<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________________________
REGISTRATION STATEMENT
ON FORM S-8
Under
THE SECURITIES ACT OF 1933
TELTONE CORPORATION
_______________________________________________________
(Exact name of registrant as specified in its charter)
WASHINGTON 91-0839067
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
22121 - 20TH AVENUE S.E., BOTHELL, WASHINGTON 98021-4408
- ----------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
TELTONE CORPORATION 1992 STOCK OPTION PLAN
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(Full title of the plan)
Richard W. Soshea
22121 -- 20th Avenue S.E.
Bothell, Washington 98021-4408
- ----------------------------------------------------------------------------
(Name and address of agent for service)
(206) 487-1515
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(Telephone number, including area code, of agent for service)
Copies of all communications to:
Christopher H. Cunningham
Preston Gates & Ellis
5000 Columbia Center
701 Fifth Avenue
Seattle, Washington 98104-7078
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
Title of each class Proposed maximum Proposed maximum
of securities to be Amount to be offering price per aggregate offering Amount of
registered registered share* price* registration fee
- ------------------- -------------- ------------------ ------------------ -----------------
<S> <C> <C> <C> <C>
Common stock
no par value 300,000 shares $1.00 $300,000 $103.45
</TABLE>
*Based on the average of the bid and asked price on February 8,
1996 as reported on the NASD Bulletin Board System, exclusively used to
calculate the registration fee pursuant to Rule 457(c).
The Index to Exhibits is located at Page 5.
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The contents of the registration statement on Form S-8, filed by Teltone
Corporation on October 14, 1992, Number 33-53278, are incorporated by reference
into this registration statement.
2
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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 Bothell, State of Washington on the
7th day of February, 1996.
TELTONE CORPORATION
\s\ Richard W. Soshea
------------------------------------
By Richard W. Soshea
Its: PRESIDENT
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard W. Soshea, his or her
attorney-in-fact, for him or her in any and all capacities, to sign any
amendments to this Registration Statement, and to file the same, with
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorney-in-fact, or his substitute, may do or cause to be done by
virtue hereof.
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.
Name Title Date
- ---- ----- ----
/s/ Richard W. Soshea February 7, 1996
- ---------------------------
Richard W. Soshea
President and Chief Executive
Officer, Director (Principal
Executive Officer)
/s/ Debra L. Griffith February 7, 1996
- ---------------------------
Debra L. Griffith
Vice President, Finance and
Administration, Chief Financial
Officer (Principal Financial and
Accounting Officer)
/s/ Charles L. Anderson Director January 31, 1996
- ---------------------------
Charles L. Anderson
Director January __, 1996
- ---------------------------
Hubert Kertz
/s/ Charles P. Waite Director January 30, 1996
- ---------------------------
Charles P. Waite
3
<PAGE>
/s/ Donald C. Wilson Director January 27, 1996
- ---------------------------
Donald C. Wilson
/s/ Paul Wythes Director January 31, 1996
- ---------------------------
Paul Wythes
4
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INDEX TO EXHIBITS
Exhibit No. Description Page
- ----------- ----------- ----
23.1 Consent of Price Waterhouse LLP as Independent Auditors
24 Power of Attorney 3
5
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CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated August 14, 1995, which appears on
page 14 of the 1995 Annual Report to Shareholders of Teltone Corporation,
which is incorporated by reference in Teltone Corporation's Annual Report on
Form 10-KSB.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Seattle, Washington
February 8, 1996
