<PAGE>
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
- -------------------------------------------------------------------------------
(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 1992 STOCK OPTION PLAN
(Full title of the plan)
Richard W. Soshea
22121 -- 20th Avenue S.E.
Bothell, Washington 98021-4408
(Name and address of agent for service)
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(206) 487-1515
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(Telephone number, including area code, of agent for service)
Copies of all communications to:
Jonathan J. Fisher
Preston Gates & Ellis
5000 Columbia Center
701 Fifth Avenue
Seattle, Washington 98104-7078
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
Title of each class of Proposed maximum Proposed maximum
securities to be Amount to be offering price per aggregate offering Amount of
registered(1) registered share(2) price(2) registration fee
- ---------------------- ------------ ------------------ ------------------ ----------------
<S> <C> <C> <C> <C>
Common stock
no par value 600,000 shares $3.1406 $1,884,360 $497.47
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933 (the
"Act"), this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan described
herein.
(2) Based on the average of the bid and asked price on March 1, 2000 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 4.
<PAGE>
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.
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 9th day of March,
2000.
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.
<TABLE>
<CAPTION>
Name Title Date
- ---- ----- ----
<S> <C> <C>
/s/ Richard W. Soshea President and Chief Executive March 9, 2000
- ------------------------------- Officer, Director
Richard W. Soshea (Principal Executive Officer)
/s/ Debra Griffith Vice President, Finance and March 9, 2000
- ------------------------------- Chief Financial Officer
Debra Griffith (Principal Financial and
Accounting Officer)
/s/ Charles L. Anderson Director March 9, 2000
- -------------------------------
Charles L. Anderson
/s/ Charles P. Waite Director March 9, 2000
- -------------------------------
Charles P. Waite
2
<PAGE>
/s/ Donald C. Wilson Director March 9, 2000
- -------------------------------
Donald C. Wilson
/s/ Paul Wythes Director March 9, 2000
- -------------------------------
Paul Wythes
/s/ Tracy Storer Director March 9, 2000
- -------------------------------
Tracy Storer
</TABLE>
3
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION PAGE
- -------------- ----------- ----
<S> <C> <C>
23.1 Consent of Pricewaterhouse Coopers LLP 5
23.2 Consent of Preston Gates & Ellis LLP 6
</TABLE>
4
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated July 23, 1999 relating to the
financial statements, which appear in Teltone Corporation's Annual Report on
Form 10-KSB for the year ended June 30, 1999.
/s/ Pricewaterhouse Coopers LLP
- ----------------------------------
Pricewaterhouse Coopers LLP
Seattle, Washington
February 29, 2000
5
<PAGE>
EXHIBIT 23.2
CONSENT OF COUNSEL
[LETTERHEAD OF PRESTON GATES & ELLIS LLP]
March 2, 2000
Teltone Corporation
22121 - 20th Avenue S.E.
Bothell, Washington 98021-4408
Ladies and Gentlemen:
We consent to the incorporation by reference of our opinion
which is attached as an exhibit to the Form S-8 filed by Teltone Corporation on
October 14, 1992, Number 33-53278, in the registration statement on Form S-8
filed with the Securities and Exchange Commission by Teltone Corporation of even
date herewith.
Very truly yours,
PRESTON GATES & ELLIS LLP
By /s/ Richard B. Dodd
-----------------------
Richard B. Dodd
6
