<PAGE> 1
As filed with the Securities and Exchange Commission on September 16, 1997
File No. 333-_________
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TELTREND INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 13-3476859
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
620 STETSON AVENUE
ST. CHARLES, ILLINOIS 60174-1700
(Address of Principal Executive Offices)
TELTREND INC. 1996 STOCK OPTION PLAN
(Full Title of the Plan)
DOUGLAS P. HOFFMEYER
VICE PRESIDENT, FINANCE, SECRETARY AND TREASURER
TELTREND INC.
620 STETSON AVENUE
ST. CHARLES, ILLINOIS 60174-1700
(Name and Address of Agent For Service)
TELEPHONE: (630) 377-1700
(Telephone Number, Including Area Code, of Agent For Service)
COPIES OF COMMUNICATIONS TO:
TIMOTHY R. DONOVAN, ESQ.
JENNER & BLOCK
ONE IBM PLAZA
CHICAGO, ILLINOIS 60611
(312) 222-9350
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================
Proposed Proposed
Maximum Maximum
Amount to Offering Aggregate Amount of
be Price Per Offering Registration
Title of Securities to be Registered Registered Share(*) Price(*) Fee(*)
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value per
share (including associated
preferred share purchase rights) 700,000 $16.0313 $11,221,875 $3,400.57
=================================================================================================
</TABLE>
(*) Calculated in accordance with Rule 457(c) under the Securities Act of 1933,
as amended (the "Act"), based on the average of the high and the low sales
prices of the shares quoted on the Nasdaq Stock Market on September 12,
1997.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Not required to be included herewith.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not required to be included herewith.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
This Registration Statement on Form S-8 relates to the registration of
shares of the common stock, $.01 par value per share (the "Common Stock"),
including the associated preferred share purchase rights, of Teltrend Inc. (the
"Company" or the "Registrant").
The following documents heretofore filed by the Company with the
Securities and Exchange Commission (the "Commission") are hereby incorporated
by reference into this Registration Statement and made a part hereof:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
July 27, 1996;
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
October 26, 1996;
(c) The Company's Current Reports on Form 8-K dated January 16, 1997
and April 18, 1997;
(d) The Company's Quarterly Report on Form 10-Q for the quarter ended
January 25, 1997;
(e) The Company's Quarterly Report on Form 10-Q for the quarter ended
April 26, 1997; and
(f) The descriptions of the Common Stock and associated
preferred share purchase rights contained in the Company's
Registration Statements on Form 8-A, originally filed with the
Commission on May 23, 1995 and January 27, 1997, respectively,
including any amendment or report filed for the purpose of updating
such description.
In addition, all documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), prior to the filing of a post-effective amendment
to this Registration Statement which indicates that all of the securities
registered hereunder have been issued or which deregisters all of such
securities 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.
Any statement, including financial statements, contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein, or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein,
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
-2-
<PAGE> 3
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Restated Certificate of Incorporation, as amended (the
"Restated Certificate of Incorporation"), provides that, pursuant to Delaware
law, no director of the Company shall be liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director.
This provision does not eliminate a director's fiduciary duty, and in
appropriate circumstances equitable remedies such as injunctive or other forms
of non-monetary relief will remain available under Delaware law. In addition,
this provision shall not limit or eliminate the liability of a director for:
(i) breach of the director's duty of loyalty to the Company or its
stockholders; (ii) acts or omissions not in good faith or which involve
intentional misconduct or knowing violations of law; (iii) any transaction from
which the director derived an improper personal benefit; and (iv) payment of
dividends or approval of stock repurchases or redemptions that are unlawful
under Delaware law. The provision also does not affect a director's
responsibilities under any other law, such as the federal securities laws.
Reference is made to Section 102(b)(7) of the General Corporation Law of the
State of Delaware (the "DGCL").
Reference is made to Section 145 of the DGCL which provides for
indemnification of directors and officers. The Company's Restated Certificate
of Incorporation and its Amended and Restated Bylaws (the "Bylaws") provide
that the Company will indemnify its directors and executive officers to the
fullest extent permitted by the DGCL as it currently exists or may thereafter
be amended. The Bylaws also provide that the Company has no obligation to
indemnify any director or executive officer of the Company for expenses or
payments of profits arising from the purchase and sale by any such person of
securities in violation of Section 16(b) of the Exchange Act. In addition, the
Company has entered into separate indemnification agreements with each of its
directors and executive officers which may require the Company, among other
things, to indemnify them against certain liabilities that may arise by reason
of their status or service as directors or executive officers and to advance
their expenses incurred as a result of any proceeding against them as to which
they could be indemnified.
The Company has in force an insurance policy which insures the officers
and directors of the Company against certain liabilities incurred by them in
the discharge of their functions as such officers and directors, within the
limits and subject to the limitations of the policy.
On June 8, 1995 and October 24, 1995, the Company entered into
underwriting agreements (the "Underwriting Agreements") with the underwriters
of the 1995 public offerings of the Company's Common Stock. Pursuant to the
Underwriting Agreement for each offering, the Company agreed to indemnify the
underwriters of such offering and such underwriters agreed to indemnify the
Company against certain liabilities, including liabilities under the Act. The
Underwriting Agreement for each offering also provides for indemnification of
directors, officers and controlling persons of the Company by the underwriters
of such offering against certain liabilities, including certain liabilities
under the Act.
The Company is party to a Registration Rights and Lock-Up Agreement,
dated as of April 10, 1995, with certain of its stockholders (the "Registration
Agreement"). Pursuant to the Registration Agreement, these stockholders have
certain rights to have specified shares of the Company's equity securities
registered under the Act. Each stockholder who is party to the Registration
Agreement has agreed to indemnify each director, officer and controlling person
of the Company against liabilities related to such stockholder's statements or
omissions in connection with any registration of such stockholder's shares
pursuant to the terms of the Registration Statement.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed as part of this Registration Statement.
-3-
<PAGE> 4
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF EXHIBITS
------- ------------------------------------------------------------------
<S> <C>
4.1 Specimen Common Stock Certificate of the Registrant (incorporated
by reference to the Registrant's Registration Statement on
Form S-1, originally filed with the Commission on April 11, 1995,
Registration No. 33-91104).
4.2 Articles Fourth, Seventh, Eighth, Tenth and Twelfth of the Restated
Certificate of Incorporation of the Registrant, as amended
(incorporated by reference to the Registrant's Quarterly Report on
Form 10-Q for the fiscal quarter ended April 29, 1995, File No.
0-26114).
4.3 Articles I, II (Sections 1 and 3), IV (Sections 1 through 6), V
(Section 3) and VI of the Amended and Restated Bylaws of the
Registrant (incorporated by reference to the Registrant's
Registration Statement on Form S-1, originally filed with the
Commission on April 11, 1995, Registration No. 33-91104).
4.4 Rights Agreement, dated January 16, 1997, between Teltrend Inc. and
LaSalle National Bank as Rights Agent (incorporated by reference to
the Registrant's Current Report on Form 8-K dated January 16,
1997).
4.5 Form of Rights Certificate (incorporated by reference to Exhibit
B to the Rights Agreement filed as Exhibit 4.4 herewith).
5.1 Opinion of Jenner & Block regarding validity of registered
securities.
15 None.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Jenner & Block (filed as part of Exhibit 5.1).
24.1 Powers of Attorney of the following directors of the Company:
Carl M. Mueller, Frank T. Cary, William R. Delk, Harry Crutcher,
III, Donald R. Hollis, Bernard F. Sergesketter and Susan B. Major.
99 Teltrend Inc. 1996 Stock Option Plan (incorporated by reference to
the Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended April 26, 1997, File No. 0-26114).
</TABLE>
ITEM 9. UNDERTAKINGS.
1. The undersigned Registrant hereby undertakes:
a. To file, during any period in which offers or sales are being made of
the securities registered hereby, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in this Registration Statement (notwithstanding the foregoing,
any increase or decrease in the volume of securities offered (if the
total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more
than 20 percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective registration statement);
-4-
<PAGE> 5
(iii) 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 this
Registration Statement;
provided, however, that paragraphs (i) and (ii) above do not apply if
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13 or
15(d) of the Exchange Act that are incorporated by reference in the
Registration Statement.
b. That, for the purpose of determining any liability under the Act,
each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
c. 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.
2. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in this
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.
3. The undersigned Registrant hereby undertakes that, insofar as
indemnification for liabilities arising under the Act may be permitted to
directors, officers and controlling persons of the Registrant pursuant to the
foregoing provisions, 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 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.
-5-
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of St. Charles, State of Illinois, on September 12,
1997.
TELTREND INC.
By /s/ Howard L. Kirby, Jr.
-----------------------------------
Howard L. Kirby, Jr., President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
--------- -------- ----
<S> <C> <C>
/s/ Howard L. Kirby, Jr. President and Chief September 12, 1997
- -------------------------- Executive Officer and
Howard L. Kirby, Jr. Director
(Principal Executive Officer)
/s/ Douglas P. Hoffmeyer Vice President, Finance, September 12, 1997
- -------------------------- Secretary and Treasurer
Douglas P. Hoffmeyer (Principal Financial Officer)
Carl M. Mueller, Frank T. Cary, Directors September 12, 1997
William R. Delk, Harry
Crutcher, III, Donald R. Hollis,
Bernard F. Sergesketter and
Susan B. Major
By: /s/ Douglas P. Hoffmeyer
- -------------------------------
Douglas P. Hoffmeyer
Attorney-in-Fact
</TABLE>
<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF EXHIBITS
------- ------------------------------------------------------------------
<S> <C>
4.1 Specimen Common Stock Certificate of the Registrant (incorporated
by reference to the Registrant's Registration Statement on
Form S-1, originally filed with the Commission on April 11, 1995,
Registration No. 33-91104).
4.2 Articles Fourth, Seventh, Eighth, Tenth and Twelfth of the Restated
Certificate of Incorporation of the Registrant, as amended
(incorporated by reference to the Registrant's Quarterly Report on
Form 10-Q for the fiscal quarter ended April 29, 1995, File No.
0-26114).
4.3 Articles I, II (Sections 1 and 3), IV (Sections 1 through 6), V
(Section 3) and VI of the Amended and Restated Bylaws of the
Registrant (incorporated by reference to the Registrant's
Registration Statement on Form S-1, originally filed with the
Commission on April 11, 1995, Registration No. 33-91104).
4.4 Rights Agreement, dated January 16, 1997, between Teltrend Inc. and
LaSalle National Bank as Rights Agent (incorporated by reference to
the Registrant's Current Report on Form 8-K dated January 16,
1997).
4.5 Form of Rights Certificate (incorporated by reference to Exhibit
B to the Rights Agreement filed as Exhibit 4.4 herewith).
5.1 Opinion of Jenner & Block regarding validity of registered
securities.
15 None.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Jenner & Block (filed as part of Exhibit 5.1).
24.1 Powers of Attorney of the following directors of the Company:
Carl M. Mueller, Frank T. Cary, William R. Delk, Harry Crutcher,
III, Donald R. Hollis, Bernard F. Sergesketter and Susan B. Major.
99 Teltrend Inc. 1996 Stock Option Plan (incorporated by reference to
the Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended April 26, 1997, File No. 0-26114).
</TABLE>
<PAGE> 1
September 16, 1997
Teltrend Inc.
620 Stetson Avenue
St. Charles, Illinois 60174-1700
Ladies and Gentlemen:
We acted as counsel to Teltrend Inc., a Delaware corporation (the
"Company"), in connection with the filing of the Registration Statement on Form
S-8 (the "Registration Statement"), relating to the registration under the
Securities Act of 1933, as amended (the "Act"), of up to 700,000 shares (the
"Shares") of the Company's Common Stock, $.01 par value per share (the "Common
Stock"), which are to be issued pursuant to the Teltrend Inc. 1996 Stock Option
Plan (the "Plan").
In arriving at this opinion, we have examined and relied upon originals or
copies, certified or otherwise identified to our satisfaction, of the
following:
1. The Registration Statement;
2. The Plan;
3. The Restated Certificate of Incorporation of the Company, as amended;
4. The Amended and Restated Bylaws of the Company;
5. Copies of certain corporate records of the Company;
6. Certificates of public officials, certificates of officers,
representatives and agents of the Company and resolutions of the Board of
Directors (the "Board"), Committees of the Board and stockholders of the
Company; and
7. Such other instruments, documents, statements and records of the
Company and others as we have deemed relevant and necessary to examine and rely
upon for the purpose of this opinion.
<PAGE> 2
We have assumed the genuineness of all signatures and the authenticity of
all documents submitted to us as originals, the conformity to original
documents of all the documents submitted to us as certified or photostatic
copies, and the authenticity of all such documents.
We assume that, prior to the sale of any Shares to which this Registration
Statement relates, appropriate action will be taken to register and qualify
such Shares for sale, to the extent necessary, under any applicable state or
foreign securities or other laws.
Based upon the foregoing and in reliance thereon, we are of the opinion
that the up to 700,000 Shares of Common Stock which are to be issued pursuant
to the Plan have been duly authorized by the Company and, when issued in
accordance with the terms of the Plan, will be validly issued, fully paid and
nonassessable by the Company.
The opinion contained in the preceding paragraph is based on the
assumption that, at the time such Shares of stock are issued, the Registration
Statement will then be effective.
This opinion is limited in all respects to the laws of the State of
Illinois, the General Corporation Law of the State of Delaware and the federal
laws of the United States of America and we express no opinion as to the law of
any other jurisdiction or the effect thereof. Our opinions are limited to the
specific issues addressed and are limited in all respects to laws and facts
existing on the date hereof. By rendering this opinion, we do not undertake to
advise you of any changes in such laws or facts which may occur after the date
hereof.
We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the
Registration Statement and to any and all references to our firm in the
Registration Statement. In giving this consent, we do not hereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Act or the rules and regulations of the Securities and Exchange Commission.
Sincerely yours,
/s/Jenner & Block
--------------------
Jenner & Block
<PAGE> 1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement on
Form S-8 pertaining to the Teltrend Inc. 1996 Stock Option Plan of our report
dated August 29, 1996 with respect to the financial statements of Teltrend Inc.
(the "Company") included in the Company's Annual Report on Form 10-K for the
year ended July 27, 1996, filed with the Securities and Exchange Commission.
Ernst & Young LLP
September 16, 1997
Chicago, Illinois
<PAGE> 1
TELTREND INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned in his(her) capacity
as a director of Teltrend Inc., hereby constitutes and appoints Howard L.
Kirby, Jr. and Douglas P. Hoffmeyer and each of them (with full power to each
of them to act alone), his true and lawful attorneys-in-fact and agents for him
and on his behalf and his name, place and stead, in any and all capacities, to
sign a Registration Statement on Form S-8 (the "Registration Statement") for
the registration of shares of Teltrend Inc. common stock, and any and all
amendments (including post-effective amendments) to the Registration Statement,
and any other documents in connection therewith, 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 necessary and proper to be done in and
about the premises in order to effectuate the same as fully to all intents and
confirms all that said attorneys-in-fact and agents or either of them, or their
substitute or substitutes, may or shall lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this instrument the
4th day of September, 1997.
/s/ Carl M. Mueller
------------------------
Carl M. Mueller
<PAGE> 2
TELTREND INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned in his(her) capacity
as a director of Teltrend Inc., hereby constitutes and appoints Howard L.
Kirby, Jr. and Douglas P. Hoffmeyer and each of them (with full power to each
of them to act alone), his true and lawful attorneys-in-fact and agents for him
and on his behalf and his name, place and stead, in any and all capacities, to
sign a Registration Statement on Form S-8 (the "Registration Statement") for
the registration of shares of Teltrend Inc. common stock, and any and all
amendments (including post-effective amendments) to the Registration Statement,
and any other documents in connection therewith, 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 necessary and proper to be done in and
about the premises in order to effectuate the same as fully to all intents and
confirms all that said attorneys-in-fact and agents or either of them, or their
substitute or substitutes, may or shall lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this instrument the
4th day of September, 1997.
/s/ Frank T. Cary
---------------------------
Frank T. Cary
<PAGE> 3
TELTREND INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned in his(her) capacity
as a director of Teltrend Inc., hereby constitutes and appoints Howard L.
Kirby, Jr. and Douglas P. Hoffmeyer and each of them (with full power to each
of them to act alone), his true and lawful attorneys-in-fact and agents for him
and on his behalf and his name, place and stead, in any and all capacities, to
sign a Registration Statement on Form S-8 (the "Registration Statement") for
the registration of shares of Teltrend Inc. common stock, and any and all
amendments (including post-effective amendments) to the Registration Statement,
and any other documents in connection therewith, 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 necessary and proper to be done in and
about the premises in order to effectuate the same as fully to all intents and
confirms all that said attorneys-in-fact and agents or either of them, or their
substitute or substitutes, may or shall lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this instrument the
4th day of September, 1997.
/s/ William R. Delk
---------------------------
William R. Delk
<PAGE> 4
TELTREND INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned in his(her) capacity
as a director of Teltrend Inc., hereby constitutes and appoints Howard L.
Kirby, Jr. and Douglas P. Hoffmeyer and each of them (with full power to each
of them to act alone), his true and lawful attorneys-in-fact and agents for him
and on his behalf and his name, place and stead, in any and all capacities, to
sign a Registration Statement on Form S-8 (the "Registration Statement") for
the registration of shares of Teltrend Inc. common stock, and any and all
amendments (including post-effective amendments) to the Registration Statement,
and any other documents in connection therewith, 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 necessary and proper to be done in and
about the premises in order to effectuate the same as fully to all intents and
confirms all that said attorneys-in-fact and agents or either of them, or their
substitute or substitutes, may or shall lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this instrument the
3rd day of September, 1997.
/s/ Harry Crutcher, III
---------------------------
Harry Crutcher, III
<PAGE> 5
TELTREND INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned in his(her) capacity
as a director of Teltrend Inc., hereby constitutes and appoints Howard L.
Kirby, Jr. and Douglas P. Hoffmeyer and each of them (with full power to each
of them to act alone), his true and lawful attorneys-in-fact and agents for him
and on his behalf and his name, place and stead, in any and all capacities, to
sign a Registration Statement on Form S-8 (the "Registration Statement") for
the registration of shares of Teltrend Inc. common stock, and any and all
amendments (including post-effective amendments) to the Registration Statement,
and any other documents in connection therewith, 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 necessary and proper to be done in and
about the premises in order to effectuate the same as fully to all intents and
confirms all that said attorneys-in-fact and agents or either of them, or their
substitute or substitutes, may or shall lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this instrument the
4th day of September, 1997.
/s/ Donald R. Hollis
---------------------------
Donald R. Hollis
<PAGE> 6
TELTREND INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned in his(her) capacity
as a director of Teltrend Inc., hereby constitutes and appoints Howard L.
Kirby, Jr. and Douglas P. Hoffmeyer and each of them (with full power to each
of them to act alone), his true and lawful attorneys-in-fact and agents for him
and on his behalf and his name, place and stead, in any and all capacities, to
sign a Registration Statement on Form S-8 (the "Registration Statement") for
the registration of shares of Teltrend Inc. common stock, and any and all
amendments (including post-effective amendments) to the Registration Statement,
and any other documents in connection therewith, 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 necessary and proper to be done in and
about the premises in order to effectuate the same as fully to all intents and
confirms all that said attorneys-in-fact and agents or either of them, or their
substitute or substitutes, may or shall lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this instrument the
4th day of September, 1997.
/s/ Bernard F. Sergesketter
---------------------------
Bernard F. Sergesketter
<PAGE> 7
TELTREND INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned in his(her) capacity
as a director of Teltrend Inc., hereby constitutes and appoints Howard L.
Kirby, Jr. and Douglas P. Hoffmeyer and each of them (with full power to each
of them to act alone), his true and lawful attorneys-in-fact and agents for him
and on his behalf and his name, place and stead, in any and all capacities, to
sign a Registration Statement on Form S-8 (the "Registration Statement") for
the registration of shares of Teltrend Inc. common stock, and any and all
amendments (including post-effective amendments) to the Registration Statement,
and any other documents in connection therewith, 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 necessary and proper to be done in and
about the premises in order to effectuate the same as fully to all intents and
confirms all that said attorneys-in-fact and agents or either of them, or their
substitute or substitutes, may or shall lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this instrument the
4th day of September, 1997.
/s/ Susan B. Major
---------------------------
Susan B. Major
