SECURITIES AND EXCHANGE COMMISSION
Washington. D.C. 20549
Form 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
October 22, 1999
Date of Report (Date of earliest event reported)
CENTIGRAM COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-19558 94-2418021
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
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91 East Tasman Drive
San Jose, CA 95134
(Address of principal executive offices)
(408) 944-0250
(Registrant's telephone number, including area code)
Not Applicable
(Former name or address, if change since last report)
Item 5: Other Events.
1. On October 22, 1999, Centigram Communications Corporation
("Centigram") amended its Preferred Shares Rights Agreement dated
October 20, 1992, to exclude Kopp Investment Advisors, Inc. ("KIA"),
LeRoy C. Kopp ("LCK"), the Kopp Emerging Growth Fund ("KEGF") and the
Kopp Holding Company ("KHC" and, collectively with KIA, LCK and KEGF,
the "Kopp Entities" and each a "Kopp Entity") from the definition of
"Acquiring Person" provided and only for so long as (i) on or prior to
May 30, 2000, no Kopp Entity beneficially owns in excess of 28.3% of
the Common Stock of Centigram then outstanding; (ii) after May 30,
2000, no Kopp Entity beneficially owns in excess of 25% of the Common
Stock of Centigram then outstanding; (iii) KIA and KECG continue to be
entitled to file reports of beneficial ownership of the Common Stock
of Centigram on Schedule 13G pursuant to Section 13(d) and Section
13(g) of the Securities Exchange Act of 1934 (the "Exchange Act");
(iv) except as otherwise required by Rule 13d-1(b)(1)(ii)(G)
promulgated under the Exchange Act, LK and KHC continue to be entitled
to file reports of beneficial ownership of the Common Stock of
Centigram on Schedule 13G pursuant to Section 13(d) and Section 13(g)
of the Exchange Act; (v) LK and KHC do not own in the aggregate
(directly or indirectly through IRAs and trusts) in excess of 1.7% of
the Common Stock of Centigram then outstanding; and (vi) the Kopp
Entities continue to be in compliance with the letter agreement dated
as of October 8, 1999 among the Kopp Entities and Centigram (the
"Letter Agreement"). The Letter Agreement requires, among other
things, that (i) no later than May 30, 2000, each Kopp Entity shall
decrease its aggregate beneficial ownership of Common Stock of
Centigram to a number of shares representing no greater than 25% of
the outstanding shares of Common Stock of Centigram and (ii) KIA and
KECG shall continue to hold shares of Common Stock of Centigram solely
as Schedule 13G filers and shall file on Schedule 13G as long as they
are entitled to file on Schedule 13G. A copy of the Third Supplement
to Centigram Communications Corporation Preferred Shares Rights
Agreement is filed herewith as Exhibit 4.1.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
4.1 - Third Supplement to Centigram Communications Corporation
Preferred Shares Rights Agreement.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CENTIGRAM COMMUNICATIONS CORPORATION
Dated: October 27, 1999 By: /s/ Thomas Brunton
Thomas Brunton
Senior Vice President and
Chief Financial Officer
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INDEX TO EXHIBITS
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
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4.1 Third Supplement to Centigram Communication 5
Corporation Preferred Shares Rights Agreement
<PAGE>
Exhibit 4.1
THIRD SUPPLEMENT TO CENTIGRAM COMMUNICATIONS CORPORATION
PREFERRED SHARES RIGHTS AGREEMENT
This Third Supplement to the Centigram Communications Corporation Preferred
Shares Rights Agreement (the "Supplement") amends the Centigram Communications
Corporation Preferred Shares Rights Agreement dated as of October 20, 1992, as
previously amended by the Supplement to Centigram Communications Corporation
Preferred Shares Rights Agreement dated as of October 20, 1992 and the Second
Supplement to Centigram Communications Corporation Preferred Shares Rights
Agreement dated as of January, 1995 (as amended, the "Agreement"). This
Supplement is entered into by and between Centigram Communications Corporation,
a Delaware corporation ("Centigram"), and American Stock Transfer and Trust
Company, as Rights Agent (the "Agent"), pursuant to Section 27 of the Agreement.
Section 1(a) of the Agreement is hereby amended to read in its entirety as
follows:
(a) "Acquiring Person" shall mean any Person who or which, together with
all Affiliates and Associates of such Person, shall be the Beneficial
Owner of 15% or more of the Common Shares then outstanding, but shall
not include the Company, any Subsidiary of the Company or any employee
benefit plan of the Company or of any Subsidiary of the Company, any
entity holding Common Shares for or pursuant to the terms of any such
plan. In addition, "Acquiring Person" shall not include Kopp
Investment Advisors, Inc. ("KIA"), LeRoy C. Kopp ("LCK"), the Kopp
Emerging Growth Fund ("KEGF") or the Kopp Holding Company ("KHC" and,
collectively with KIA, LCK and KEGF, the "Kopp Entities" and each a
"Kopp Entity") provided and only for so long as (i) on or prior to May
30, 2000, no Kopp Entity beneficially owns in excess of 28.3% of the
Common Shares of the Company then outstanding; (ii) after May 30,
2000, no Kopp Entity beneficially owns in excess of 25% of the Common
Shares of the Company then outstanding; (iii) KIA and KECG continue to
be entitled to file reports of beneficial ownership of the Common
Shares of the Company on Schedule 13G pursuant to Section 13(d) and
Section 13(g) of the Exchange Act; (iv) except as otherwise required
by Rule 13d-1(b)(1)(ii)(G) promulgated under the Exchange Act, LK and
KHC continue to be entitled to file reports of beneficial ownership of
the Common Shares of the Company on Schedule 13G pursuant to Section
13(d) and Section 13(g) of the Exchange Act; (v) LK and KHC do not own
in the aggregate (directly or indirectly through IRAs and trusts) in
excess of 1.7% of the Common Shares of the Company then outstanding;
and (vi) the Kopp Entities continue to be in compliance with all other
terms of the letter agreement dated as of October 8, 1999 among the
Kopp Entities and the Company (a copy of which is attached hereto), as
determined by a majority of the Continuing Directors in their sole
discretion. Notwithstanding the foregoing, no Person shall be deemed
to be an Acquiring Person either (i) as the result of an acquisition
of Common Shares by the Company which, by reducing the number of
shares outstanding, increases the proportionate number of shares
beneficially owned by such Person to 15% or more of the Common Shares
of the Company then outstanding; provided, however, that if a Person,
other than those entities described in the foregoing two sentences,
shall become the Beneficial Owner of 15% or more of the Common Shares
of the Company then outstanding by reason of share purchases by the
Company and shall, after such share purchases by the Company, become
the Beneficial Owner of any additional Common Shares of the Company,
then such Person shall be deemed to be an Acquiring Person, or (ii) if
within eight days after such Person would otherwise become an
Acquiring Person (but for the operation of this clause (ii)), such
Person notifies the Board of Directors that such Person did so
inadvertently and within two days after such notification, such Person
is the Beneficial Owner of less than 15% of the outstanding Common
Shares.
Except as amended hereby, the Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, the parties hereto have caused this Supplement to be
executed effective as of October 22, 1999.
CENTIGRAM COMMUNICATIONS CORPORATION
By: /s/ Thomas Brunton
Name: Thomas Brunton
Title: Sr. VP and Chief Financial Officer
AMERICAN STOCK TRANSFER AND TRUST COMPANY
By: /s/ Herbert J. Lemmer
Name: Herbert J. Lemmer
Title: Vice President
<PAGE>
Centigram Communications Corporation
91 East Tasman Drive
San Jose, California 95134
October 8, 1999
LeRoy C. Kopp
Kopp Investment Advisors, Inc.
Kopp Emerging Growth Fund
Kopp Holding Company
7701 France Avenue S., Suite 500
Edina, Minneapolis 55435
Re: Stockholder Rights Plan
Ladies and Gentlemen:
Centigram Communications Corporation, a Delaware corporation ("Centigram"),
is advised by Kopp Investment Advisors, Inc. ("KIA") that (i) KIA currently
beneficially owns approximately 26.8% of the outstanding Common Stock of
Centigram; (ii) LeRoy C. Kopp ("LK") currently owns directly (or indirectly
through IRAs and trusts) approximately 1.3% of the outstanding Common Stock of
Centigram and beneficially owns approximately 28.2% of the outstanding Common
Stock of Centigram; (iii) the Kopp Emerging Growth Fund ("KEGF") currently
beneficially owns approximately 5.6% of the outstanding Common Stock of
Centigram; and (iv) the Kopp Holding Company ("KHC" and collectively with KIA,
LK and KEGF, the "Kopp Entities" and each a "Kopp Entity") currently holds no
shares of Common Stock of Centigram and beneficially owns approximately 26.8% of
the outstanding Common Stock of Centigram. LK and KIA have each previously
provided to Centigram assurances (which assurances are confirmed by their
signatures below) that KIA and KEGF acquired such shares of Centigram Common
Stock, and are holding and will hold such shares, solely as a Schedule 13G
filer, and, to the extent they acquire additional shares of Centigram Common
Stock, such shares will be acquired and held solely as a Schedule 13G filer. In
addition, LK and KHC also have each previously provided to Centigram assurances
(which assurances are confirmed by their signatures below) that LK and KHC
acquired such shares of Centigram Common Stock, and are holding and will hold
such shares, solely as a Schedule 13G filer (except to the extent, and only to
the extent, that they are required to file a Schedule 13D pursuant to Rule
13d-1(b)(1)(ii)(G)) promulgated under the Securities Exchange Act of 1934, as
amended (the "Exchange Act") because their ineligible interest exceeds 1% of the
class, and, to the extent they acquire additional shares of Centigram Common
Stock, such shares will be acquired and held solely as a Schedule 13G filer. For
purposes of this letter agreement, a "Schedule 13G filer" shall mean a person or
entity entitled to file reports of beneficial ownership of the Common Stock of
Centigram on Schedule 13G pursuant to Section 13(d) and Section 13(g) of the
Exchange Act.
LK and KIA have each previously provided to Centigram assurances (which
assurances are confirmed by their signatures below) that the Kopp Entities do
not have voting power over approximately 65% the shares of Centigram Common
Stock that KIA beneficially owns.
Based upon these representations, and the covenants set forth below,
Centigram is willing, subject to approval of this arrangement by Centigram's
Board of Directors, to amend its stockholder rights plan (the "Plan") to exempt
the Kopp Entities from the definition of an "Acquiring Person" under the Plan,
which could give rise to the triggering of rights under the Plan, so long as (i)
on or prior to May 30, 2000, no Kopp Entity acquires beneficial ownership of
shares in excess of 28.3% of the Common Stock of Centigram then outstanding;
(ii) after May 30, 2000, no Kopp Entity beneficially owns in excess of 25% of
the Common Stock of Centigram then outstanding; (iii) KIA and KECG shall
continue to be entitled to file reports of beneficial ownership of the Common
Stock of Centigram on Schedule 13G pursuant to Section 13(d) and Section 13(g)
of the Exchange Act; (iv) except as otherwise required by Rule
13d-1(b)(1)(ii)(G) promulgated under the Exchange Act, LK and KHC shall continue
to be entitled to file reports of beneficial ownership of the Common Stock of
Centigram on Schedule 13G pursuant to Section 13(d) and Section 13(g) of the
Exchange Act; (v) LK and KHC do not own in the aggregate (directly or indirectly
through IRAs and trusts) in excess of 1.7% of the Common Stock of Centigram then
outstanding; and (vi) the Kopp Entities shall continue to be in compliance with
all other terms of this letter agreement.
As consideration for such amendment, Centigram requests that the Kopp
Entities confirm the following agreements:
1. KIA and KECG shall continue to hold shares of Centigram Common Stock
solely as Schedule 13G filers and shall file on Schedule 13G
(notwithstanding the availability of Schedule 13D) as long as they are
entitled to file on Schedule 13G. At such time as KIA or KECG is
required to file a report of beneficial ownership on Schedule 13D, the
exception for the Kopp Entities from the definition of an "Acquiring
Person" under the Plan shall terminate.
2. At such time as LK or KHC is required to file a report of beneficial
ownership on Schedule 13D for any reason other than as required
pursuant to Rule 13d-1(b)(1)(ii)(G) promulgated under the Exchange
Act, the exception for the Kopp Entities from the definition of an
"acquiring person" under the Plan shall terminate.
3. Except as otherwise required by law, the Kopp Entities shall not vote
the shares of Centigram Common Stock upon KIA's discretion on any
matter brought before the stockholders of Centigram, but rather shall
vote, if at all, the shares solely as directed by KIA's respective
clients. The Kopp Entities will not make or endorse, directly or
indirectly, any recommendation to the beneficial owners with respect
to the voting of the shares.
4. In the event that any Kopp Entity proposes to sell in a bona fide
transaction any shares of Common Stock of Centigram (other than a sale
in a "broker's transaction" or in a transaction directly with a
"market maker," in either case in a manner of sale consistent with
paragraph (f) of Rule 144 promulgated under the Securities Act of
1933, as amended), then the Kopp Entities shall provide to Centigram
not less than ten (10) days written notice of such proposed
transaction, specifying the number of shares proposed to be sold, the
price at which the shares are to be sold and the proposed purchaser of
such shares.
5. Each Kopp Entity agrees that, no later than May 30, 2000, it shall
decrease its aggregate beneficial ownership of Centigram Common Stock
to a number of shares representing no greater than 25% of the
outstanding shares of Common Stock of Centigram; provided, however,
that if any Kopp Entity shall be the beneficial owner of 25% or more
of the Common Stock of Centigram outstanding on May 30, 2000 by reason
of share purchases by Centigram after the date hereof and prior to May
30, 2000, then (i) such Kopp Entity shall notify Centigram of the
percentage of the Common Stock of Centigram of which it is the
beneficial owner; and (ii) within five trading days after such
notification, such Kopp Entity shall sell such number of shares as is
necessary to reduce its beneficial ownership to not more than 25% of
the outstanding shares of Common Stock of Centigram.
6. Each Kopp Entity agrees that, at such time as it has it decreased its
aggregate beneficial ownership of Centigram Common Stock to a number
of shares representing 25% or less of the outstanding shares of Common
Stock of Centigram, it shall not increase its aggregate beneficial
ownership of Centigram Common Stock to a number of shares representing
greater that 25% of the outstanding shares of Common Stock of
Centigram without the prior written consent of the Board of Directors
of Centigram.
7. LK and KHC agree that they shall not increase their collective
aggregate ownership (directly or indirectly through IRAs and trusts)
of Centigram Common Stock to a number of shares representing greater
that 1.7% of the outstanding shares of Common Stock of Centigram
without the prior written consent of the Board of Directors of
Centigram.
For purposes of this letter agreement, beneficial ownership shall be
determined in accordance with Section 1(c) of the Plan. This letter
agreement shall terminate when (i) no Kopp Entity beneficially owns
15% or more of the outstanding shares of Centigram Common Stock; and
(ii) Section 1(a) of the Plan has been amended to delete all
references to all Kopp Entities. This letter agreement supercedes and
terminates that certain letter agreement dated January 13, 1995 by and
between Centigram and KIA.
If the foregoing is consistent with your understanding of our mutual
agreement, please countersign below where indicated. We shall then submit this
proposal to the Board of Directors of Centigram for approval. Upon your
signature and approval by the Board of Directors of Centigram, this proposal
shall become the binding agreement of Centigram and the Kopp Entities.
<PAGE>
Very truly yours,
CENTIGRAM COMMUNICATIONS CORPORATION
By: /s/ Thomas Brunton
Thomas Brunton, Sr. Vice President
and Chief Financial Officer
The foregoing is hereby accepted:
Kopp Investment Advisors, Inc.
By: /s/ LeRoy C. Kopp
Name: LeRoy C. Kopp
Title: CEO and President
Kopp Emerging Growth Fund
By: /s/ LeRoy C. Kopp
Name: LeRoy C. Kopp
Title: CEO and President
Kopp Holding Company
By: /s/ LeRoy C. Kopp
Name: LeRoy C. Kopp
Title: CEO and President
/s/ LeRoy C. Kopp
LeRoy C. Kopp
