As filed with the Securities and Exchange Commission on June 9, 1998.
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
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(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)
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1997 Stock Option Plan
1991 Employee Stock Purchase Plan
(Full title of the plans)
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Robert Puette
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)
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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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<PAGE>
<TABLE>
CALCULATION OF REGISTRATION FEE
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<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 355,000 $ 12.50 $4,437,500 $ 1,344.70
Common Stock 100,000 $ 12.50 $1,250,000 $ 378.80
Total Common Stock 455,000 $ 12.50 $5,687,500 $ 1,723.50
- -----------------------------------------------------------------------------------------------------------------------------------
<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 June 5, 1998.
</FN>
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</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 Company's Annual Report on Form 10-K for the fiscal year ended
November 1, 1997.
(b) The Company's Quarterly Report on Form 10-Q for the quarterly
period ended January 31, 1998.
(c) 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.
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
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 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
II-2
<PAGE>
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 4th day of
June, 1998.
CENTIGRAM COMMUNICATIONS CORPORATION
By /s/ Thomas E. Brunton
---------------------------------
Thomas E. Brunton,
Senior Vice President and Chief
Financial Officer
II-4
Exhibit 5.1
June 4, 1998
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 June 8, 1998 (the
"Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of 355,000 shares of your Common Stock
reserved for issuance under the 1997 Stock Option Plan and 100,000 shares of
your Common Stock reserved for issuance under the 1991 Employee Stock Purchase
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 Agreement.
It is our opinion that, when issued and sold in the manner referred to
in the Agreement, 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 1997 Stock Option Plan and 1991 Employee Stock Purchase
Plan of Centigram Communications Corporation of our report dated December 1,
1997, except for the second and sixth paragraphs of "Commitments and
Contingencies" and the note "Subsequent Event" as to which the date is January
9, 1998, 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 1, 1997 filed with the Securities and Exchange
Commission.
ERNST & YOUNG LLP
/s/ Ernst & Young
San Jose, California
June 5, 1998
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Robert Puette 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/ Robert Puette Chief Executive Officer, President June 1, 1998
- -------------------------- and Director (principal executive
Robert Puette officer)
/s/ Thomas E. Brunton Senior Vice President and Chief June 1, 1998
- -------------------------- Financial Officer (principal financial
Thomas E. Brunton officer)
/s/ Ed Kozel Director June 2, 1998
- --------------------------
Ed Kozel
/s/ Douglas Chance Director May 28, 1998
- --------------------------
Douglas Chance
/s/ James F. Gibbons Director May 31, 1998
- --------------------------
James F. Gibbons
/s/ James H. Boyle Director June 4, 1998
- --------------------------
James H. Boyle
/s/ Dean O. Morton Director June 1, 1998
- --------------------------
Dean O. Morton
/s/ David Lee Director June 3, 1998
- --------------------------
David Lee
</TABLE>
