<PAGE>
As filed with the Securities and Exchange Commission on December __, 1997
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
NATURAL MICROSYSTEMS CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 04-2814586
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
100 Crossing Boulevard
Framingham, Massachusetts 01702-5406
(508) 620-9300
(Address and Telephone Number of Registrant's Principal Executive Offices)
Robert P. Schechter
President and Chief Executive Officer
Natural MicroSystems Corporation
100 Crossing Boulevard
Framingham, Massachusetts 01702-5406
(508) 620-9300
(Name, Address and Telephone Number of Agent for Service)
Copy to:
Richard N. Hoehn, Esq.
Choate, Hall & Stewart
Exchange Place
53 State Street
Boston, Massachusetts 02109
Approximate date of commencement of proposed sale to the public: From
time to time after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to a dividend or interest reinvestment plan, please check the following
box. |_|
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. |X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of earlier effective
registration statement for the same offering.
|_| --------------
If this Form is a post-effective amendment filed pursuant to a Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. |_|
<PAGE>
If any class of securities is to be concurrently registered on this
Form pursuant to Section 12(b) of the Securities Exchange Act of 1934 pursuant
to General Instruction V, please check the following box. |_|
<TABLE>
<CAPTION>
C A L C U L A T I O N O F R E G I S T R A T I O N F E E
====================================================================================================================================
Proposed
Proposed Maximum
Maximum Aggregate Amount of
Title of each Class of Amount to be Offering Price Per Offering Registration
Securities to be Registered Registered Share (1) Price (1) Fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value 56,384 shares $45.875 $2,586,616 $763.05
====================================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration
fee, in accordance with Rule 457 under the Securities Act, on the
basis of the average of the high and low sale prices of the Common
Stock on December 3, 1997 as reported on the Nasdaq National
Market.
The Registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that
this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until this
Registration Statement shall become effective on such date as the
Securities and Exchange Commission, acting pursuant to said Section
8(a), may determine.
========================================================================
2
<PAGE>
PROSPECTUS
56,384 SHARES
Natural MicroSystems Corporation
COMMON STOCK
The Prospectus relates to the resale of up to 56,384 shares (the
"Shares") of Common Stock, $.01 par value per share, of Natural MicroSystems
Corporation (the "Company") held by certain stockholders of the Company (the
"Selling Stockholders").
-------------------------
THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF
RISK. FOR A DISCUSSION OF CERTAIN FACTORS WHICH SHOULD BE
CONSIDERED IN CONNECTION WITH THE PURCHASE OF THESE SECURITIES,
SEE "RISK FACTORS" BEGINNING ON PAGE 4.
-------------------------
The Selling Stockholders and their agents, donees, distributees,
pledgees and other successors in interest may offer and sell the Shares from
time to time in one or more transactions on The Nasdaq Stock Market, or
otherwise, at market prices then prevailing or in negotiated transactions. The
Shares may also be sold pursuant to option, hedging or other transactions with
broker-dealers. The Shares may also be offered in one or more underwritten
offerings. The underwriters in an underwritten offering, if any, and the terms
and conditions of any such offering will be described in a supplement to this
Prospectus. See "Selling Stockholders" and "Plan of Distribution."
The Company will not receive any of the proceeds from the sale of the
Shares by the Selling Stockholders. See "Use of Proceeds".
The Common Stock of the Company is traded on the National Market of The
Nasdaq Stock Market (the "Nasdaq National Market") under the symbol "NMSS". On
December 3, 1997, the last reported sale price of Common Stock on the Nasdaq
National Market was $45.875 per share.
-------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
-------------------
The date of this Prospectus is December __, 1997.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company with the Commission
pursuant to the informational requirements of the Exchange Act may be inspected
and copied at the public reference facilities maintained by the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549 and at the Commission's regional
offices located at Seven World Trade Center, 13th Floor, New York, New York
10048, and at Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Copies of such materials also may be obtained from the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. Such material may also be obtained
from the Commission's web site at http://www.sec.gov. The Common Stock of the
Company is traded on the Nasdaq National Market. Reports, proxy statements and
other information concerning the Company also may be inspected at the National
Association of Securities Dealers, Inc., 1735 K Street, N.W., Washington, D.C.
20006.
The Company has filed with the Commission a Registration Statement on
Form S-3 under the Securities Act of 1933, as amended (the "Securities Act"),
with respect to the Common Stock offered hereby. This Prospectus does not
contain all of the information set forth in the Registration Statement and the
exhibits and schedules filed therewith. For further information with respect to
the Company and the Common Stock offered hereby, reference is hereby made to
such Registration Statement and to the exhibits and schedules filed therewith.
Statements contained in this Prospectus regarding the contents of any agreement
or other document are not necessarily complete, and in each instance reference
is made to the copy of such agreement or document filed as an exhibit to the
Registration Statement, each such statement being qualified in all respects by
such reference. The Registration Statement, including the exhibits and schedules
thereto, may be inspected without charge at the principal office of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, and copies of all or
any part thereof may be obtained from such office upon payment of the prescribed
fees.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission (File
No. 0-14805) are incorporated herein by reference: (1) the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1996; (2) the
Company's interim reports on Form 10-Q for the fiscal quarters ended March 31,
1997, June 30, 1997 and September 30, 1997; (3) the Company's current report on
Form 8-K filed with the Commission on April 24, 1997; and (4) the description of
the Company's Common Stock incorporated by reference in the Company's
registration statement on Form 8-A (SEC File No. 0-23282) filed with the
Commission on January 25, 1994 from the registration statement on Form S-1 (SEC
File No. 33-72596) filed with the Commission on December 6, 1993.
2
<PAGE>
In addition, all documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to
the date hereof and prior to the termination of the offering of the Common Stock
registered hereby shall be deemed to be incorporated by reference into this
Prospectus and to be a part hereof from the date of filing of such documents.
Any statements contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus. The Company will provide without charge
to each person to whom this Prospectus is delivered, upon a written request of
such person, a copy of any or all of the foregoing documents incorporated by
reference into this Prospectus (other than exhibits to such documents, unless
such exhibits are specifically incorporated by reference into such documents).
Requests for such copies should be directed to the Chief Financial Officer of
the Company, 100 Crossing Boulevard, Framingham, Massachusetts 01702-5406,
Telephone: (508) 620-9300.
THE COMPANY
The Company's principal executive offices are located at 100 Crossing
Boulevard, Framingham, Massachusetts 01702-5406, and its telephone number is
(508) 620-9300. The Company was incorporated in Delaware in 1983.
AG, Alliance Generation(R), NaturalAccess, Open Telecommunications,
Telephony Services Architecture and TSA are trademarks, and Natural
MicroSystems, VOX and TEKnique are trade names, of the Company used in this
Prospectus. Multi-Vendor Integration Protocol and MVIP are trademarks of
GO-MVIP, Inc. This Prospectus also includes references to trademarks and trade
names of companies other than the Company.
------------------------
3
<PAGE>
RISK FACTORS
In addition to the other information contained in this Prospectus, the
following factors should be considered carefully in evaluating an investment in
the Common Stock offered by this Prospectus. In particular, potential investors
are advised that statements contained herein or incorporated by reference into
this Prospectus expressing the beliefs and expectations of management regarding
the Company's future results or performance are forward looking statements based
on current expectations that involve a number of risks and uncertainties. The
following factors describe certain market risks associated with an investment in
the Common Stock and various of the risks and uncertainties which could cause
actual results to differ materially from management expectations.
Variations in Operating Results. The Company's results of operations
have varied from quarter to quarter and, in recent quarters, approximately half
of the revenues have been received in the final month. These variations result
from a number of factors, including timing of customer orders, adjustments of
delivery schedules to accommodate customer or regulatory requirements,
availability of components from suppliers, timing and level of international
sales, mix of products sold, and timing and level of expenditures for sales,
marketing and new product development. The Company has historically operated
with little backlog and substantially all of its revenues in each quarter have
resulted from orders received in that quarter. If short-term demand for the
Company's products declines, or if the Company is unable to secure adequate
materials from its suppliers, the Company's results of operations for that
quarter would be adversely affected. No assurance can be given that these
quarterly variations will not occur in the future and, accordingly, the results
of any one quarter may not be indicative of the operating results for future
quarters.
Competition. The market for products of the type supplied by the
Company is highly competitive. The Company has numerous competitors whose
products compete with one or more of the Company's products. The products of one
competitor, Dialogic Corporation, which is significantly larger than the Company
and has significantly greater resources available to it, compete directly
against the Company's full range of products. As the Company enters new markets,
it expects to encounter competition from additional competitors, some of whom
may have greater resources than the Company. In addition, certain large
applications and systems developers use their own proprietary computer telephony
enabling components as an alternative to purchasing commercially available
products such as those sold by the Company.
Market Acceptance of Products; Technological Changes. The market for
the Company's products is characterized by rapidly changing technology, evolving
industry standards and frequent new product introductions. The Company's near
term success and future growth is substantially dependent upon continuing market
acceptance of its products. The Company's future success will in large part
depend on its continued ability to enhance its existing products and to develop
new products to meet changing customer requirements and emerging industry
standards. There can be no assurance that the Company will successfully develop
new products and enhancements, including its NaturalAccess software line, Quad
T1, IP telephony, and SS7 products, on a timely basis or that such products and
enhancements will achieve market acceptance. Delay in the development of these
products and enhancements or their failure to
4
<PAGE>
achieve market acceptance could adversely affect the Company's business. In
addition, there can be no assurance that products or technologies developed by
others will not render the Company's products or technologies noncompetitive or
obsolete. One computer telephony industry standard which has emerged over the
last several years is Multi-Vendor Integration Protocol (MVIP), an architecture
for interoperability and switching, of which the Company was the primary
developer. Although a substantial number of products are based on MVIP, a
competing architecture for interoperability, Dialogic Corporation's Signal
Computing System Architecture (SCSA), has been introduced and others may emerge.
There is currently a standards effort to unify suppliers of both enabling
products and applications developers under the Enterprise Computer Telephony
Forum (ECTF) in which the Company participates. The Company is an early endorser
of the ECTF's, the H.100 protocol. There can be no assurance that SCSA or
another architecture will not supersede MVIP or H.100, which could adversely
affect the Company's business.
There is currently a standards effort to unify suppliers of both
enabling products and applications developers under the Enterprise Computer
Telephony Forum (ECTF) in which the Company participates. The Company is an
early endorser of the ECTF's, the H.100 protocol. There can be no assurance that
SCSA or another architecture will not supersede MVIP or H.100, which could
adversely affect the Company's business.
Integration of VOX and TEKnique Operations. The successful integration
of the operations of VOX and TEKnique, which were acquired in November 1995 and
June 1996, respectively, with those of the Company will continue to require,
among other things, the coordination of the respective product offerings of the
Company and both VOX and TEKnique and related sales, marketing, development and
administrative activities. There can be no assurance that the Company will not
encounter unexpected difficulties in such integrations or that the expected
benefits will be realized. Any unexpected delays or costs incurred in such
integration could have a material adverse effect upon the Company.
Limited Protection of Proprietary Technology. The Company's success is
dependent upon proprietary technology. The Company currently has no patents and
protects its technology primarily through copyrights and trade secrets. There
can be no assurance that the steps taken by the Company to protect its
proprietary rights will be adequate to prevent the misappropriation of its
technology or the independent development by others of similar technology.
Although the Company believes that its products and technology do not infringe
on any existing proprietary rights of others, there can be no assurance that
third parties will not assert infringement claims. If infringement is alleged,
there can be no assurance that the Company would prevail or that any necessary
licenses would be available on acceptable terms, if at all. In any event, patent
and other intellectual property litigation can be extremely protracted and
expensive.
Dependence on Market Success of Third Parties; Significant Customer.
The Company's customers are primarily original equipment manufacturers (OEMs),
value added resellers (VARs), systems integrators, telephony service providers,
and international distributors. The Company's revenues are dependent upon the
ability of its customers to develop and sell computer telephony applications and
systems to end-users. Factors affecting the ability of the Company's customers
5
<PAGE>
to develop and sell their products include competition, regulatory restrictions,
patent and other intellectual property issues, and overall economic conditions.
One customer accounted for 13.9% of the Company's revenues in 1996. A second
customer accounted for 13.3% and 11.9% of the Company's revenues in 1994 and
1995, respectively, but less than 10% in 1996. There can be no assurance that
these customers will continue to purchase similar volumes of the Company's
products.
Dependence on Outside Suppliers and Contract Assembly Manufacturers.
The Company relies on various suppliers of components for its products. Many of
these components are standard and generally available from multiple sources.
However, certain custom integrated circuits and other devices which are
components of one or more of the Company's products are acquired by the Company
from single source suppliers. Although the Company believes it could develop
other sources for each of these custom devices, the process could take several
months, and the inability or refusal of any such source to continue to supply
devices could have a material adverse effect on the Company pending the
development of an alternative source. The Company also currently relies on a
single contract manufacturer to assemble printed circuit boards for its European
operations. The Company also currently relies on two sole source contract
manufacturers to assemble printed circuit boards for each of its North American
computer telephony and intelligent network operations. Although a number of such
contract manufacturers exist, the interruption or termination of the Company's
current manufacturing relationships could have a short-term adverse effect on
the Company's business.
Risks Associated with International Operations. The Company's sales to
customers outside North America accounted for 31.1% of the Company's revenues in
1996 and 28.9% in the first nine months of 1997. In addition, the Company
believes that a material portion of its domestic sales ultimately result in the
use of the Company's products outside North America. Accordingly, a significant
portion of the Company's revenues are subject to the risks associated with
international sales. The Company has significant assets denominated in French
currency and has denominated a significant portion of its sales in foreign
currencies. Further, customers generally evaluate the purchase of the Company's
products based on the purchase price expressed in the customer's currency.
Therefore, changes in foreign currency exchange rates may adversely affect the
sale of the Company's products. The Company does not currently engage in
currency hedging transactions to offset the risks associated with variations in
currency exchange rates. In addition, international markets have different
regulatory environments than those of the United States, and the Company is
required to obtain approval for its products prior to their use in other
countries. There can be no assurance that changes will not occur in such
regulations or that, if such changes occur, the Company will be able to continue
to sell its products into the affected markets. In addition, the Company's
international business may be adversely affected by risks such as political
instability, trade and tariff regulations, difficulty in obtaining export
licenses, difficulties or delays in collecting accounts receivable, and
difficulties in staffing and managing international operations.
Possible Volatility of Stock Price. Factors such as announcements of
technological innovations or new products by the Company, its competitors and
other third parties, as well as
6
<PAGE>
quarterly variations in the Company's results of operations and market
conditions in the industry, may cause the market price of the Common Stock to
fluctuate significantly. In addition, the stock market in general has recently
experienced extreme price and volume fluctuations, which have particularly
affected the market prices of many high technology companies and which have
often been unrelated to the operating performance of such companies. These broad
market fluctuations may adversely affect the market price of the Common Stock.
Dependence on Key Personnel. The Company is highly dependent on certain
key executive officers and technical employees, the loss of any of whom could
have an adverse impact on the future operations of the Company. In addition, the
Company may need to hire additional skilled personnel to support the continued
growth of its business and the market for skilled personnel, especially those
with the technical abilities required by the Company, is currently very
competitive. There can be no assurance that the Company will be able to retain
its existing personnel or attract additional qualified employees.
Certain Charter Provisions with Anti-Takeover and Other Effects. The
Company's Board of Directors has the power to issue shares of Common Stock and
Preferred Stock which, if issued, could dilute and adversely affect various
rights of the holders of Common Stock and, in addition, could be used to
discourage an unsolicited attempt to acquire control of the Company. The
Company's Certificate of Incorporation also provides for a classified board of
directors and contains other provisions which may also discourage an unsolicited
takeover attempt. These provisions could limit the price that investors might be
willing to pay in the future for shares of Common Stock and could make it more
difficult for stockholders of the Company to effect certain corporate actions.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Shares by the Selling Stockholders.
7
<PAGE>
SELLING STOCKHOLDERS
Set forth below, with respect to each Selling Stockholder, is the
number of shares of Common Stock beneficially owned as of December 1, 1997, the
number of Shares offered pursuant to this Prospectus and the number of shares to
be owned after completion of the offering (assuming the sale of all the Shares
offered hereunder).
<TABLE>
<CAPTION>
Number of
Shares to be Number of Shares
Total Number of Offered or to be Owned After
Name Shares Owned (1) Sold the Offering
- ---- ----------------- ---- ------------
<S> <C> <C> <C>
George C.C. Chung 1,797 701 1,096
Brian J. Demers 16,749 6,532 10,217
Joel A. Hughes 83,745 32,661 51,084
Edward A. Livshin 2,345 915 1,430
Joe Madden 1,508 588 920
Michael H. Ogilvy 15,154 5,911 9,243
John Orlando 1,759 686 1,073
Bhavin Dinker Patel 1,759 686 1,073
David R. Penny 13,921 5,430 8,492
Susan Pettis 503 197 306
Brian J. Ritchie 1,797 701 1,096
Mark C. Toomey 3,526 1,376 2,150
</TABLE>
(1) Such Shares were issued by the Company to such Selling Stockholders in
exchange for their shares of common stock in connection with the merger
of a wholly-owned subsidiary of the Company with and into VIADSP, Inc.,
a Massachusetts corporation ("VIADSP") on October 31, 1997. VIADSP,
Inc. is currently a wholly-owned subsidiary of the Company.
PLAN OF DISTRIBUTION
The Selling Stockholders and their agents, donees, distributees,
pledgees and other successors in interest may, from time to time, offer for sale
and sell or distribute the Shares to be offered by them hereby (a) in
transactions executed on the Nasdaq National Market, or any securities exchange
on which the shares may be traded, through registered broker-dealers (who may
act as principals, pledgees or agents) pursuant to unsolicited orders or offers
to buy, (b) in negotiated transactions, or (c) through other means. The Shares
may be sold from time to time in one or more transactions at market prices
prevailing at the time of sale or a fixed offering price, which may be changed,
or at varying prices determined at the time of sale or at negotiated prices.
Such prices will be determined by the Selling Stockholders or by agreement
between the Selling Stockholders and their underwriters, dealers, brokers or
agents. The Shares may also be
8
<PAGE>
offered in one or more underwritten offerings. The underwriters in an
underwritten offering, if any, and the terms and conditions of any such offering
will be described in a supplement to this Prospectus.
In connection with distribution of the Shares, the Selling Stockholders
may enter into hedging or other option transactions with broker-dealers in
connection with which, among other things, such broker-dealers may engage in
short sales of the Shares pursuant to this Prospectus in the course of hedging
the positions they may assume with one or more of the Selling Stockholders. The
Selling Stockholders may also sell Shares short pursuant to this Prospectus and
deliver the Shares to close out such short positions. The Selling Stockholders
may also enter into option or other transactions with broker-dealers which may
result in the delivery of Shares to such broker-dealers who may sell such Shares
pursuant to this Prospectus. The Selling Stockholders may also pledge the Shares
to a broker-dealer and upon default the broker-dealer may effect the sales of
the pledged Shares pursuant to this Prospectus.
The distribution of the Shares by the Selling Stockholders is not
subject to any underwriting agreement. Any underwriters, dealers, brokers or
agents participating in the distribution of the Shares may receive compensation
in the form of underwriting discounts, concessions, commissions or fees from the
Selling Stockholders and/or purchasers of Shares, for whom they may act. Such
discounts, concessions, commissions or fees will not exceed those customary for
the type of transactions involved. In addition, the Selling Stockholders and any
such underwriters, dealers, brokers or agents that participate in the
distribution of Shares may be deemed to be underwriters under the Securities
Act, and any profits on the sale of Shares by them and any discounts,
commissions or concessions received by any of such persons may be deemed to be
underwriting discounts and commissions under the Securities Act. Those who act
as underwriter, broker, dealer or agent in connection with the sale of the
Shares will be selected by the Selling Stockholders and may have other business
relationships with the Company and its subsidiaries or affiliates in the
ordinary course of business. Alex. Brown & Sons Incorporated, which acts as a
market maker with respect to the Common Stock, has agreed to act as a principal
in purchasing some or all of the Shares from the Selling Stockholders and may
thereafter resell such Shares from time to time in or through one or more
transactions or distributions on the Nasdaq National Market, through other
registered brokers or dealers pursuant to unsolicited orders or offers to buy,
in independent negotiated transactions, or otherwise.
The aggregate proceeds to the Selling Stockholders from the sale of the
Shares offered by the Selling Stockholders hereby will be the purchase price of
such Shares less any broker's commissions.
In order to comply with the securities laws of certain states, if
applicable, the Shares will be sold in such jurisdiction only through registered
or licensed brokers or dealers. In addition, in certain states the Shares may
not be sold unless they have been registered or qualified for sale in the
applicable state or an exemption from the registration of qualification
requirement is available and is complied with.
The Selling Stockholders and any broker-dealer, agent or underwriter
that participates with the Selling Stockholders in the distribution of the
Shares may be deemed to be "underwriters" within the meaning of the Securities
Act, in which event any commissions received by such
9
<PAGE>
broker-dealers, agents or underwriters and any profit on the resale of the
Shares purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act.
There is no assurance that the Selling Stockholders will sell any or
all of the Shares described herein and may transfer, devise or gift such
securities by other means not described herein. The Company is permitted to
suspend the use of this Prospectus in connection with sales of the Shares by
holders during certain periods of time under certain circumstances relating to
pending corporate developments and public filings with the Commission and
similar events. Expenses of preparing and filing the registration statement and
any and all amendments thereto will be borne by the Company.
INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the Common Stock offered hereby is being passed upon
for the Company by Choate, Hall & Stewart (a partnership including professional
corporations), Boston, Massachusetts. Richard N. Hoehn, a partner of Choate,
Hall & Stewart, is the Secretary of the Company.
10
<PAGE>
===============================================================================
No dealer, salesman or any other person has been authorized to give any
information or to make any representations not contained in this Prospectus,
and, if given or made, such information or representations must not be relied
upon as having been authorized by the Company or any of the Underwriters. This
Prospectus does not constitute an offer of any securities other than those to
which it relates or an offer to sell, or a solicitation of an offer to buy, to
any person in any jurisdiction where such an offer or solicitation would be
unlawful. Neither the delivery of this Prospectus nor any sale hereunder shall,
under any circumstances, create any implication that the information contained
herein is correct as of any time subsequent to the date hereof.
----------------------
TABLE OF CONTENTS
Page
----
Available Information.....................................................2
Incorporation of Certain Documents by
Reference...............................................................2
The Company...............................................................3
Risk Factors..............................................................4
Use of Proceeds...........................................................7
Selling Stockholders......................................................8
Plan of Distribution......................................................8
Interests of Named Experts
and Counsel............................................................10
56,384 Shares
NATURAL
MICROSYSTEMS
CORPORATION
Common Stock
------------------------------------
PROSPECTUS
December _, 1997
------------------------------------
================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the costs and expenses payable by the
registrant in connection with the distribution of the securities being
registered hereunder. All of the amounts shown are estimates, except the
Securities and Exchange Commission registration fee.
<TABLE>
<CAPTION>
<S> <C>
Securities and Exchange Commission Registration Fee........ $ 763
----------
Legal Fees and Expenses.................................... 1,000
----------
Accountants' Fees and Expenses............................. 0
----------
Total............................................. $ 1,763
==========
</TABLE>
Item 15. Indemnification of Directors and Officers
Section 145 of the General Corporation Law of the State of Delaware
provides that a corporation may indemnify a director, officer, employee or agent
against expenses (including attorneys' fees), judgments, fines and for amounts
paid in settlement in respect of or in successful defense of any action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful.
Article Tenth of the Company's Fourth Restated Certificate of
Incorporation provides that no director of the Company shall be personally
liable to the Company or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law or (iv) for any transaction
from which the director derived an improper personal benefit. Article Tenth
further provides that a director's personal liability shall be eliminated or
limited in the future to the fullest extent permitted from time to time by the
Delaware General Corporation Law.
Article Eleventh of the Company's Fourth Restated Certificate of
Incorporation provides that the Company shall, to the fullest extent permitted
from time to time under the Delaware General Corporation Law, indemnify each of
its directors and officers against all expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement in respect of any action, suit
or proceeding in which such director or officer may be involved or with which he
may be threatened, while in office or thereafter, by reason of his or her
actions or omissions in
II-1
<PAGE>
connection with services to the Company, such indemnification to include prompt
payment of expenses in advance of the final disposition of any such action, suit
or proceeding.
Item 16. Exhibits
5.1 Opinion of Choate, Hall & Stewart as to validity of shares
being registered and Consent.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Choate, Hall & Stewart (included in Exhibit 5.1).
24.1 Power of Attorney (part of Signature Page).
Item 17. Undertakings
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:
(i) 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 of 1933, 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 that 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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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 the initial bona fide offering thereof.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part of
this Registration Statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant
II-2
<PAGE>
to Rule 424(b)(1) or (4), or 497(h) under the Securities Act shall be deemed to
be part of this Registration Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of prospectus
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 the initial bona fide offering thereof.
Insofar as indemnification of liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions described under Item 15 above, 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 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 any of the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing a Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Framingham, The Commonwealth of Massachusetts on
November 18, 1997.
Natural MicroSystems Corporation
(Issuer and Employer)
By: /s/ Robert P. Schechter
Robert P. Schechter, President
and Chief Executive Officer
II-4
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Robert P. Schechter, John F. Kennedy and
Richard N. Hoehn, jointly and severally, his true and lawful attorneys-in-fact
and agents with full powers of substitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to file the same,
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be in and about the premises, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below on the dates indicated by the
following persons in the capacities indicated.
<TABLE>
<CAPTION>
Name Capacity Date
- ---- -------- ----
<S> <C> <C>
/s/ Robert P. Schechter President, Chief Executive 11/18/97
Robert P. Schechter Officer and Director
(Principal Executive Officer)
/s/ John F. Kennedy Chief Financial Officer 11/18/97
John F. Kennedy (Principal Financial Officer)
/s/ David C. Flynn Controller 11/18/97
David C. Flynn (Principal Accounting Officer)
/s/ Charles T. Foskett Director 11/18/97
Charles T. Foskett
/s/ Zenas W. Hutcheson, III Director 11/18/97
Zenas W. Hutcheson, III
/s/ W. Frank King, Ph.D. Director 11/18/97
W. Frank King, Ph.D.
/s/ David F. Millet Director 11/18/97
David F. Millet
/s/ Pamela D. A. Reeve Director 11/18/97
Pamela D. A. Reeve
/s/ Ronald W. White Director 11/18/97
Ronald W. White
</TABLE>
II-5
<PAGE>
INDEX TO EXHIBITS
-----------------
<TABLE>
<CAPTION>
Exhibit Number
- --------------
<S> <C>
5.1 Opinion of Choate, Hall & Stewart as to validity of shares being
registered and Consent.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Choate, Hall & Stewart (included in Exhibit 5.1).
24.1 Power of Attorney (included in page II-5).
</TABLE>
<PAGE>
Exhibit 5.1
CHOATE, HALL & STEWART
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
EXCHANGE PLACE
53 STATE STREET
BOSTON, MASSACHUSETTS 02109-2891
TELEPHONE (617)248-5000
FACSIMILE (617) 248-4000
TELEX 49615860
December 4, 1997
Natural MicroSystems Corporation
8 Erie Drive
Natick, Massachusetts 01760-1339
Ladies and Gentlemen:
This opinion is delivered to you in connection with the registration
statement on Form S-3 (the "Registration Statement") to be filed on or about
December 4, 1997 by Natural MicroSystems Corporation (the "Company") under the
Securities Act of 1933, as amended, for registration under said Act of 56,384
shares of common stock, $.01 par value (the "Common Stock"), of the Company.
We are familiar with the Company's Certificate of Incorporation, as
amended, its By-Laws, as amended, and the records of its corporate proceedings.
We have also examined such other documents, records and certificates and made
such further investigation as we have deemed necessary for the purposes of this
opinion.
Based upon and subject to the foregoing, we are of the opinion that the
shares of Common Stock to be sold by the Selling Stockholders pursuant to the
Registration Statement have been legally issued, fully paid and nonassessable.
We understand that this opinion is to be used in connection with the
Registration Statement and consent to the filing of this opinion as an exhibit
to the Registration Statement. We further consent to the reference to this firm
in the section entitled "Interests of Named Experts and Counsel" in the
Registration Statement.
Very truly yours,
CHOATE, HALL & STEWART
<PAGE>
Exhibit 23.1
------------
INDEPENDENT AUDITOR'S CONSENT
The Board of Directors
Natural MicroSystems Corporation
We consent to incorporation by reference in this registration statement on Form
S-3 of Natural MicroSystems Corporation of our report dated January 14, 1997,
relating to the consolidated balance sheets of the Natural MicroSystems
Corporation as of December 31, 1996 and 1995 and the related consolidated
statements of operations, stockholders' equity, and cash flow for each of the
years in the three-year period ended December 31, 1996, and all related
schedules, which report appears in the December 31, 1996 annual report on Form
10- K of Natural MicroSystems Corporation.
KPMG PEAT MARWICK LLP
Boston, MA
December 4, 1997
