<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 18, 1998,
=======================================================================
REGISTRATION NO. 333-________
================================
_____________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________
FORM S-8
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 Identification
incorporation or organization) No.)
100 CROSSING BOULEVARD
FRAMINGHAM, MASSACHUSETTS 01702-5406
(508) 620-9300
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
___________
1993 STOCK OPTION PLAN
1993 EMPLOYEE STOCK PURCHASE PLAN
1995 NON-STATUTORY STOCK OPTION PLAN
(Full title of plans)
___________
ROBERT P. SCHECHTER
PRESIDENT AND CHIEF EXECUTIVE OFFICER
NATURAL MICROSYSTEMS CORPORATION
100 CROSSING BOULEVARD
FRAMINGHAM, MASSACHUSETTS 01702-5406
(Name and address of agent for service)
<TABLE>
<CAPTION>
========================================================================================================
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------
Proposed Proposed
Title of securities Amount to be maximum offering maximum Amount of
to be registered registered (1) price per share (2) aggregate registration fee
- --------------------- -------------- ------------------- offering price (2) ----------------
------------------
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value 1,040,000 shares $16.125 $16,770,000 $4,947.15
========================================================================================================
</TABLE>
(1) Plus such additional number of shares as may be required pursuant to the
Plan in the event of a stock dividend, split-up of shares, recapitalization or
other similar change in the Common Stock.
(2) Estimated solely for the purpose of calculating the registration fee, in
accordance with Rule 457(h)(1), on the basis of the average of the high and low
prices of the Common Stock as reported on the Nasdaq National Market on June 15,
1998.
<PAGE>
EXPLANATORY NOTE
This Registration Statement has been prepared in accordance with the
requirements of Form S-8, as amended. The purpose of this Registration
Statement is to register 1,040,000 shares of Common Stock, $.01 par value, of
Natural MicroSystems Corporation (the "Company"); 400,000 of which shares have
been reserved for issuance under the Company's 1995 Non-Statutory Stock Option
Plan, 440,000 of which shares have been reserved for issuance under the
Company's 1993 Stock Option Plan and 200,000 of which shares have been reserved
for issuance under the Company's 1993 Employee Stock Purchase Plan. After
giving effect to a 2-for-1 stock split effective November 21, 1996, 380,000
shares issuable under the 1993 Stock Option Plan and 100,000 shares issuable
under the Employee Stock Purchase Plan have previously been registered pursuant
to Registration Statement No. 33-76324, and 400,000 shares issuable under the
1995 Non-Statutory Stock Option Plan, 1,080,000 shares issuable under the 1993
Stock Option Plan and 100,000 shares issuable under the 1993 Employee Stock
Purchase Plan have been previously registered pursuant to Registration Statement
No. 333-09135.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
---------------------------------------
The following documents are hereby incorporated by reference in this
Registration Statement:
(a) The Company's Form 10-K for the year ended December 31, 1997 filed
with the Securities and Exchange Commission (the "Commission") under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"); and
(b) The Company's Form 10-Q for the quarter ended March 31, 1997 filed
with the Securities and Exchange Commission (the "Commission") under the
Exchange Act; and
(c) 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.
In addition, all documents filed by the Company after the initial filing date of
this registration statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Exchange Act, and prior to the filing of a post-effective amendment which
indicates that all shares registered hereunder have been sold or which de-
registers all shares then remaining unsold, shall be deemed to be incorporated
by reference in this registration statement and to be a 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
--------------------------------------
The legality of the shares of Common Stock offered hereby has been passed
upon for the Company by Choate, Hall & Stewart, (a partnership including
professional corporations), 53 State Street, Exchange Place, Boston,
Massachusetts 02109. Richard N. Hoehn, a partner of the firm, is Assistant
Secretary of the Company.
II-1
<PAGE>
Item 6. Indemnification of Officers and Directors
-----------------------------------------
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 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 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits
--------
5.1 Opinion of Choate, Hall & Stewart as to the legality of the shares
being registered.
10.1 The Company's 1993 Stock Option Plan (As Amended and Restated
Effective March 4, 1998).
II-2
<PAGE>
10.2 Registrant's 1993 Employee Stock Purchase Plan (As Amended and
Restated Effective March 4, 1998).
10.3 Registrant's 1995 Non-Statutory Stock Option Plan (As Amended and
Restated December 19, 1996).
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of KPMG Peat Marwick LLP
23.3 Consent of Choate, Hall & Stewart (included in
Exhibit 5.1).
24.1 Power of Attorney (included in page II-5).
Item 9. Undertakings
------------
(a) The Company 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 of 1933, as amended (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 that
time shall be deemed to be the initial bona fide offering thereof; and
(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 Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or 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 the initial bona
fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company
II-3
<PAGE>
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the 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 Company of expenses incurred or paid by a director, officer
or controlling person of the Company 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 Company will, unless in
the opinion of 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 Securities
Act and will be governed by the final adjudication of such issue.
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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Framingham, Commonwealth of Massachusetts on June 12,
1998.
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 6/12/98
Robert P. Schechter Officer and Director
(Principal Executive Officer)
/s/ John F. Kennedy Chief Financial Officer 6/12/98
John F. Kennedy (Principal Financial Officer)
/s/ David C. Flynn Controller 6/12/98
David C. Flynn (Principal Accounting Officer)
/s/ Charles T. Foskett Director 6/12/98
Charles T. Foskett
/s/ Ronald W. White Director 6/3/98
Ronald W. White
/s/ Zenas W. Hutcheson, III Director 6/12/98
Zenas W. Hutcheson, III
/s/ W. Frank King Director 6/12/98
W. Frank King
/s/ Pamela D. A. Reeve Director 6/12/98
Pamela D. A. Reeve
</TABLE>
II-5
<PAGE>
INDEX TO EXHIBITS
-----------------
Exhibit Number Page No.
- -------------- -------
5.1 Opinion of Choate, Hall & Stewart as to the legality
of the shares being registered.
10.1 The Company's 1993 Stock Option Plan (As Amended and
Restated Effective March 4, 1998).
10.2 Registrant's 1993 Employee Stock Purchase Plan (As
Amended and Restated Effective March 4, 1998).
10.3 Registrant's 1995 Non-Statutory Stock Option Plan (As
Amended and Restated December 19, 1996).
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of KPMG Peat Marwick LLP
23.3 Consent of Choate, Hall & Stewart (included in
Exhibit 5.1).
24.1 Power of Attorney (included in page II-5).
II-6
<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
June 17, 1998
Natural MicroSystems Corporation
100 Crossing Boulevard
Framingham, Massachusetts 01702-5406
Gentlemen:
This opinion is delivered to you in connection with the registration
statement on Form S-8 (the "Registration Statement") to be filed on or about
June 17, 1998 by Natural MicroSystems Corporation (the "Company") under the
Securities Act of 1933, as amended, for registration under said Act of 1,040,000
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
1,040,000 shares of Common Stock to be sold by the Company under its 1993 Stock
Option Plan, its 1993 Employee Stock Purchase Plan and its 1995 Non-Statutory
Stock Option Plan, each as in effect on the date hereof, when issued against
receipt of the agreed purchase price therefor, will be 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 10.1
------------
NATURAL MICROSYSTEMS CORPORATION
1993 STOCK OPTION PLAN
(AS AMENDED AND RESTATED EFFECTIVE MARCH 4, 1998)
1. PURPOSE. The purpose of this Natural MicroSystems Corporation 1993
-------
Stock Option Plan (the "Plan") is to provide an incentive to certain key
employees of and consultants to Natural MicroSystems Corporation (the "Company")
or any of its subsidiaries by providing them an opportunity to participate in
the ownership of the Company.
This Plan provides for the grant of incentive stock options, as defined in
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), and
other ("non-statutory") stock options to key employees of and consultants to the
Company or any of its subsidiaries. All such incentive stock options and non-
statutory options which may be granted under this Plan are hereinafter referred
to as "Options."
2. ADMINISTRATION OF THE PLAN. This Plan shall be administered by the
--------------------------
Board of Directors of the Company (the "Board"). Subject to the provisions of
Section 15, the Board is authorized to interpret the Plan, to prescribe, amend
and rescind rules and regulations relating to it, and to make all other
determinations necessary or advisable for its administration. The Board shall
have the right, at its discretion, to delegate any and all of its powers
hereunder to the Chief Executive Officer ("CEO") of the Company (excluding, as
to such officer, any power in respect of Options granted or to be granted to
officers of the Company) or to a Committee appointed by the Board. If the Board
delegates its powers to the CEO or a Committee, in whole or in part, the CEO's
or Committee's determinations with respect thereto shall not be subject to
approval by the Board, and to the extent of such delegation, references in this
Plan to the Board shall be deemed to refer to the CEO or the Committee.
3. SHARES COVERED BY THE PLAN. Options may be granted under the Plan
--------------------------
while the Plan is in effect for the purchase of not in excess of 1,900,000
shares of the Common Stock, $.01 par value ("Common Stock"), of the Company
(subject to adjustment as provided in Section 12 hereof). Shares covered by
unexercised Options which are no longer exercisable for any reason shall be
available for issuance under Options granted hereunder for purposes of computing
the foregoing limitation unless the Plan has been terminated. Shares delivered
on exercise of Options may be made available from authorized and unissued Common
Stock or from Common Stock held in the Treasury of the Company. In connection
with the grant of any non-statutory stock option under the Plan, the Board may
in its discretion provide for a cash payment to be made to the person exercising
the Option, at the time of exercise, in such amount as the Board determines to
be appropriate to reimburse such person, in whole or in part, for any federal or
state income taxes incurred in connection with such exercise. Such payment may
be applied to the satisfaction of any applicable withholding tax which is
incurred in connection with such exercise or with such payment.
<PAGE>
4. ELIGIBILITY. The persons who shall be eligible to receive Options
-----------
under the Plan shall be key employees of and consultants to the Company or any
of its subsidiaries. Such persons are hereinafter referred to as "Eligible
Individuals."
5. ALLOTMENT OF OPTIONS AND NUMBER OF SHARES. The allotment of Options
-----------------------------------------
among the Eligible Individuals, the number of shares to be covered by each
Option to be granted, and the designation of Options as either incentive stock
options or non-statutory stock options shall be determined by the Board;
provided, however, that an incentive stock option may be granted only to an
Eligible Individual who is an employee of or consultant to the Company or a
subsidiary.
6. INDIVIDUAL PARTICIPANT LIMITATION. Any other provision of the Plan
---------------------------------
notwithstanding, the number of shares of Common Stock for which Options may be
granted in any single fiscal year of the Company to any Eligible Individual
shall not exceed 200,000 shares (the "Individual Limit"). For purposes of the
foregoing limitation, if any Option is cancelled, the cancelled Option shall
continue to be counted against the Individual Limit; and if after grant the
exercise price of an Option is modified, the transaction shall be treated as the
cancellation of the Option and the grant of a new Option. In any such case,
both the Option that is cancelled and the Option deemed to be granted shall be
counted against the Individual Limit.
7. OPTION AGREEMENTS. Each Eligible Individual to whom an Option is
-----------------
granted (an "Optionee") shall enter into a written agreement with the Company
setting forth the terms and conditions of the Option granted to him, which
agreement may contain such terms, conditions and restrictions not inconsistent
with the terms of the Plan as the Board shall approve.
8. OPTION PRICE. The price to be paid by an Optionee who exercises an
------------
Option shall be determined by the Board; provided that in no event shall the
price be less than the fair market value of the Common Stock on the date the
Option is granted; and provided that in the case of an incentive stock option
granted to an Eligible Individual who owns stock representing more than 10% of
the voting power of all classes of stock of the Company or any of its
subsidiaries, the option price shall not be less than 110% of such fair market
value.
9. DURATION AND RATE OF EXERCISE OF OPTIONS. The option period shall be
----------------------------------------
fixed by the Board but in any event each Option shall by its terms be
exercisable no later than the expiration of ten years from the date the Option
is granted; provided that in the case of an incentive stock option granted to an
Eligible Individual who owns stock representing more than 10% of the voting
power of all classes of stock of the Company or any of its subsidiaries, the
option shall not be exercisable after the expiration of five years from the date
the Option is granted.
The Board shall determine the rate at which each Option shall be
exercisable, provided that in no event shall an Option be exercisable at a rate
greater than 12.50% of the shares under the Option per quarter.
2
<PAGE>
The Board shall determine the manner in which each Option shall be
exercisable, the timing and form of the purchase price to be paid by an Optionee
upon the exercise of an Option, and any restrictions to be imposed upon the
Common Stock received on exercise of an Option. To the extent provided in the
option agreement, payment of the purchase price may be entirely in cash, part in
cash and part by personal promissory note or in whole or in part by the
surrender of a whole number of shares of previously issued Common Stock of the
Company. Previously issued shares of Common Stock shall be accepted as payment
in an amount equal to the then fair market value of the surrendered shares.
10. NONTRANSFERABILITY OF OPTIONS. Each Option granted under the Plan to
-----------------------------
any Eligible Individual shall by its terms not be transferable by him otherwise
than by will or the laws of descent and distribution, and shall be exercisable
during his lifetime only by him.
11. RIGHTS AS A STOCKHOLDER. An Optionee shall have no rights as a
-----------------------
stockholder with respect to any shares covered by his Options until he shall
have become the holder of record of such shares, and no adjustment shall be
made, except adjustments pursuant to Section 12 hereof, for dividends (ordinary
or extraordinary, whether in cash, securities or other property) or
distributions or other rights in respect of such shares for which the record
date is prior to the date on which he shall have become the holder of record
thereof.
12. EFFECT OF CHANGE IN STOCK SUBJECT TO THE PLAN. In the event there is
---------------------------------------------
any change in the shares of Common Stock of the Company through the declaration
of stock dividends or through recapitalizations resulting in stock subdivisions
or combinations or exchanges of shares or otherwise, the number of shares
available for Option, the exercise price of outstanding Options, and the number
of shares subject to any Option shall be appropriately adjusted by the Board.
If the Company is merged into or consolidated with another corporation
under circumstances where the Company is not the surviving corporation, or if
the Company is liquidated or sells or otherwise disposes of substantially all of
its assets to another corporation while unexercised Options remain outstanding,
(i) subject to the provisions of clauses (iii) and (iv) below, after the
effective date of such merger, consolidation or sale, as the case may be, each
holder of an outstanding Option shall be entitled, upon exercise of such Option,
to receive in lieu of shares of Common Stock, shares of such stock or other
securities as the holders of shares of Common Stock received pursuant to the
terms of the merger, consolidation or sale; or (ii) the Board may waive any
discretionary limitations imposed pursuant to Section 9 hereof so that all
Options from and after a date prior to the effective date of such merger,
consolidation, liquidation or sale, as the case may be, specified by the Board,
shall be exercisable in full; or (iii) all outstanding Options may be cancelled
by the Board
3
<PAGE>
as of the effective date of any such merger, consolidation, liquidation or sale
provided that notice of such cancellation shall be given to each holder of an
Option, and each holder of an Option shall have the right to exercise such
Option in full (without regard to any discretionary limitations imposed pursuant
to Section 9 hereof) during a 30-day period preceding the effective date of such
merger, consolidation, liquidation or sale; or (iv) all outstanding Options may
be cancelled by the Board as of the date of any such merger, consolidation,
liquidation or sale provided that notice of such cancellation shall be given to
each holder of an Option, and each holder of an Option shall have the right to
exercise such Option but only to the extent exercisable in accordance with any
discretionary limitations imposed pursuant to Section 9 prior to the effective
date of such merger, consolidation, liquidation or sale.
13. GRANT OF OPTIONS IN CONNECTION WITH CERTAIN ACQUISITIONS. The Board
--------------------------------------------------------
may grant Options under the Plan in substitution for incentive stock options or
non-statutory stock options granted under plans of other employers, if such
grant occurs by reason of a corporate merger, consolidation, separation,
reorganization, or liquidation to which the Company is a party, or by reason of
the acquisition of property or stock of another corporation by the Company;
provided that, with respect to any incentive stock option, such transaction is a
transaction to which Section 424(a) of the Code applies. The Board may impose
such terms and conditions upon the grant of any incentive stock option under
this Section 13 as are necessary to ensure that the substitution will not
constitute a modification of the Option under Section 424(h) of the Code, even
though any such term or condition would otherwise be inconsistent with the
provisions of this Plan. Options granted under the provisions of this Section
13 may be granted at a price less than the fair market value of the Common Stock
on the date such Option is granted, so long as the ratio of the option price to
the fair market value of the Common Stock is no more favorable to the Optionee
than the ratio of the option price to the fair market value of the stock subject
to the old option immediately before such substitution. Except as otherwise
specifically provided in the agreement setting forth the terms and conditions of
such an Option, the provisions of this Plan shall govern any options granted
under this Section 13. Nothing in this Section 13 shall be deemed to authorize
the grant of Options under the Plan for a number of shares in excess of the
number set forth in Section 3, nor to limit in any way the authority of the
Board to grant substituted options in connection with such transactions other
than under the Plan.
14. USE OF PROCEEDS. The proceeds received by the Company from the sale
---------------
of Common Stock pursuant to the Plan may be used for general corporate purposes.
15. AMENDMENT AND DISCONTINUANCE. The Board may from time to time alter
----------------------------
or suspend and at any time discontinue the Plan. However, no action of the
Board may alter or impair an Optionee's rights under any outstanding Option
previously granted under the Plan, without the consent of the holder of the
Option.
16. EFFECTIVE DATE AND TERMINATION DATE. The Plan shall become effective
-----------------------------------
and shall be deemed to have been adopted on October 22, 1993, the date of its
adoption by the Board. The stockholders of the Company approved the Plan on
January 13, 1994. Any amendment to the Plan for which stockholder approval is
sought shall become effective as of the date of the adoption of such amendment
by the Board, subject to such stockholder approval within 12 months of such
date. The Plan shall remain in effect until terminated by the Board, but not
later than ten years after the date the Plan is initially adopted by the Board,
or is approved by the stockholders, whichever first occurs.
4
<PAGE>
____________
Adopted by the Board of Directors on October 22, 1993, with the approval of
the stockholders on January 13, 1994. Amended by the Board of Directors on
March 17, 1995, with the approval of the stockholders on April 21, 1995.
Amended by the Board of Directors on March 8, 1996, with the approval of the
stockholders on May 3, 1996. Amended by the Board of Directors on March 4,
1998, with the approval of the stockholders on April 16, 1998.
5
<PAGE>
EXHIBIT 10.2
------------
NATURAL MICROSYSTEMS CORPORATION
1993 EMPLOYEE STOCK PURCHASE PLAN
(AS AMENDED AND RESTATED EFFECTIVE MARCH 4, 1998)
l. PURPOSE. The purpose of this Employee Stock Purchase Plan (the
-------
"Plan") is to provide employees of Natural MicroSystems Corporation, a Delaware
corporation (the "Company"), and its subsidiaries, an opportunity to purchase
Common Stock, $.01 par value, of the Company (the "Shares"). The Plan is
intended to qualify as an "employee stock purchase plan" within the meaning of
Section 423 of the Internal Revenue Code of 1986, as amended (the "Code").
2. ADMINISTRATION OF THE PLAN. The Board of Directors or any committee
--------------------------
or persons to whom it delegates its authority (the "Administrator") shall
administer, interpret and apply all provisions of the Plan. The Administrator
may waive such provisions of the Plan as it deems necessary to meet special
circumstances not anticipated or covered expressly by the Plan. Nothing
contained in this Section shall be deemed to authorize the Administrator to
alter or administer the provisions of the Plan in a manner inconsistent with the
provisions of Section 423 of the Code. No member of the Administrator shall be
liable for any action or determination made in good faith with respect to the
Plan or any right granted under it.
3. ELIGIBLE EMPLOYEES. Subject to the provisions of Sections 8, 9 and 10
------------------
below, any individual who is in the full-time employment (as defined below) of
the Company, or any of its subsidiaries (as defined in Section 424(f) of the
Code) the employees of which are designated by the Board of Directors as
eligible to participate in the Plan, is eligible to participate in any Offering
of Shares (as defined in Section 4 below) made by the Company hereunder. Full-
time employment shall include all employees whose customary employment is: (a)
in excess of 20 hours per week; and (b) more than five months in the relevant
calendar year.
4. OFFERING DATES. From time to time the Company, by action of the Board
--------------
of Directors, will grant rights to purchase Shares to employees eligible to
participate in the Plan pursuant to one or more offerings (each of which is an
"Offering") on a date or series of dates (each of which is an "Offering Date")
designated for this purpose by the Board of Directors.
5. PRICES. The price per share for each grant of rights hereunder shall
------
be the lesser of: (a) eighty-five percent (85%) of the fair market value of a
Share on the Offering Date on which such right was granted; or (b) eighty-five
percent (85%) of the fair market value of a Share on the date such right is
exercised. At its discretion, the Board of Directors may determine a higher
price for a grant of rights. For purposes of this Plan, the term "fair market
value" on any date means shall mean (i) the average (on that date) of the high
and low prices for shares of the Common Stock on the principal national
securities exchange on which the Common Stock are traded, if the Common Stock is
then listed on a national securities exchange; or (ii) the last reported sale
price (on that date) of shares of the Common Stock on NASDAQ if
<PAGE>
the Common Stock is not then listed on a national securities exchange; or, if
not so reported or listed, (iii) the closing bid price (or average of bid
prices) last quoted (on that date) of shares of the Common Stock on the
over-the-counter market. If the Company's Common Stock is not publicly traded at
the time a right is granted under this Plan, "fair market value" shall mean the
fair market value of shares of the Common Stock as determined by the
Administrator after taking into consideration all factors which it deems
appropriate, including, without limitation, recent sale and offer prices of
shares of the Common Stock in private transactions negotiated at arm's length.
6. EXERCISE OF RIGHTS AND METHOD OF PAYMENT. (a) Rights granted under
----------------------------------------
the Plan will be exercisable periodically on specified dates as determined by
the Board of Directors.
(b) The method of payment for Shares purchased upon exercise of
rights granted hereunder shall be through regular payroll deductions or by lump
sum cash payment, or both, as determined by the Board of Directors. No interest
shall be paid upon payroll deductions unless specifically provided for by the
Board of Directors.
(c) Any payments received by the Company from a participating
employee and not utilized for the purchase of Shares upon exercise of a right
granted hereunder shall be promptly returned to such employee by the Company
after termination of the right to which the payment relates.
7. TERM OF RIGHTS. Rights granted on any Offering Date shall be
--------------
exercisable upon the expiration of such period ("Offering Period") as shall be
determined by the Board of Directors when it authorizes the Offering, provided
that such Offering Period shall in no event be longer than twenty-seven (27)
months.
8. SHARES COVERED BY THE PLAN. No more than 400,000 Shares may be sold
--------------------------
pursuant to rights granted under the Plan; provided, however, that appropriate
adjustment shall be made in such number, in the number of Shares covered by
outstanding rights granted hereunder, in the exercise price of the rights and in
the maximum number of Shares which an employee may purchase (pursuant to Section
9 below) to give effect to any mergers, consolidations, reorganizations,
recapitalizations, stock splits, stock dividends or other relevant changes in
the capitalization of the Company occurring after the effective date of the
Plan, provided that no fractional Shares shall be subject to a right and each
right shall be adjusted downward to the nearest full Share. Any agreement of
merger or consolidation will include provisions for protection of the then
existing rights of participating employees under the Plan. Either authorized and
unissued Shares or issued Shares heretofore or hereafter reacquired by the
Company may be made subject to rights under the Plan. If for any reason any
right under the Plan terminates in whole or in part, Shares subject to such
terminated right may again be subjected to a right under the Plan.
2
<PAGE>
9. LIMITATIONS ON GRANTS. (a) No employee shall be granted a right
---------------------
hereunder if such employee, immediately after the right is granted, would own
stock or rights to purchase stock possessing five percent (5%) or more of the
total combined voting power or value of all classes of stock of the Company, or
of any subsidiary, computed in accordance with Sections 423(b)(3) and 424(d) of
the Code.
(b) No employee shall be granted a right which permits his right to
purchase shares under all employee stock purchase plans of the Company and its
subsidiaries to accrue at a rate which exceeds twenty-five thousand dollars
($25,000) (or such other maximum as may be prescribed from time to time by the
Code) of the fair market value of such Shares (determined at the time such right
is granted) for each calendar year in which such right is outstanding at any
time in accordance with the provisions of Section 423(b)(8) of the Code.
(c) No right granted to any participating employee under a single
Offering shall cover more shares than may be purchased at an exercise price
equal to 10% of the compensation payable to the employee during the Offering not
taking into consideration any changes in the employee's rate of compensation
after the date the employee elects to participate in the Offering, or such other
percentage as determined by the Board of Directors from time to time.
10. LIMIT ON PARTICIPATION. Participation in an Offering shall be limited
----------------------
to eligible employees who elect to participate in such Offering in the manner,
and within the time limitation, established by the Board of Directors when it
authorizes the offering.
11. CANCELLATION OF ELECTION TO PARTICIPATE. An employee who has elected
---------------------------------------
to participate in an Offering may, unless the employee has waived this
cancellation right at the time of such election in a manner established by the
Board of Directors, cancel such election as to all (but not part) of the rights
granted under such Offering by giving written notice of such cancellation to the
Company before the expiration of the Offering Period. Any amounts paid by the
employee for the Shares or withheld for the purchase of Shares from the
employee's compensation through payroll deductions shall be paid to the
employee, without interest, upon such cancellation.
12. TERMINATION OF EMPLOYMENT. Upon termination of employment for any
-------------------------
reason, including the death of the employee, before the date on which any rights
granted under the Plan are exercisable, all such rights shall immediately
terminate and amounts paid by the employee for the Shares or withheld for the
purchase of Shares from the employee's compensation through payroll deductions
shall be paid to the employee or to the employee's estate, without interest.
13. EMPLOYEE'S RIGHTS AS STOCKHOLDER. No participating employee shall
--------------------------------
have any rights as a stockholder in the Shares covered by a right granted
hereunder until such right has been exercised, full payment has been made for
the corresponding Shares and the Share certificate is actually issued.
3
<PAGE>
14. RIGHTS NOT TRANSFERABLE. Rights under the Plan are not assignable or
-----------------------
transferable by a participating employee and are exercisable only by the
employee.
15. LIMITS ON SALE OF STOCK PURCHASED UNDER THE PLAN. The Plan is
------------------------------------------------
intended to provide shares of Common Stock for investment and not for resale.
The Company does not, however, intend to restrict or influence any employee in
the conduct of his/her own affairs. An employee may, therefore, sell stock
purchased under the Plan at any time the employee chooses, subject to compliance
with any applicable Federal or state securities laws; provided, however, that
because of certain Federal tax requirements, each employee agrees by entering
the Plan, promptly to give the Company notice of any such stock disposed of
within two years after the date of grant of the applicable right showing the
number of such shares disposed of. THE EMPLOYEE ASSUMES THE RISK OF ANY MARKET
FLUCTUATIONS IN THE PRICE OF THE STOCK.
16. AMENDMENTS TO OR DISCONTINUANCE OF THE PLAN. The Board of Directors
-------------------------------------------
may at any time terminate or amend this Plan without notice and without further
action on the part of stockholders of the Company, provided that no such
termination or amendment shall adversely affect the then existing rights of any
participating employee.
17. EFFECTIVE DATE AND APPROVALS. The Plan is being adopted by the Board
----------------------------
of Directors on October 22, 1993 to become effective as of said date. The Plan
was approved by the stockholders on January 13, 1994. The Company's obligation
to offer, sell and deliver its Shares under the Plan is subject to the approval
of any governmental authority required in connection with the authorized
issuance or sale of such Shares and is further subject to the Company receiving
the opinion of its counsel that all applicable securities laws have been
complied with.
18. TERM OF PLAN. No rights shall be granted under the Plan after
------------
October 22, 2003.
______________________________
Amended by the Board of Directors on March 8, 1996, with the approval of
the stockholders on May 3, 1996. Amended by the Board of Directors on March 4,
1998, with the approval of the stockholders on April 16, 1998.
4
<PAGE>
EXHIBIT 10.3
------------
NATURAL MICROSYSTEMS CORPORATION
1995 NON-STATUTORY STOCK OPTION PLAN
(AS AMENDED AND RESTATED EFFECTIVE DECEMBER 19, 1996)
1. PURPOSE. The purpose of this Natural MicroSystems Corporation 1995
-------
Non-Statutory Stock Option Plan (the "Plan") is to provide an incentive to
certain employees (other than executive officers, who are not eligible to
participate in the Plan) of and consultants to Natural MicroSystems Corporation
(the "Company") or any of its subsidiaries by providing them an opportunity to
participate in the ownership of the Company. This Plan provides for the grant
of non-statutory stock options (i.e., stock options which are not intended to
qualify as incentive stock options as defined in Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code")) to non-executive officer
employees of and consultants to the Company or any of its subsidiaries. All
such stock options which may be granted under this Plan are hereinafter referred
to as "Options."
2. ADMINISTRATION OF THE PLAN. This Plan shall be administered by the
--------------------------
Board of Directors of the Company (the "Board"). Subject to the provisions of
Section 14, the Board is authorized to interpret the Plan, to prescribe, amend
and rescind rules and regulations relating to it, and to make all other
determinations necessary or advisable for its administration. The Board shall
have the right, at its discretion, to delegate any and all of its powers
hereunder to the Chief Executive Officer ("CEO") of the Company (excluding, as
to such officer, any power in respect of Options granted or to be granted to
officers of the Company) or to a Committee appointed by the Board. If the Board
delegates its powers to the CEO or a Committee, in whole or in part, the CEO's
or Committee's determinations with respect thereto shall not be subject to
approval by the Board, and to the extent of such delegation, references in this
Plan to the Board shall be deemed to refer to the CEO or the Committee.
3. SHARES COVERED BY THE PLAN. Options may be granted under the Plan
--------------------------
while the Plan is in effect for the purchase of not in excess of 800,000 shares
of the Common Stock, $.01 par value ("Common Stock"), of the Company (subject to
adjustment as provided in Section 11 hereof). Shares covered by unexercised
Options which are no longer exercisable for any reason shall be available for
issuance under Options granted hereunder for purposes of computing the foregoing
limitation unless the Plan has been terminated. Shares delivered on exercise of
Options may be made available from authorized and unissued Common Stock or from
Common Stock held in the Treasury of the Company. In connection with the grant
of any Option under the Plan, the Board may in its discretion provide for a cash
payment to be made to the person exercising the Option, at the time of exercise,
in such amount as the Board determines to be appropriate to reimburse such
person, in whole or in part, for any federal or state income taxes incurred in
connection with such exercise. Such payment may be applied to the
<PAGE>
satisfaction of any applicable withholding tax which is incurred in connection
with such exercise or with such payment.
4. ELIGIBILITY. The persons who shall be eligible to receive Options
-----------
under the Plan shall be non-executive officer employees of and consultants to
the Company or any of its subsidiaries. Such persons are hereinafter referred
to as "Eligible Individuals."
5. ALLOTMENT OF OPTIONS AND NUMBER OF SHARES. The allotment of Options
-----------------------------------------
among the Eligible Individuals, the number of shares to be covered by each
Option to be granted shall be determined by the Board.
6. OPTION AGREEMENTS. Each Eligible Individual to whom an Option is
-----------------
granted (an "Optionee") shall enter into a written agreement with the Company
setting forth the terms and conditions of the Option granted to him, which
agreement may contain such terms, conditions and restrictions not inconsistent
with the terms of the Plan as the Board shall approve.
7. OPTION PRICE. The price to be paid by an Optionee who exercises an
------------
Option shall be determined by the Board; provided that in no event shall the
price be less than the fair market value of the Common Stock on the date the
Option is granted.
8. DURATION AND RATE OF EXERCISE OF OPTIONS. The option period shall be
----------------------------------------
fixed by the Board but in any event each Option shall by its terms be
exercisable no later than the expiration of ten years from the date the Option
is granted. The Board shall determine the rate at which each Option shall be
exercisable, provided that in no event shall an Option be exercisable at a rate
greater than 12.50% of the shares under the Option per quarter.
The Board shall determine the manner in which each Option shall be
exercisable, the timing and form of the purchase price to be paid by an Optionee
upon the exercise of an Option, and any restrictions to be imposed upon the
Common Stock received on exercise of an Option. To the extent provided in the
option agreement, payment of the purchase price may be entirely in cash, part in
cash and part by personal promissory note or in whole or in part by the
surrender of a whole number of shares of previously issued Common Stock of the
Company. Previously issued shares of Common Stock shall be accepted as payment
in an amount equal to the then fair market value of the surrendered shares.
9. NONTRANSFERABILITY OF OPTIONS. Each Option granted under the Plan to
-----------------------------
any Eligible Individual shall by its terms not be transferable by him otherwise
than by will or the laws of descent and distribution, and shall be exercisable
during his lifetime only by him.
10. RIGHTS AS A STOCKHOLDER. An Optionee shall have no rights as a
-----------------------
stockholder with respect to any shares covered by his Options until he shall
have become the holder of record of such shares, and no adjustment shall be
made, except adjustments pursuant to Section 11 hereof, for dividends (ordinary
or extraordinary, whether in cash, securities or other
2
<PAGE>
property) or distributions or other rights in respect of such shares for which
the record date is prior to the date on which he shall have become the holder of
record thereof.
11. EFFECT OF CHANGE IN STOCK SUBJECT TO THE PLAN. In the event there is
---------------------------------------------
any change in the shares of Common Stock of the Company through the declaration
of stock dividends or through recapitalizations resulting in stock subdivisions
or combinations or exchanges of shares or otherwise, the number of shares
available for Option, the exercise price of outstanding Options, and the number
of shares subject to any Option shall be appropriately adjusted by the Board.
If the Company is merged into or consolidated with another corporation under
circumstances where the Company is not the surviving corporation, or if the
Company is liquidated or sells or otherwise disposes of substantially all of its
assets to another corporation while unexercised Options remain outstanding, (i)
subject to the provisions of clauses (iii) and (iv) below, after the effective
date of such merger, consolidation or sale, as the case may be, each holder of
an outstanding Option shall be entitled, upon exercise of such Option, to
receive in lieu of shares of Common Stock, shares of such stock or other
securities as the holders of shares of Common Stock received pursuant to the
terms of the merger, consolidation or sale; or (ii) the Board may waive any
discretionary limitations imposed pursuant to Section 8 hereof so that all
Options from and after a date prior to the effective date of such merger,
consolidation, liquidation or sale, as the case may be, specified by the Board,
shall be exercisable in full; or (iii) all outstanding Options may be cancelled
by the Board as of the effective date of any such merger, consolidation,
liquidation or sale provided that notice of such cancellation shall be given to
each holder of an Option, and each holder of an Option shall have the right to
exercise such Option in full (without regard to any discretionary limitations
imposed pursuant to Section 8 hereof) during a 30-day period preceding the
effective date of such merger, consolidation, liquidation or sale; or (iv) all
outstanding Options may be cancelled by the Board as of the date of any such
merger, consolidation, liquidation or sale provided that notice of such
cancellation shall be given to each holder of an Option, and each holder of an
Option shall have the right to exercise such Option but only to the extent
exercisable in accordance with any discretionary limitations imposed pursuant to
Section 8 prior to the effective date of such merger, consolidation, liquidation
or sale.
12. GRANT OF OPTIONS IN CONNECTION WITH CERTAIN ACQUISITIONS. The Board
--------------------------------------------------------
may grant Options under the Plan in substitution of stock options granted under
plans of other employers, if such grant occurs by reason of a corporate merger,
consolidation, separation, reorganization, or liquidation to which the Company
is a party, or by reason of the acquisition of property or stock of another
corporation by the Company.
13. USE OF PROCEEDS. The proceeds received by the Company from the sale
---------------
of Common Stock pursuant to the Plan may be used for general corporate purposes.
14. AMENDMENT AND DISCONTINUANCE. The Board may from time to time alter
----------------------------
or suspend and at any time discontinue the Plan. However, no action of the
Board may alter or impair an Optionee's rights under any outstanding Option
previously granted under the Plan, without the consent of the holder of the
Option.
3
<PAGE>
15. EFFECTIVE DATE AND TERMINATION DATE. The Plan shall become effective
-----------------------------------
and shall be deemed to have been adopted on October 27, 1995, the date of its
adoption by the Board. The Plan shall remain in effect until terminated by the
Board, but not later than October 26, 2005. Amended by the Board of Directors
on March 8, 1996. Amended by the Board of Directors on December 19, 1996.
4
<PAGE>
Exhibit 23.1
------------
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement
of Natural MicroSystems Corporation (the "Company") on Form S-8 of our report
dated January 19, 1998, on our audit of the consolidated financial statements
and financial statement schedule of the Company as of December 31, 1997, and for
the year ended December 31, 1997, which report is included in the Company's
Annual Report which is incorporated by reference on Form 10-K.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
June 16, 1998
<PAGE>
Exhibit 23.2
------------
INDEPENDENT AUDITOR'S CONSENT
The Board of Directors
Natural MicroSystems Corporation
We consent to incorporation by reference in this registration statement on Form
S-8 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
June 17, 1998
