-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, I0+bDusvwl6ySgzM7t5DMk+Sp0TXpXKlS5547XGXztmrPe14WXehNDR4SrVtqKJw NlDwnrVhHio18ul/X3pOjg== 0000950135-99-004686.txt : 19991018 0000950135-99-004686.hdr.sgml : 19991018 ACCESSION NUMBER: 0000950135-99-004686 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19991012 EFFECTIVENESS DATE: 19991012 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BROOKTROUT TECHNOLOGY INC CENTRAL INDEX KEY: 0000754516 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 042814792 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-88803 FILM NUMBER: 99726857 BUSINESS ADDRESS: STREET 1: 410 FIRST AVE CITY: NEEDHAM STATE: MA ZIP: 02494 BUSINESS PHONE: 7814494100 MAIL ADDRESS: STREET 1: 410 FIRST CITY: NEEDHAM STATE: MA ZIP: 02494 S-8 1 BROOKTROUT, INC. 1 As filed with the Securities and Exchange Commission on October 12, 1999 Registration Statement No. 333-_________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------------ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------------------ BROOKTROUT, INC. (Exact Name of Registrant as Specified in Its Charter) MASSACHUSETTS 04-2184792 (State of Organization) (I.R.S. Employer Identification No.) 410 FIRST AVENUE NEEDHAM, MASSACHUSETTS 02494 (Address of Principal Executive Offices) BROOKTROUT, INC. 1992 STOCK INCENTIVE PLAN, AS AMENDED (Full Title of the Plans) ------------------------------------ ERIC R. GILER President Brooktrout, Inc. 410 First Avenue Needham, Massachusetts 02494 (781) 449-4100 (Name, Address and Telephone Number, including Area Code, of Agent for Service) ------------------------------------ With copy to: THOMAS P. STORER, P.C. GOODWIN, PROCTER & HOAR LLP Exchange Place Boston, Massachusetts 02109-2881 (617) 570-1000 ------------------------------------ CALCULATION OF REGISTRATION FEE
==================================================================================================================================== Title of Securities To Be Amount to be Proposed Maximum Proposed Maximum Amount of Registered Registered (1) Offering Price Per Share(2) Aggregate Offering Price Registration Fee - ------------------------------------------------------------------------------------------------------------------------------------ Common Stock, 300,000 shares $12.03 $3,609,000 $1,004 $.01 par value ====================================================================================================================================
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the "Securities Act"), this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plans described herein. (2) This estimate is made pursuant to Rule 457(c) and (h) under the Securities Act solely for the purposes of determining the amount of the registration fee. The registration fee is based upon the average of the high and low prices for the Registrant's Common Stock, par value $.01 per share, as reported on the NASDAQ National Market on October 11, 1999. ================================================================================ 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Pursuant to Instruction E of Form S-8, Brooktrout, Inc. (the "Registrant") hereby incorporates by reference the Registration Statements on Form S-8 dated December 10, 1992 as filed with the Commission on December 17, 1992, File No. 33-55900 and dated September 4, 1998 as filed with the Commission on September 4, 1998, File No. 333-62959. ITEM 8. EXHIBITS. The following is a complete list of exhibits filed or incorporated by reference as part of this registration statement. Exhibits 4.1 Brooktrout, Inc. 1992 Stock Incentive Plan, as amended, previously filed as Exhibit 10.1 to Brooktrout, Inc.'s Registration Statement on Form S-8 filed with the Commission on September 19, 1996, File No. 333-12313 4.2 Second Amendment to Brooktrout, Inc. 1992 Stock Incentive Plan previously filed as Exhibit 4.2 to Brooktrout, Inc.'s Registration Statement on Form S-8 filed with the Commission on September 4, 1998, File No.333-62959 4.3 Third Amendment to Brooktrout, Inc. 1992 Stock Incentive Plan 5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the securities being registered 23.1 Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1) 23.2 Consent of Deloitte & Touche LLP, Independent Auditors 24.1 Powers of Attorney (included on signature page to this registration statement) 2 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Brooktrout, Inc. 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 Needham, Commonwealth of Massachusetts on this 12th day of October, 1999. Brooktrout, Inc. By: /s/ Eric R. Giler ---------------------------------------- Eric R. Giler President POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints each of Eric R. Giler, David W. Duehren and Robert C. Leahy, and each of them acting singly, such person's true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully 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 below by the following persons in the capacities and on the date indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ Eric R. Giler President and Director October 12, 1999 - ------------------------------ (Principal Executive Officer) Eric R. Giler /s/ David W. Duehren Vice President of Research and October 12, 1999 - ------------------------------ Development, Clerk and Director David W. Duehren /s/ Robert C. Leahy Vice President of Finance and Operations, October 12, 1999 - ------------------------------ and Treasurer (Principal Financial and Robert C. Leahy Accounting Officer) /s/ Patrick T. Hynes Vice President of Advanced Product October 12, 1999 - ------------------------------ Engineering and Director Patrick T. Hynes /s/ Robert G. Barrett Director October 12, 1999 - ------------------------------ Robert G. Barrett /s/ David L. Chapman Director October 12, 1999 - ------------------------------ David L. Chapman - ------------------------------ Director October __, 1999 W. Brooke Tunstall
3 4 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 4.3 Third Amendment to Brooktrout, Inc. 1992 Stock Incentive Plan 5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the securities being registered 23.1 Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1) 23.2 Consent of Deloitte & Touche LLP 24.1 Powers of Attorney (included on signature pages to this Registration Statement) 4 EX-4.3 2 THIRD AMENDMENT TO 1992 STOCK INCENTIVE PLAN 1 EXHIBIT 4.3 THIRD AMENDMENT TO BROOKTROUT, INC. 1992 STOCK INCENTIVE PLAN This Third Amendment (the "Third Amendment") to the Brooktrout, Inc. ("Brooktrout" or the "Company") 1992 Stock Incentive Plan, dated August 17, 1992, as amended (the "Plan"), was adopted by the Board of Directors (the "Board") of the Company on March 17, 1999. WHEREAS, the Board believes that the availability of an adequate number of shares of common stock, $.01 par value per share (the "Stock"), under the Plan has been, and in the future will be, an important factor in attracting and retaining the highest caliber directors, executives and employees of the Company; WHEREAS, the Board further believes that the number of shares of Stock, available for issuance under the Plan is currently insufficient; WHEREAS, the Board adopted, subject to stockholder approval, an increase of three hundred thousand (300,000) shares of Stock available for issuance under the Plan; and WHEREAS, on May 13, 1999, the stockholders of the Company approved the Amendment at the annual meeting of stockholders; NOW, THEREFORE, the Plan is hereby amended in the following manner: The first sentence of Section 3 clause (a) is amended to increase the maximum number of shares of Stock reserved and available for issuance under the Plan from three million one hundred and seventy-five thousand (3,175,000) to three million four hundred and seventy-five thousand (3,475,000). EX-5.1 3 OPINION OF GOODWIN, PROCTER & HOAR 1 EXHIBIT 5.1 GOODWIN, PROCTER & HOAR LLP COUNSELLORS AT LAW EXCHANGE PLACE BOSTON, MASSACHUSETTS 02109-2881 October 12, 1999 Brooktrout, Inc. 410 First Avenue Needham, Massachusetts 02494 Attn: Eric R. Giler Re: Brooktrout, Inc. 1992 Stock Incentive Plan, as amended ------------------------------------------------------ Ladies and Gentlemen: This opinion is delivered in our capacity as counsel to Brooktrout, Inc. (the "Company") in connection with the preparation and filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), of a Registration Statement on Form S-8 (the "Registration Statement") relating to 300,000 shares of the Company's common stock, par value $.01 per share (the "Registered Shares"), which may be issued pursuant to the Brooktrout, Inc. 1992 Stock Incentive Plan, as amended (the "Plan"). As counsel for the Company, we have examined copies of the Plan, the Registration Statement, and the Company's Restated Articles of Organization, as amended, and Amended and Restated Bylaws, each as presently in effect, such records of the corporate proceedings of the Company as deemed to be material and such other certificates, receipts, records, and other documents as we have deemed necessary or appropriate for the purposes of this opinion. We are attorneys admitted to practice in the Commonwealth of Massachusetts. We express no opinion concerning the laws of any jurisdictions other than the laws of the United States of America and the Commonwealth of Massachusetts, and also express no opinion with respect to the blue sky or securities laws of any state, including Massachusetts. Based on the foregoing, we are of the opinion that, when the Registered Shares are sold and paid for pursuant to the terms of the Plan, the Registered Shares will be duly authorized, validly issued, fully paid and non-assessable by the Company under the Business Corporation Law of The Commonwealth of Massachusetts. The foregoing assumes that all requisite steps will be taken to comply with the requirements of the Securities Act and applicable requirements of state laws regulating the offer and sale of securities. 2 We hereby consent to being named as counsel to the Company in the Registration Statement and to the inclusion of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Goodwin, Procter & Hoar LLP GOODWIN, PROCTER & HOAR LLP EX-23.2 4 CONSENT OF DELOITTE & TOUCHE 1 EXHIBIT 23.2 INDEPENDENT AUDITORS' CONSENT As independent auditors, we hereby consent to the incorporation by reference in this Registration Statement of Brooktrout, Inc. (the "Registrant") on Form S-8 of our report dated February 10, 1999 appearing in the Annual Report on Form 10-K of the Registrant for the year ended December 31, 1998. /s/ DELOITTE & TOUCHE LLP Deloitte & Touche LLP Boston, Massachusetts October 12, 1999 -----END PRIVACY-ENHANCED MESSAGE-----