<PAGE>
As filed with the Securities and Exchange Commission on April 12, 2000
REGISTRATION NO. 333-33938
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PRE-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NATURAL MICROSYSTEMS CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE NO. 04-2814586
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 CROSSING BOULEVARD
FRAMINGHAM, MASSACHUSETTS 01702
(508) 620-9300
(Address and telephone number of Registrant's principal executive offices)
ROBERT E. HULT
SENIOR VICE PRESIDENT OF FINANCE AND OPERATIONS
NATURAL MICROSYSTEMS CORPORATION
100 CROSSING BOULEVARD
FRAMINGHAM, MASSACHUSETTS 01702
(508) 620-9300
(Name, address and telephone number of agent for service)
COPIES TO:
DIANNE CALLAN, ESQ. RICHARD N. HOEHN, ESQ.
NATURAL MICROSYSTEMS CORPORATION CHOATE, HALL & STEWART
100 CROSSING BOULEVARD EXCHANGE PLACE, 53 STATE STREET
FRAMINGHAM, MA 01702 BOSTON, MA 02109
(508) 620-9300 (617) 248-5000
- -------------------------------------------------------------------------------
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. [_]
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. [_]
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.
=========================================================
<PAGE>
PROSPECTUS
490,000 SHARES
NATURAL MICROSYSTEMS CORPORATION
COMMON STOCK
This prospectus is part of a registration statement that covers 490,000
shares of our common stock. These shares may be offered and sold from time to
time by our stockholders named in this prospectus. We will not receive any of
the proceeds from the sale of the shares. We will bear the costs relating to the
registration of the shares, which we estimate to be $22,959.45.
Our common stock is traded on the Nasdaq National Market under the symbol
NMSS. On April 11, 2000, the reported last sale price of our common stock on the
Nasdaq National Market was $58.50 per share.
INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" ON PAGE 8.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES, OR DETERMINED IF
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
________________________________________
The date of this prospectus is April __, 2000.
<PAGE>
TABLE OF CONTENTS
THE COMPANY.......................................................... 2
USE OF PROCEEDS...................................................... 3
SELLING STOCKHOLDERS AND PLAN OF DISTRIBUTION........................ 3
LEGAL MATTERS........................................................ 7
WHERE YOU CAN FIND MORE INFORMATION.................................. 7
RISK FACTORS......................................................... 8
You should rely only on the information contained or incorporated by
reference in this prospectus and in any accompanying prospectus supplement.
No one has been authorized to provide you with different information.
The shares of common stock are not being offered in any jurisdiction where
the offer is not permitted.
You should not assume that the information in this prospectus or any
prospectus supplement is accurate as of any date other than the date on the
front of the documents.
THE COMPANY
We were incorporated in Delaware in 1983. Our common stock has been
publicly traded since our initial public offering in 1994. Our principal
executive offices are located at 100 Crossing Boulevard, Framingham,
Massachusetts 01702, and our main telephone number is (508) 620-9300. We also
have sales, service and engineering facilities in the United States and in other
countries. Our corporate website is www.nmss.com. Information contained on our
website does not constitute a part of this prospectus. References in this
prospectus to "Natural MicroSystems," "we," "our" and "us" refer to Natural
MicroSystems Corporation and its subsidiaries. Natural MicroSystems, QWES.com
and PolicyPoint are our trademarks.
2
<PAGE>
USE OF PROCEEDS
All net proceeds from the sale of the shares covered by this prospectus
will go to the stockholders offering and selling their shares. We will not
receive any proceeds from the sale of the shares by the selling stockholders.
SELLING STOCKHOLDERS AND PLAN OF DISTRIBUTION
In December 1999, a wholly owned subsidiary of Natural MicroSystems merged
into QWES.com, Inc., and the stockholders of QWES.com exchanged all of their
shares of common stock and preferred stock for shares of our common stock at
prescribed exchange ratios. We also assumed the obligation to issue stock under
several warrants and stock options for the purchase of common stock of QWES.com.
Those warrants and options became exercisable for our common stock using the
same exchange ratio applied to QWES.com's common stock. The shares held by the
selling stockholders, including shares underlying the outstanding warrants and
options held by several of the selling stockholders, constitute approximately
nine percent of our outstanding stock. Some of the shares registered for sale
under this prospectus are issuable upon the exercise of warrants. None of the
shares underlying the stock options are being registered for sale under this
prospectus. They will be registered for sale under a separate registration
statement on Form S-8.
We are registering the shares covered by this prospectus for the selling
stockholders. As used in this prospectus, the term "selling stockholders"
includes the transferees, donees, pledgees and others assigns who may later hold
the selling stockholders' interests. We will pay the costs and fees of
registering the shares, but the selling stockholders will pay any brokerage
commissions, discounts or other expenses relating to the sale of the shares.
The selling stockholders may sell the shares on the Nasdaq National Market
or otherwise, at market prices prevailing at the time of sale, at prices related
to the prevailing market prices, or at negotiated prices. In addition, the
selling stockholders may sell any or all of their shares through:
. a block trade in which a broker-dealer may resell a portion of the
block, as principal, in order to facilitate the transaction;
. purchases by a broker-dealer, as principal, and resale by the broker-
dealer for its account; or
. ordinary brokerage transactions and transactions in which a broker
solicits purchasers.
When selling the shares, the selling stockholders may enter into hedging
transactions. For example, the selling stockholders may:
. enter into transactions involving short sales of the shares by
broker-dealers.
3
<PAGE>
. enter into transactions to sell shares short themselves and redeliver
such shares to close out their short positions;
. enter into option or other types of transactions that require the
selling stockholders to deliver shares to a broker-dealer, who will then
resell or transfer the shares under this prospectus; or
. loan or pledge the shares to a broker-dealer, who may sell the loaned
shares or, in the event of default, sell the pledged shares.
The selling stockholders may negotiate and pay broker-dealers commissions,
discounts or concessions for their services. Broker-dealers engaged by the
selling stockholders may allow other broker-dealers to participate in resales.
However, the selling stockholders and any broker-dealers involved in the sale or
resale of the shares may qualify as "underwriters" within the meaning of Section
2(a)(11) of the Securities Act of 1933. In addition, the broker-dealers'
commissions, discounts or concessions may qualify as underwriters' compensation
under this Act. If a selling stockholder qualifies as an "underwriter," it will
be subject to the prospectus delivery requirements of Section 5(b)(2) of the
1933 Act.
In addition to selling their shares under this prospectus, the selling
stockholders may:
. agree to indemnify any broker-dealer or agent against certain
liabilities related to the selling of the shares, including liabilities
arising under the 1933 Act;
. transfer their shares in other ways not involving market makers or
established trading markets, including directly by gift, distribution or
other transfer; or
. sell their shares under Rule 144 of the 1933 Act rather than under this
prospectus, if the transaction meets the requirements of Rule 144.
With respect to each stockholder selling shares of our common stock with
this prospectus, the table below shows, to our knowledge, the following
information: (1) the nature of such stockholder's material relationship with us
or our affiliates within the past three years; (2) the number of shares owned as
of March 15, 2000; (3) the number of common shares offered pursuant to this
prospectus; and (4) the number of shares to be owned after completion of the
offering, assuming the sale of all of the shares offered with this prospectus.
Unless otherwise noted, assuming the sale of all of the shares offered with this
prospectus, each stockholder listed below currently beneficially owns less than
one percent of our outstanding common stock and will beneficially own less than
one percent of our outstanding common stock after completion of the offering.
Options are deemed to be owned if they are exercisable within the 60-day period
following March 15, 2000.
4
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<TABLE>
<CAPTION>
SHARES OWNED BEFORE OFFERING
----------------------------
WARRANTS SHARES
NAME AND RELATIONSHIP WITH COMMON AND Shares OWNED
NATURAL MICROSYSTEMS, IF MATERIAL STOCK OPTIONS TOTAL OFFERED AFTER OFFERING
- --------------------------------- ----- ------- ----- ------- --------------
<S> <C> <C> <C> <C> <C>
Clarent Corporation (1) 0 14,293 14,293 4,764 9,529
- ---------------------------------------------------------------------------------------------------------------------------
Eileen Coe 3,430 0 3,430 1,143 2,287
- ---------------------------------------------------------------------------------------------------------------------------
Michael H. Collender 21,364 6,860 28,224 7,121 21,103
- ---------------------------------------------------------------------------------------------------------------------------
Ronald Crawford and Hyong Crawford 10,757 0 10,757 3,585 7,172
- ---------------------------------------------------------------------------------------------------------------------------
Patrick J. Croswell 8,703 0 8,703 2,901 5,802
- ---------------------------------------------------------------------------------------------------------------------------
Roger C. Davisson (2) 1,451 6,003 7,454 483 6,971
- ---------------------------------------------------------------------------------------------------------------------------
Davisson Family Trust 27,775 0 27,775 258 18,517
- ---------------------------------------------------------------------------------------------------------------------------
Anthony Dominicis 8,404 6,003 14,407 2,801 11,606
- ---------------------------------------------------------------------------------------------------------------------------
Clifford L. Farrar 2,058 0 2,058 686 1,372
- ---------------------------------------------------------------------------------------------------------------------------
Daniel E. Finley* and Mary H. Finley 6,860 0 6,860 2,286 4,574
- ---------------------------------------------------------------------------------------------------------------------------
Glenn Fountain* 35,402 0 35,402 11,800 23,602
- ---------------------------------------------------------------------------------------------------------------------------
David Allen Garrett* 3,430 0 3,430 1,143 2,287
- ---------------------------------------------------------------------------------------------------------------------------
Chris Hawkinson* 6,860 0 6,860 2,286 4,574
- ---------------------------------------------------------------------------------------------------------------------------
Steven Hoffman 38,799 0 38,799 12,933 25,866
- ---------------------------------------------------------------------------------------------------------------------------
Jesse M. James* 4,116 0 4,116 1,372 2,744
- ---------------------------------------------------------------------------------------------------------------------------
Judith Kelman (3) 12,086 0 12,086 4,028 8,058
- ---------------------------------------------------------------------------------------------------------------------------
Stanley M. Lee and Esther J. Lee 12,086 0 12,086 4,028 8,058
- ---------------------------------------------------------------------------------------------------------------------------
I-Shyh Lin 14,503 0 14,503 4,834 9,669
- ---------------------------------------------------------------------------------------------------------------------------
Ernest Louie* 32,520 0 32,520 10,840 21,680
- ---------------------------------------------------------------------------------------------------------------------------
Louie Family Trust A 14,503 0 14,503 4,834 9,669
- ---------------------------------------------------------------------------------------------------------------------------
Kent Lowell* (4) 161,390 0 161,390 53,796 107,594
- ---------------------------------------------------------------------------------------------------------------------------
MacDonald Revocable Inter 172,001 0 172,001 57,333 114,668
Vivos Trust (5)
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Saul Moreno 2,401 0 2,401 800 1,601
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Shawn Nguyen* 4,116 0 4,116 1,372 2,744
- ---------------------------------------------------------------------------------------------------------------------------
Richard Orr 1,029 0 1,029 343 686
- ---------------------------------------------------------------------------------------------------------------------------
Ruby Orr 137 0 137 45 92
- ---------------------------------------------------------------------------------------------------------------------------
Steve Qu* 6,860 0 6,860 2,286 4,574
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
SHARES OWNED BEFORE OFFERING
----------------------------
WARRANTS SHARES
NAME AND RELATIONSHIP WITH COMMON AND SHARES OWNED
NATURAL MICROSYSTEMS, IF MATERIAL STOCK OPTIONS TOTAL OFFERED AFTER OFFERING
- --------------------------------- ----- ------- ----- ------- --------------
<S> <C> <C> <C> <C> <C>
Vito Rocco 12,086 0 12,086 4,028 8,058
- ------------------------------------------------------------------------------------------------------------------------------
Forrest Rose* 151,624 0 151,624 50,541 101,083
- ------------------------------------------------------------------------------------------------------------------------------
Robert Ivan Rose, Jr. 686 0 686 228 458
- ------------------------------------------------------------------------------------------------------------------------------
K. C. Schaaf 9,669 0 9,669 3,223 6,446
- ------------------------------------------------------------------------------------------------------------------------------
Joan Taylor* 34,304 0 34,304 11,434 22,870
- ------------------------------------------------------------------------------------------------------------------------------
Townsend Trust 120,357 0 120,357 40,119 80,238
- ------------------------------------------------------------------------------------------------------------------------------
Diane M. Volden 2,744 0 2,744 914 1,830
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Thomas A. Volden*(6) 157,799 0 157,799 52,599 105,200
- ------------------------------------------------------------------------------------------------------------------------------
Brian J. Walker 823 0 823 274 549
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Charles J. Walker*(7) 205,825 0 205,825 68,608 137,217
- ------------------------------------------------------------------------------------------------------------------------------
C. Alan Williams (8) 59,904 0 59,904 19,968 39,936
- ------------------------------------------------------------------------------------------------------------------------------
Joan Williams (9) 59,904 0 59,904 19,968 39,936
- ------------------------------------------------------------------------------------------------------------------------------
Gerald Willoughby and Pauline Willoughby 13,900 0 13,900 4,633 9,267
- ------------------------------------------------------------------------------------------------------------------------------
Winton Family Trust 7,256 0 7,256 2,418 4,838
- ------------------------------------------------------------------------------------------------------------------------------
Ivan L. Wolff (10) 4,362 6,003 10,365 1,454 8,911
- ------------------------------------------------------------------------------------------------------------------------------
Ekrem Yilmaz 1,088 0 1,088 362 726
- ------------------------------------------------------------------------------------------------------------------------------
TOTAL 489,872
=======
</TABLE>
* Currently an employee of Natural MicroSystems, except for Mr. Farrar and Mr.
James, who were employees through March 2000.
(1) Clarent Corporation is a customer of Natural MicroSystems.
(2) Does not include 27,775 shares held by Davisson Family Trust, of which
Mr. Davisson is trustee.
(3) Does not include 10,365 shares held by Ivan Wolff, who is married to
Ms. Kelman.
(4) Mr. Lowell owns 1.0 percent of our outstanding stock prior to the offering
and will own less than 1.0 percent of our outstanding stock after the
completion of the offering.
(5) The MacDonald Revocable Inter Vivos Trust owns 1.0 percent of our
outstanding stock prior to the offering and will own less than 1.0 percent
of our outstanding stock after the completion of the offering. One of its
trustees, Robert D. MacDonald, is also an employee of Natural MicroSystems.
6
<PAGE>
(6) Mr. Volden owns 1.0 percent of our outstanding stock prior to the offering
and will own less than 1.0 percent of our outstanding stock after the
completion of the offering.
(7) Does not include 823 shares held by Brian Walker, who is Charles Walker's
son. Mr. Walker owns 1.2% of our outstanding stock prior to the offering
and less than 1.0 percent of our outstanding stock after the completion of
the offering. Charles Walker is Vice President and General Manager of the
PolicyPoint Division.
(8) Does not include 59,904 shares held by Joan Williams, who is married to Mr.
Williams.
(9) Does not include 59,904 shares held by C. Alan Williams, who is married to
Mrs. Williams.
(10) Does not include 12,086 shares held by Judith Kelman, who is married to
Mr. Wolff.
LEGAL MATTERS
For purposes of this offering, Choate, Hall & Stewart (a partnership
including professional corporations), Boston, Massachusetts, is giving its
opinion on the validity of the common shares.
WHERE YOU CAN FIND MORE INFORMATION
Government Filings. We file annual, quarterly and special reports and other
information with the Securities and Exchange Commission (the "SEC"). You may
read and copy any document that we file at the SEC's public reference facilities
at 4509 Fifth Street, N.W., Judiciary Plaza, Room 1024, Washington, D.C. 20549,
and at the SEC's regional offices located at Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511 and 7 World Trade Center, Suite
1300, New York, New York 10048. You may obtain information on the operation of
the public reference room by calling the SEC at 1-800-SEC-0330. Our SEC filings
are also available to you free of charge at the SEC's website at www.sec.gov.
Stock Market. Our common stock is traded on the Nasdaq National Market.
Material filed by us can be inspected at the offices of the National Association
of Securities Dealers, Inc., Reports Section, 1735 K Street, N.W., Washington,
D.C. 20006.
Information Incorporated by Reference. The SEC allows us to "incorporate by
reference" the information we file with them in other documents, which means
that we can disclose important information to you by referring you to those
documents. The information incorporated by reference is considered to be part
of this prospectus, and information that we file later with the SEC will
automatically update and supersede previously filed information, including
information contained in this document.
We incorporate by reference the documents listed below and any future
filings we will make with the SEC under Sections 13(a), 13(c), 14 and 15(d) of
the Securities Exchange Act of 1934 until this offering has been completed:
7
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. our Annual Report on Form 10-K for the fiscal year ended December 31,
1999;
. our Registration Statement on Form S-3 effective March 3, 2000;
. our Current Report on Form 8-K filed January 13, 2000;
. the description of our common stock contained in our Registration
Statement on Form 8-A effective February 17, 1994; and
. the description of our preferred share purchase rights contained in our
Registration Statement on Form 8-A filed January 19, 1999, as amended by
a filing on June 15, 1999.
You may request a copy of these filings at no cost by writing or
telephoning Natural MicroSystems Corporation, 100 Crossing Boulevard,
Framingham, Massachusetts 01702, Attention: Investor Relations, Telephone: (508)
620-9300.
RISK FACTORS
If you purchase shares of our common stock, you will take on financial
risk. In deciding whether to invest, you should carefully consider the risk
factors contained in our SEC filings and the other information to which we have
referred you.
MATERIAL CHANGES
Pursuant to our Registration Statement on Form S-3 effective March 3, 2000,
on March 8, 2000 we closed an offering of 3,450,000 of our common shares for
net proceeds to us of approximately $175,346,250.00 before expenses.
8
<PAGE>
================================================================================
ALL DEALERS THAT EFFECT TRANSACTIONS IN THESE SECURITIES, WHETHER OR NOT
PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO DELIVER A PROSPECTUS.
THIS IS IN ADDITION TO THE DEALERS' OBLIGATION TO DELIVER A PROSPECTUS WHEN
ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR
SUBSCRIPTIONS.
================================================================================
================================================================================
490,000 SHARES
NATURAL
MICROSYSTEMS
CORPORATION
COMMON STOCK
PROSPECTUS
APRIL , 2000
--
================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The expenses relating to the registration of shares will be borne by the
registrant. Such expenses are estimated to be as follows:
Securities and Exchange Commission Registration Fee............ $ 9,459.45
Legal Fees and Expenses........................................ 7,500.00
Accountants' Fees and Expenses................................. 6,000.00
Total..................................................... $22,959.45
=========
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),
liabilities, 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.
II-1
<PAGE>
ITEM 16. EXHIBITS
The Exhibits to this registration statement are listed in the Index to
Exhibits on page II-4.
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes 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.
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 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-2
<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 on 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
April 10, 2000.
Natural MicroSystems Corporation
By: /s/ Robert E. Hult
------------------
Robert E. Hult
Senior Vice President of Finance and
Operations, Chief Financial Officer
and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below as of April 10, 2000 by the
following persons in the capacities indicated.
Name Capacity
---- --------
/s/ Robert P. Schechter President, Chief Executive
----------------------- Officer and Chairman of the
Robert P. Schechter Board of Directors
(Principal Executive Officer)
/s/ Robert E. Hult Senior Vice President of Finance
------------------ and Operations, Chief Financial
Robert E. Hult Officer and Treasurer
(Principal Financial Officer)
/s/ Alex N. Braverman Vice President and
--------------------- Corporate Controller
Alex N. Braverman (Chief Accounting Officer)
/s/ Zenas W. Hutcheson, III Director
---------------------------
Zenas W. Hutcheson, III
/s/ W. Frank King, Ph.D. Director
------------------------
W. Frank King, Ph.D.
Director
----------------------
Pamela D. A. Reeve
/s/ Ronald W. White Director
-------------------
Ronald W. White
II-3
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number
- ------
5.1* Opinion of Choate, Hall & Stewart as to validity of shares being
registered and Consent.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2* Consent of Choate, Hall & Stewart (included in Exhibit 5.1).
24.1* Power of Attorney (included in page II-4).
- --------------------
*Previously filed.
II-4
<PAGE>
Exhibit 23.1
------------
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
Natural MicroSystems Corporation
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 (file no. 333-33938) of our report dated January 24, 2000
relating to the financial statements, which appears in Natural MicroSystems
Corporation's Annual Report on Form 10-K for the year ended December 31, 1999.
We also consent to the incorporation by reference in such Registration Statement
of our report dated January 24, 2000 relating to the financial statement
schedule, which appears in Natural MicroSystems Corporation's Annual Report on
Form 10-K for the year ended December 31, 1999.
PRICEWATERHOUSECOOPERS LLP
Boston, Massachusetts
April 11, 2000
