<PAGE>
As filed with the Securities and Exchange Commission on July 7, 2000
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
incorporation or organization) Identification 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)
_______________
2000 Equity Incentive Plan
1993 Non-Employee Directors 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)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of securities Amount to be maximum offering maximum aggregate Amount of
to be registered registered (1) price per share (2) offering price (2) registration fee
---------------- -------------- ------------------- ------------------ ----------------
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value 3,820,000 shares $92.875 $354,782,500 $93,663
</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
July 6, 2000.
<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 3,820,000 shares (the "Registered Shares") of Common Stock, $.01
par value, of Natural MicroSystems Corporation (the "Company").
Of the Registered Shares:
(i) 2,500,000 have been reserved for issuance under the Company's 2000
Equity Incentive Plan;
(ii) 1,000,000 have been reserved for issuance under the Company's 1995
Non-Statutory Stock Option Plan;
(iii) 20,000 have been reserved for issuance under the Company's 1993 Non-
Employee Directors Stock Option Plan; and
(iv) 300,000 have been reserved for issuance under the Company's 1993
Employee Stock Purchase Plan.
Certain shares issuable under the Company's described plans were registered
previously as follows:
Shares Registration
Plan Name Registered Statement
--------- ---------- ---------
1993 Stock Option Plan
380,000 33-76324
1,080,000 333-09135
440,000 333-57141
1995 Non-Statutory Stock Option Plan
400,000 333-09135
400,000 333-57141
1993 Non-Employee Directors Stock Option Plan 120,000 33-76324
1993 Employee Stock Purchase Plan
100,000 33-76324
100,000 333-09135
200,000 333-57141
All of the foregoing share amounts give effect to a 2-for-1 stock split of the
Common Stock effective on November 21, 1996.
<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, 1999
filed with the Securities and Exchange Commission (the "Commission") under
the Securities Exchange Act of 1934, as amended (the "Exchange Act");
(b) The Company's Form 10-Q for the quarter ended March 31, 2000
filed with the Commission under the Exchange Act;
(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; and
(d) The description of the Company's preferred share purchase rights
incorporated by reference in the Company's registration statement on Form
8-A (SEC File No. 0-23282) filed with the Commission on January 19, 1999,
as amended by a filing on June 15, 1999.
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.
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
II-1
<PAGE>
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 Non-Employee Directors Stock Option Plan (As
Amended and Restated Effective March 12, 1999).
10.2 Registrant's 1993 Employee Stock Purchase Plan (As Amended and
Restated Effective March 12, 1999).
10.3 Registrant's 1995 Non-Statutory Stock Option Plan (As Amended and
Restated March 12, 1999).
10.4 Registrant's 2000 Equity Incentive Plan.
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-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;
II-2
<PAGE>
(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 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.
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-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 30,
2000.
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 E. Hult and Dianne L. Callan,
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.
Name Capacity Date
---- -------- ----
/s/ Robert P. Schechter President, Chief Executive 6/30/00
Robert P. Schechter Officer and Director
(Principal Executive Officer)
/s/ Robert E. Hult Chief Financial Officer 6/30/00
Robert E. Hult (Principal Financial Officer)
/s/ Alex N. Braverman Controller 6/30/00
Alex N. Braverman (Principal Accounting Officer)
/s/ Ronald W. White Director 7/5/00
Ronald W. White
/s/ Zenas W. Hutcheson, III Director 7/5/00
Zenas W. Hutcheson, III
/s/ W. Frank King Director 7/5/00
W. Frank King
/s/ Pamela D. A. Reeve Director 7/5/00
Pamela D. A. Reeve
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 Non-Employee Directors Stock Option Plan
(As Amended and Restated Effective March 12, 1999).
10.2 Registrant's 1993 Employee Stock Purchase Plan (As Amended
and Restated Effective March 12, 1999).
10.3 Registrant's 1995 Non-Statutory Stock Option Plan (As
Amended and Restated March 12, 1999).
10.4 Registrant's 2000 Equity Incentive Plan.
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-5).
II-6
