As filed with the Securities and Exchange Commission on February 4, 1997.
Registration No. 333-_____
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)
-----------------
1997 STOCK PLAN
1995 NONSTATUTORY STOCK OPTION PLAN
1991 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plans)
-----------------
George H. Sollman
Chief Executive Officer, President and Director
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
<PAGE>
<TABLE>
=======================================================================================================================
CALCULATION OF REGISTRATION FEE
=======================================================================================================================
<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, 375,000 $12.125 $4,546,875 $1,377.84
$0.001 par value,
issuable pursuant to the
1997 Stock Plan
Common Stock, 377,000 $12.125 $4,571,125 $1,385.19
$0.001 par value,
issuable pursuant to the
1995 Nonstatutory
Stock Option Plan
Common Stock, 100,000 $12.125 $1,212,500 $367.42
$0.001 par value,
issuable pursuant to the
1991 Employee Stock
Purchase Plan
Common Stock, 852,000 $12.125 $10,330,500 $3,130.45
$0.001 par value,
TOTAL
- -----------------------------------------------------------------------------------------------------------------------
<FN>
(1) Estimated in accordance with Rule 457(h)(1) and 457(c) 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 January 29, 1997.
=======================================================================================================================
</FN>
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents and information previously filed with the
Securities and Exchange Commission (the "Commission") are hereby incorporated by
reference in this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended November 2, 1996, as it may be amended from time to time.
(b) The description of the Registrant's Common Stock contained in the
Registration Statement on Form S-1 (File No. 33-42039) as declared effective by
the Commission on October 10, 1991, and any further amendment or report filed
hereafter for the purpose of updating such description.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
subsequent to the filing of this Registration Statement, 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 the Registration Statement and to be
part hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General 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 such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act. The Registrant's Certificate of
Incorporation and Bylaws provide that the Registrant shall indemnify its
directors and officers to the fullest extent permitted by Delaware law,
including circumstances in which indemnification is otherwise discretionary
under Delaware law.
The Registrant currently carries indemnity insurance pursuant to which
its directors and officers are insured under certain circumstances against
certain liabilities or losses, including liabilities under the Securities Act.
The Registrant has entered into indemnity agreements with certain directors and
executive officers. These agreements, among other things, indemnify the
directors and executive officers for certain expenses (including attorneys'
fees), judgments, fines, and settlement payments incurred by such persons in any
action, including any action by or in the right of the Registrant, in connection
with the good faith performance of their duties as a director or officer. The
indemnification agreements also provide for the advance payment by the
Registrant of defense expenses incurred by the director or officer; however, the
affected director or officer must undertake to repay such amounts advanced if it
is ultimately determined that such director or officer is not entitled to be
indemnified.
II-1
<PAGE>
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Description
------- -----------
5.1 Opinion of Wilson, Sonsini, Goodrich & Rosati, P.C.
with respect to the securities being registered.
10.1(1) 1997 Stock Plan.
10.2(2) 1995 Nonstatutory Stock Option Plan.
10.3(3) 1991 Employee Stock Purchase Plan.
23.1 Consent of Independent Auditors.
23.2 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page II-5).
(1) Incorporated by reference to the Registrant's Annual Report on Form
10-K for the fiscal year ended November 2, 1996.
(2) Incorporated by reference to the Registrant's Annual Report on Form
10-K for the fiscal year ended October 28, 1995.
(3) Incorporated by reference to the Registrant's Annual Report on Form
10-K for the fiscal year ended October 1, 1994.
Item 9. Undertakings.
(a) 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.
(2) That, for the purpose of determining any liability under
the Securities Act, each such 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 the 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.
(b) The undersigned Registrant 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 at that time shall be deemed to be an initial bona
fide offering thereof.
(c) The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus is sent
or given, the latest annual report to security holders that is incorporated
II-2
<PAGE>
by reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
(d) Insofar, as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the Delaware General Corporation Law, the
Certificate of Incorporation of the Registrant, the Bylaws of the Registrant,
Indemnification Agreements entered into between the Registrant and it officers
and directors, 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 Securities 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 the
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 the such issue.
II-3
<PAGE>
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 31st day of
January, 1997.
CENTIGRAM COMMUNICATIONS CORPORATION
By /s/ George H. Sollman
-----------------------------------------------
George H. Sollman,
Chief Executive Officer, President and Director
II-4
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints George H. Sollman his attorney-in-fact, 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 said
attorney-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.
<TABLE>
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.
<CAPTION>
Signature Title Date
- ---------------------------- -------------------------------------- ----------------
<S> <C> <C>
/s/ George H. Sollman Chief Executive Officer, President January 31, 1997
- ---------------------------- and Director (principal executive
George H. Sollman officer)
Senior Vice President and Chief
Financial Officer (principal financial
/s/ Dennis P. Wolf officer) January 31, 1997
- ----------------------------
Dennis P. Wolf
/s/ Thomas E. Brunton Vice President and Controller January 31, 1997
- ---------------------------- (principal accounting officer)
Thomas E. Brunton
/s/ James F. Gibbons Director January 31, 1997
- ----------------------------
James F. Gibbons
/s/ James H. Boyle Director January 31, 1997
- ----------------------------
James H. Boyle
/s/ J. Michael Jarvis Director January 31, 1997
- ----------------------------
J. Michael Jarvis
/s/ Dean O. Morton Director January 31, 1997
- ----------------------------
Dean O. Morton
</TABLE>
II-5
Exhibit 5.1
January 31, 1997
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 February 3, 1997
(the "Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of an additional 377,000 shares of your
Common Stock, par value $0.001 ("Common Stock") reserved for issuance under your
1995 Nonstatutory Stock Option Plan (the "1995 Plan"), of an additional 100,000
shares of your Common Stock reserved for issuance under your 1991 Employee Stock
Purchase Plan (the "1991 Plan"), and of 375,000 shares of your Common Stock
reserved for issuance under your 1997 Stock Plan (the "1997 Plan" and together
with the 1995 Plan and the 1991 Plan, the "Plans"). 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 Plans.
It is our opinion that, when issued and sold in the manner referred to
in the Plans and pursuant to the agreements which accompany the Plans, 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
/s/ Wilson Sonsini Goodrich & Rosati
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 1991 Employee Stock Purchase Plan, 1995
Nonstatutory Stock Option Plan and 1997 Stock Plan of Centigram Communications
Corporation of our report dated November 26, 1996, except for the second
paragraph of "Commitments and Contingencies" and the note "Subsequent Events" as
to which the date is December 20, 1996, with respect to the consolidated
financial statements and schedule of Centigram Communications Corporation
included in its Annual Report (Form 10-K) for the year ended November 2, 1996
filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
/s/ ERNST & YOUNG LLP
San Jose, California
January 31, 1997
