<PAGE> 1
As filed with the Securities and Exchange Commission on March 3, 1998
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
(State or Other
Jurisdiction of 13-3476859
Incorporation or (I.R.S. Employer
Organization) Identification No.)
620 STETSON AVENUE
ST. CHARLES, ILLINOIS 60174-1700
(Address of Principal Executive Offices)(Zip Code)
TELTREND INC. 1997 NON-EMPLOYEE DIRECTOR 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 Maximum Proposed Maximum
Amount to be Offering Price Per Aggregate Offering Amount of
Title of Securities to be Registered Registered(*) Share(**) Price(**) Registration Fee
==================================================================================================================================
<S> <C> <C> <C> <C>
Common Stock, $.01 par value per
share (including associated
preferred share purchase rights) 250,000 $13.185 $3,296,125 $972.36
==================================================================================================================================
</TABLE>
PART I
(*) Pursuant to Rule 416 of the Securities Act of 1933, as amended (the "Act"),
this Registration Statement also covers such additional securities as may
become issuable under the Plan through the operation of its anti-dilution
provisions.
(**)Calculated in accordance with Rule 457(c) under the Act, based on the
average of the high and the low sales prices of the shares quoted on the
Nasdaq Stock Market on February 27, 1998 and in accordance with Rule 457(h)
under the Act, based on the exercise price of the options.
<PAGE> 2
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 26, 1997;
(b) The Company's Quarterly Report on Form 10-Q for the quarter
ended October 25, 1997;
(c) The Company's Current Report on Form 8-K dated September
18, 1997 and its Current Report on Form 8-K/A dated September 18,
1997; and
(d) 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 28, 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.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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<PAGE> 3
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.
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 Agreement.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed as part of this Registration
Statement.
<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 Report on Form 10-K
for the fiscal year ended July 26, 1997, File No. 0-26114).
</TABLE>
-3-
<PAGE> 4
<TABLE>
<S> <C>
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 Baker Tilly, Chartered Accountants.
23.3 Consent of Jenner & Block (filed as part of Exhibit 5.1).
24.1 Powers of Attorney of the following directors of the Company: Frank
T. Cary, William R. Delk, Harry Crutcher, III, Donald R. Hollis,
Bernard F. Sergesketter and Susan B. Major.
99 Teltrend Inc. 1997 Non-Employee Director Stock Option Plan
(incorporated by reference to the Registrant's Proxy Statement on
Schedule 14A filed with the Commission on October 31, 1997, File
No. 0-26114).
</TABLE>
ITEM 9. UNDERTAKINGS.
1. SUBSEQUENT DISCLOSURE.
The Registrant hereby undertakes:
a. To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any 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 end 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.);
(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
-4-
<PAGE> 5
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. INCORPORATION BY REFERENCE.
The 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 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. COMMISSION POSITION ON INDEMNIFICATION.
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 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 this 3rd day of
March, 1998.
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 Executive
Howard L. Kirby, Jr. Officer and Director
(Principal Executive Officer) March 3, 1998
/s/ Douglas P. Hoffmeyer Vice President, Finance,
- ------------------------ Secretary and Treasurer
Douglas P. Hoffmeyer (Principal Financial Officer) March 3, 1998
/s/ Theodor A. Maxeiner Assistant Vice President, Finance,
- ------------------------ (Principal Accounting Officer) March 3, 1998
Theodor A. Maxeiner
Frank T. Cary, William R. Delk, Directors March 3, 1998
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>
-6-
<PAGE> 7
EXHIBIT INDEX
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 Report on Form 10-K
for the fiscal year ended July 26, 1997, 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 Baker Tilly, Chartered Accountants.
23.3 Consent of Jenner & Block (filed as part of Exhibit 5.1).
24.1 Powers of Attorney of the following directors of the Company: Frank
T. Cary, William R. Delk, Harry Crutcher, III, Donald R. Hollis,
Bernard F. Sergesketter and Susan B. Major.
99 Teltrend Inc. 1997 Non-Employee Director Stock Option Plan
(incorporated by reference to the Registrant's Proxy Statement on
Schedule 14A filed with the Commission on October 31, 1997, File
No. 0-26114).
<PAGE> 1
EXHIBIT 5.1
March 3, 1998
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 250,000 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. 1997 Non-Employee
Director 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
March 3, 1998
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 250,000 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
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement on
Form S-8 pertaining to the Teltrend Inc. 1997 Non-Employee Director Stock
Option Plan of our report dated August 25, 1997 with respect to the financial
statements of Teltrend Inc. included in its Annual Report on Form 10-K for the
year ended July 26, 1997, filed with the Securities and Exchange Commission.
Ernst & Young LLP
March 3, 1998
Chicago, Illinois
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement on
Form S-8 pertaining to the Teltrend Inc. 1997 Non-Employee Director Stock
Option Plan of our report dated September 18, 1997 with respect to the
consolidated financial statements of Securicor 3net Limited and Subsidiaries
included in Teltrend Inc.'s Current Report on Form 8-K/A (Amendment No. 1)
dated September 18, 1997, and to all references to our firm contained herein.
BAKER TILLY
Chartered Accountants
February 27, 1998
London, England
<PAGE> 1
EXHIBIT 24.1
TELTREND INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned in his 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 up to 250,000 shares of Teltrend Inc. common stock (including
the associated preferred share purchase rights) issuable pursuant to the
Teltrend Inc. 1997 Non-Employee Director Stock Option Plan, 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 25th
day of February, 1998.
/s/ Frank T. Cary
-------------------------
Frank T. Cary
<PAGE> 2
TELTREND INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned in his 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 up to 250,000 shares of Teltrend Inc. common stock (including
the associated preferred share purchase rights) issuable pursuant to the
Teltrend Inc. 1997 Non-Employee Director Stock Option Plan, 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 28th
day of February, 1998.
/s/ William R. Delk
------------------------
William R. Delk
<PAGE> 3
TELTREND INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned in his 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 up to 250,000 shares of Teltrend Inc. common stock (including
the associated preferred share purchase rights) issuable pursuant to the
Teltrend Inc. 1997 Non-Employee Director Stock Option Plan, 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 26th
day of February, 1998.
/s/ Harry Crutcher, III
----------------------------
Harry Crutcher, III
<PAGE> 4
TELTREND INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned in his 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 up to 250,000 shares of Teltrend Inc. common stock (including
the associated preferred share purchase rights) issuable pursuant to the
Teltrend Inc. 1997 Non-Employee Director Stock Option Plan, 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 24th
day of February, 1998.
/s/ Donald R. Hollis
------------------------
Donald R. Hollis
<PAGE> 5
TELTREND INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned in his 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 up to 250,000 shares of Teltrend Inc. common stock (including
the associated preferred share purchase rights) issuable pursuant to the
Teltrend Inc. 1997 Non-Employee Director Stock Option Plan, 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 25th
day of February, 1998.
/s/ Bernard F. Sergesketter
-------------------------------
Bernard F. Sergesketter
<PAGE> 6
TELTREND INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned in 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), her true and lawful attorneys-in-fact and agents for her and on her
behalf and her 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 up to 250,000 shares of Teltrend Inc. common stock (including
the associated preferred share purchase rights) issuable pursuant to the
Teltrend Inc. 1997 Non-Employee Director Stock Option Plan, 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 24th
day of February, 1998.
/s/ Susan B. Major
------------------------
Susan B. Major
