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 Option Plan
1991 Employee Stock Purchase Plan
(Full title of the plans)
----------------
Robert L. 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)
----------------
Copy to:
Steven E. Bochner, Esq.
WILSON, SONSINI, GOODRICH & ROSATI
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
CALCULATION OF REGISTRATION FEE
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
- --------------------------------------------------------------------------------
Common Stock issuable
under the 1997 Stock
Option Plan ............. 300,000 $ 9.125 $2,737,500 $ 761.03
Common Stock issuable
under the 1991 Employee
Stock Purchase Plan .... 125,000 $ 9.125 $1,140,625 $ 317.09
Total Common Stock .......... 425,000 $ 9.125 $3,878,125 $1,078.12
- --------------------------------------------------------------------------------
(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 14, 1999.
================================================================================
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
October 31, 1998.
(b) The Company's Quarterly Reports on Form 10-Q for the quarterly periods
ended January 30, 1999 and May 1, 1999.
(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.
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 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.
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 18th day of
June, 1999.
CENTIGRAM COMMUNICATIONS CORPORATION
By ______________________________________
/s/ Thomas E. Brunton
Senior Vice President and Chief Financial Officer
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.
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.
Signature Title Date
- --------------------- ---------------------------------- --------------------
_____________________ Chief Executive Officer, President June 14, 1999
/s/ Robert Puette and Director (principal executive
officer)
_____________________ Sr. Vice President and Chief June 14, 1999
/s/ Thomas E. Brunton Financial Officer (principal
accounting and financial officer)
_____________________ Director June 15, 1999
/s/ James H. Boyle
_____________________ Director June 14, 1999
/s/ Doug Chance
_____________________ Director June 15, 1999
/s/ James F. Gibbons
_____________________ Director June 15, 1999
/s/ David Lee
_____________________ Director June 14, 1999
/s/ Dean O. Morton
_____________________ Director
Edward R. Kozel
EXHIBIT 5.1
June 18, 1999
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 18 , 1999 (the
"Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of 300,000 shares of your Common Stock
reserved for issuance under the 1997 Stock Option Plan and 125,000 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
<PAGE>
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 November 24,
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 October 31, 1998 filed with the Securities and Exchange
Commission.
ERNST & YOUNG LLP
/s/ Ernst & Young LLP
San Jose, California
June 16, 1999
