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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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REGISTRATION STATEMENT
ON FORM S-8
Under
THE SECURITIES ACT OF 1933
TELTONE CORPORATION
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(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
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(Address of Principal Executive Offices) (Zip Code)
TELTONE CORPORATION 1996 NONEMPLOYEE DIRECTORS STOCK OPTION PLAN
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(Full title of the plan)
Richard W. Soshea
22121 -- 20th Avenue S.E.
Bothell, Washington 98021-4408
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(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:
Gary J. Kocher
Preston Gates & Ellis LLP
5000 Columbia Center
701 Fifth Avenue
Seattle, Washington 98104-7078
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Title of each class of Proposed maximum Proposed maximum
securities to be Amount to be registered offering price per aggregate offering Amount of registration
registered share* price* fee
- ---------------------- ----------------------- ------------------ ------------------ --------------------
<S> <C> <C> <C> <C>
Common stock 320,000 shares $.375 $120,000 $100**
no par value --------------- ----- -------- ------
</TABLE>
*Based on the average of the bid and asked price on April 30, 1997 as
reported on the NASD Bulletin Board System, exclusively used to calculate the
registration fee pursuant to Rule 457(c).
**Pursuant to Rule 111, the minimum filing fee of $100 is being paid in
connection with the filing of this registration statement.
The Index to Exhibits is located at Page 6.
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PART II
INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have heretofore been filed by the
registrant with the Securities and Exchange Commission, are incorporated by
reference herein and shall be deemed to be part hereof:
(i) Annual Report of Teltone Corporation on Form 10-KSB for the year
ended June 30, 1996.
(ii) Proxy Statement of Teltone Corporation dated September 30, 1996.
(iii) Quarterly Report of Teltone Corporation on Form 10-QSB for
the quarter ended September 30, 1996.
(iv) Quarterly Report of Teltone Corporation on Form 10-QSB for the
quarter ended December 31, 1996.
All documents subsequently filed by the registrant or the plan pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 prior
to the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining unsold
shall be deemed to be incorporated herein by reference and shall be deemed 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.
Legal matters in connection with the securities offered hereby were passed
upon by Preston Gates & Ellis LLP, Seattle, Washington. Lawyers in the firm
participating in the matter beneficially own, in the aggregate and individually,
none of the Company's common stock.
Item 6. Indemnification of Directors and Officers.
Article IX of the Articles of Incorporation of the Company require the
Company to indemnify any present or former officer or director to the fullest
extent not prohibited by the Washington Business Corporation Act.
Chapter 23B.8.510 and .570 of the Washington Business Corporation Act authorizes
a corporation to indemnify its officers and directors in terms sufficiently
broad to permit such indemnification under certain circumstances for liabilities
(including reimbursement for expenses incurred) arising under the Securities Act
of 1933.
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Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Exhibit Index.
Item 9. Undertakings.
A. RULE 415 OFFERING.
The undersigned registrant hereby undertakes:
1. 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
Securities Act of 1933;
(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 the 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 the
registration statement:
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the registration statement is on Form S-3 or
Form S-8, and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in the
registration statement.
2. That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
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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. FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE.
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.
C. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions of the registrant's certificate of
incorporation or by-laws 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 Securities Act of 1933 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 Securities Act of 1933 and will be governed by the
final adjudication of such issue.
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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 28th day of
April, 1997.
TELTONE CORPORATION
\s\ Richard W. Soshea
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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
- ----------------------- President and Chief Executive April 28, 1997
Richard W. Soshea Officer, Director
(Principal Executive Officer)
\s\ Jeff deCillia
- ----------------------- Vice President, Finance and April 28, 1997
Jeff deCillia Chief Financial Officer
(Principal Financial and Accounting
Officer)
\s\ Charles L. Anderson
- ----------------------- Director April 15, 1997
Charles L. Anderson
\s\ Charles P. Waite
- ----------------------- Director April 15, 1997
Charles P. Waite
\s\ Donald C. Wilson
- ----------------------- Director April 15, 1997
Donald C. Wilson
\s\ Paul Wythes
- ----------------------- Director April 15, 1997
Paul Wythes
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INDEX TO EXHIBITS
Exhibit Number Description Page
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3 Articles of Incorporation and Bylaws, as amended *
5 Opinion of Preston Gates & Ellis 7
23.1 Consent of Price Waterhouse LLP as Independent Auditors 8
23.2 Consent of Preston Gates & Ellis(included in Exhibit 5)
24 Power of Attorney 5
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* Incorporated herein by reference to the Corporation's Annual Report on Form
10-K for the fiscal year ended June 30, 1983, Commission file No. 0-11275.
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OPINION OF COUNSEL REGARDING LEGALITY AND CONSENT OF COUNSEL
[LETTERHEAD OF PRESTON GATES & ELLIS LLP]
May 1, 1997
Teltone Corporation
22121 - 20th Avenue S.E.
Bothell, Washington 98021-4408
Re: Teltone Corporation 1996 Non-Employee Director Stock Option Plan
Ladies and Gentlemen:
We have acted as counsel to Teltone Corporation (the "Company") in
connection with the registration with the Securities and Exchange Commission on
Form S-8 of shares of the Company's common stock, without par value (the
"Shares"), which will be issuable upon exercise of options granted under the
above-referenced plan (the "Plan"). In connection with that registration, we
have reviewed the proceedings of the Board of Directors of the Company relating
to the registration and proposed issuance of the Shares, the Articles of
Incorporation of the Company and all amendments thereto, the Bylaws of the
Company and all amendments thereto, and such other documents and matters as we
have deemed necessary to the rendering if the following opinion.
Based upon that review, it is our opinion that the Shares, when issued in
conformance with the terms and conditions of the Plan, will be legally issued,
fully paid, and nonassessable under the Washington Business Corporation Act.
We do not find it necessary for the purposes of this opinion to cover, and
accordingly we express no opinion as to, the application of the securities or
blue sky laws of the various states as to the issuance and sale of the Shares.
We consent to the use of this opinion in the registration statement filed
with the Securities and Exchange Commission in connection with the registration
of the Shares and to the reference to our firm under the heading "Interests of
Named Experts and Counsel" in the registration statement.
Very truly yours,
PRESTON GATES & ELLIS LLP
By \s\ Gary J. Kocher
Gary J. Kocher
cc: Peter Spratt
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Teltone Corporation of our report dated September 16,
1996 appearing on Page 12 of Teltone Corporation's Annual Report on Form 10-KSB
for the year ended June 30, 1996.
/s/ Price Waterhouse LLP
Seattle, Washington
April 29, 1997
