Director (principal executive
George H. Sollman officer)
/S/ Anthony R. Muller Senior Vice President, Operations May 20, 1996
- --------------------------------------- and Administration and Chief
Anthony R. Muller Financial Officer (principal
financial officer)
/S/ Thomas E. Brunton Controller (principal accounting May 20, 1996
- --------------------------------------- officer)
Thomas E. Brunton
/S/ James F. Gibbons Director May 20, 1996
- ---------------------------------------
James F. Gibbons
/S/ James H. Boyle Director May 20, 1996
- ---------------------------------------
James H. Boyle
/S/ J. Michael Jarvis Director May 20, 1996
- ---------------------------------------
J. Michael Jarvis
/S/ Dean O. Morton Director May 20, 1996
- ---------------------------------------
Dean O. Morton
</TABLE>
II-3
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Page
- ------- ------------
<S> <C> <C>
5.1 Opinion of counsel as to legality of
securities being registered.
23.1 Consent of Independent Auditors.
23.2 Consent of Counsel (contained in
Exhibit 5.1)
24.1 Power of Attorney (see page II-3 of
Registration Statement)
</TABLE>
<PAGE> 1
EXHIBIT 5.1
May 20, 1996
Centigram Communications Corporation
91 East Tasman Drive
San Jose, CA 95134
RE: REGISTRATION STATEMENT
ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by
you with the Securities and Exchange Commission on or about May 20, 1996 (the
"Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of an additional 155,000 shares of your
Common Stock reserved for issuance under the Amended and Restated 1987 Incentive
Stock Option Plan (the "Plan"). As your legal counsel, we have examined the
proceedings taken and are familiar with the proceedings proposed to be taken by
you in connection with the sale and issuance of such Common Stock under the
Plan.
It is our opinion that, when issued and sold in the manner referred to
in the Plan and pursuant to the agreements which accompany the Plan, the Common
Stock issued and sold thereby will be legally and validly issued, fully paid and
non-assessable.
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 ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Amended and Restated 1987 Incentive Stock
Option Plan of Centigram Communications Corporation of our report dated November
22, 1995, except for the first paragraph of "Litigation" and the note
"Subsequent Events" as to which the date is December 21, 1995 with respect to
the consolidated financial statements of Centigram Communications Corporation
incorporated by reference in its Annual Report (Form 10-K) for the year ended
October 28, 1995 and the related financial statement schedule included therein,
filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
San Jose, California
May 20, 1996
