# **UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

# **FORM 10-K/A**

**(AMENDMENT NO. 1)**

 

**FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO**

**SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACTOF 1934**

 

**(Mark one)**
| **ý** | ** ** | **ANNUAL REPORT PURSUANT TO SECTION 13  OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |
|------------|------------|------------------------------------------------------------------------------------------------|

 

**For thefiscal year ended December 31, 2004**

 

**OR**

 
| **o** | ** ** | **TRANSITION REPORT PURSUANT TO  SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |
|-------|------------|----------------------------------------------------------------------------------------------------|

 

**For the transition period from                   to                   .**

 

**Commission File No.: 000-20698**

 

**BROOKTROUT, INC.**

(Exact Name of Registrant as Specified in Its Charter)

 
| **MASSACHUSETTS**                  | ** ** | **04-2814792**          |
|------------------------------------|------------|-------------------------|
| (State  or Other Jurisdiction      |       | (IRS  Employer          |
| of  Incorporation or Organization) |       | Identification  Number) |

 

**250 FIRST AVENUE, NEEDHAM, MASSACHUSETTS 02494**

(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s Telephone Number, Including Area Code: **(781) 449-4100**

 

Securities Registered Pursuant to Section 12(b) of the Act: **None**

 

Securities Registered Pursuant to Section 12(g) of the Act:

 
| **Common  Stock** | ** ** | **Preferred  Stock Purchase Rights** |
|-------------------|------------|--------------------------------------|
| (title of class)  |       | (title of class)                     |

 

Indicateby check mark whether the registrant: (1) has filed all reports required to befiled by Section 13 or 15(d) of the Securities and Exchange Act of 1934 duringthe preceding 12 months (or for other such shorter period that the registrantwas required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.  Yes  ý     No  o

 

Indicateby check mark if disclosure of delinquent filers pursuant to Item 405 ofRegulation S-K is not contained herein, and will not be contained, to the bestof the registrant’s knowledge, in definitive proxy or information statementsincorporated by reference in Part III of this Form 10-K/A or any amendment tothis Form 10-K/A. o

 

Indicateby check mark whether the registrant is an accelerated filer (as defined inExchange Act Rule 12b-2).  Yes ý  No     o

 

OnJune 30, 2004 (the last business day of the registrant’s most recentlycompleted second fiscal quarter), the aggregate market value of the voting andnon-voting common equity held by nonaffiliates of the registrant wasapproximately $129.9 million, based on the last reported sales price of $10.82of the registrant’s common stock on the Nasdaq National Market. Shares ofvoting stock held by each officer and director have been excluded in that suchpersons may be deemed to be affiliates. 

 

Asof January 31, 2005, 12,788,229 shares of common stock, $0.01 par value pershare, were outstanding.

 

 

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**EXPLANATORY NOTE**

 

Brooktrout,Inc. (the “Company”) is filing this Amendment No. 1 to its Form 10-K for theyear ended December 31, 2004, filed with the Securities and Exchange Commissionon March 16, 2005, in accordance with the SEC’s Release No. 34-50754, “ExemptiveOrder on Management’s Report on Internal Control over Financial Reporting andRelated Auditor Report,” which provided a 45 day extension for certainregistrants to file management’s report on internal control over financialreporting, as required by Item 308(a) of Regulation S-K, and the relatedattestation report of the independent registered public accounting firm, asrequired by Item 308(b) of Regulation S-K. This Amendment No. 1 consists of:

 

•                  Amended and restated Item 9A, “Controls andProcedures,” to include Management’s Report on Internal Control over FinancialReporting and the Report of Independent Registered Public Accounting Firm;

 

•                  Revised Consent of Independent RegisteredPublic Accounting Firm as a result of the revisions described above; and

 

•                  Revised certifications pursuant to ExchangeAct Rules 13a-14(a) or 15d-14(a) as adopted pursuant to Section 302 of theSarbanes-Oxley Act of 2002.

 

Exceptfor the amendments described above, this Amendment No. 1 does not modify orupdate other disclosures in, or exhibits to, the Form 10-K filed with the SECon March 16, 2005.

 

1

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**Item 9A. Controls and Procedures**

 

(a)    Evaluation of disclosure controls and procedures.

 

Our management, with the participation of our chiefexecutive officer and chief financial officer, evaluated the effectiveness ofour disclosure controls and procedures (as defined in Rules 13a-15(e) and15d-15(e) under the Securities Exchange Act of 1934, as amended, or theExchange Act) as of December 31, 2004. In designing and evaluating ourdisclosure controls and procedures, our management recognizes that any controlsand procedures, no matter how well designed and operated, can provide only reasonableassurance of achieving their objectives, and our management necessarily appliedits judgment in evaluating the cost-benefit relationship of possible controlsand procedures. Based on this evaluation, our chief executive officer and chieffinancial officer concluded that, as of December 31, 2004, our disclosurecontrols and procedures were (1) designed to ensure that materialinformation relating to our company, including our consolidated subsidiaries,is made known to our chief executive officer and chief financial officer byothers within those entities, particularly during the period in which thisreport was being prepared and (2) effective, in that they providereasonable assurance that information required to be disclosed by us in the reportsthat we file or submit under the Exchange Act is recorded, processed,summarized and reported within the time periods specified in the SEC’s rulesand forms.

 

(b)    Evaluation of internal control overfinancial reporting.

 

**Management’s Report on Internal Control over FinancialReporting**

 

Themanagement of Brooktrout, Inc. (the “Company”) is responsible for establishingand maintaining adequate internal control over financial reporting, and forperforming an assessment of the effectiveness of internal control overfinancial reporting as of December 31, 2004. Under the supervision and with theparticipation of management, including the Company’s Chief Executive Officerand Chief Financial Officer, management assessed the effectiveness of theCompany’s internal control over financial reporting based on the criteria in *Internal Control—Integrated Framework*issued by the Committee of Sponsoring Organizations of the TreadwayCommission.  Based on this assessment,management believes that the Company’s internal control over financialreporting was effective as of December 31, 2004.

 

TheCompany’s internal control over financial reporting includes policies andprocedures that pertain to the maintenance of records that, in reasonabledetail, accurately and fairly reflect transactions and dispositions of assets;provide reasonable assurances that transactions are recorded as necessary topermit preparation of financial statements in accordance with accountingprinciples generally accepted in the United States of America, and thatreceipts and expenditures are being made only in accordance with authorizationsof our management and directors; and provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition, use or dispositionof our assets that could have a material effect on our financial statements.

 

Becauseof its inherent limitations, internal control over financial reporting may notprevent or detect misstatements. Projections of any evaluation of effectivenessto future periods are subject to risks that controls may become inadequatebecause of changes in conditions, or that the degree of compliance with thepolicies or procedures may deteriorate.

 

Management’s assessment of the effectiveness of theCompany’s internal control over financial reporting as of December 31, 2004 hasbeen attested to by Deloitte & Touche LLP, independent registered publicaccounting firm, as stated in their report which is included herein.

 

(c)    Changes in internal controls.

 

No significant change in our internal control overfinancial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under theExchange Act) occurred during the fiscal quarter ended December 31, 2004that has materially affected, or is reasonably likely to materially affect, ourinternal control over financial reporting.

 

2

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**Report of Independent Registered Public Accounting Firm**

 

Tothe Board of Directors and Stockholders of Brooktrout, Inc.:

 

We have audited management’s assessment, included inthe accompanying Management’s Report on Internal Control Over FinancialReporting, that Brooktrout, Inc. (the “Company”) maintained effective internalcontrol over financial reporting as of December 31, 2004, based on the criteriaestablished in *Internal Control—IntegratedFramework* issued by the Committee of Sponsoring Organizations of theTreadway Commission. The Company’s management is responsible for maintainingeffective internal control over financial reporting and for its assessment ofthe effectiveness of internal control over financial reporting. Ourresponsibility is to express an opinion on management’s assessment and anopinion on the effectiveness of the Company’s internal control over financialreporting based on our audit.

 

We conducted our audit inaccordance with the standards of the Public Company Accounting Oversight Board(United States). Those standards require that we plan and perform the audit toobtain reasonable assurance about whether effective internal control overfinancial reporting was maintained in all material respects. Our audit includedobtaining an understanding of internal control over financial reporting,evaluating management’s assessment, testing and evaluating the design andoperating effectiveness of internal control, and performing such otherprocedures as we considered necessary in the circumstances. We believe that ouraudit provides a reasonable basis for our opinions.

 

A company’s internal control over financialreporting is a process designed by, or under the supervision of, the company’sprincipal executive and principal financial officers, or persons performingsimilar functions, and effected by the company’s board of directors,management, and other personnel to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financial statementsfor external purposes in accordance with generally accepted accountingprinciples. A company’s internal control over financial reporting includesthose policies and procedures that (1) pertain to the maintenance of recordsthat, in reasonable detail, accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurancethat transactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles, andthat receipts and expenditures of the company are being made only in accordancewith authorizations of management and directors of the company; and (3) providereasonable assurance regarding prevention or timely detection of unauthorizedacquisition, use, or disposition of the company’s assets that could have amaterial effect on the financial statements.

 

Because of the inherent limitations of internalcontrol over financial reporting, including the possibility of collusion orimproper management override of controls, material misstatements due to errorof fraud may not be prevented or detected on a timely basis. Also, projectionsof any evaluation of the effectiveness of the internal control over financialreporting to future periods are subject to the risk that the controls maybecome inadequate because of changes in conditions, or that the degree ofcompliance with the policies or procedures may deteriorate.

 

In our opinion, management’s assessment that theCompany maintained effective internal control over financial reporting as ofDecember 31, 2004, is fairly stated, in all material respects, based on thecriteria established in *InternalControl—Integrated Framework* issued by the Committee of SponsoringOrganizations of the Treadway Commission. Also in our opinion, the Companymaintained, in all material respects, effective internal control over financialreporting as of December 31, 2004, based on the criteria established in *Internal Control—Integrated Framework*issued by the Committee of Sponsoring Organizations of the Treadway Commission.

 

We have also audited, inaccordance with the standards of the Public Company Accounting Oversight Board(United States), the consolidated balance sheets of the Company as of December31, 2004 and 2003, and the related consolidated statements of operations,comprehensive income (loss), stockholders’ equity, and cash flows for each ofthe three years in the period ended December 31, 2004, and our report datedMarch 14, 2005 expressed an unqualified opinion on those financial statements.

 
| /s/  Deloitte & Touche LLP |   |   |
|-------------------------------------|--------|--------|
| Boston,  Massachusetts              |   |
| April  29, 2005                     |   |

 

3

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**Item 15. Exhibits, Financial Statement Schedules, and Reportson Form 8-K**

 

(a)

 

(3)    Exhibits

 

Exhibitsfiled herewith or incorporated herein by reference are set forth in Item 15(c)below.

 

(c)    Exhibits

 

 Exhibits filed as part of this Annual Reporton Form 10-K/A are listed on the Exhibit Index following the signature pageshereto and are incorporated herein by reference.

 

4

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**SIGNATURES**

 

Pursuant to the requirementsof Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended,the registrant has duly caused this Annual Report on Form 10-K/A to besigned on its behalf by the undersigned, thereunto duly authorized, as of May2, 2005.

 
|   |   | BROOKTROUT, INC. |
|--------|--------|-----------------------|
|   | By:    | /s/ ERIC R. GILER     |
|   |   | Eric R. Giler         |
|   |   | *President*           |

 

Pursuant to the requirementsof the Securities Exchange Act of 1934, as amended, this Annual Report onForm 10-K/A has been signed by the following persons, on behalf of theregistrant and in the capacities and indicated, as of May 2, 2005.

 
| **Signatures**          | ** ** | **Title**                                                |
|-------------------------|------------|----------------------------------------------------------|
|                    |       |                                                     |
| /s/  ERIC R. GILER      |       |                                                     |
| Eric  R. Giler          |       | President  and Director (Principal Executive Officer)    |
|                    |       |                                                     |
|                    |       |                                                     |
| /s/  ROBERT C. LEAHY    |       |                                                     |
| Robert  C. Leahy        |       | Vice  President of Finance and Operations, and Treasurer |
|                    |       | (Principal  Financial and Accounting Officer)            |
|                    |       |                                                     |
| /s/  DAVID W. DUEHREN   |       |                                                     |
| David  W. Duehren       |       | Director                                                 |
|                    |       |                                                     |
|                    |       |                                                     |
| /s/  ROBERT G. BARRETT  |       |                                                     |
| Robert  G. Barrett      |       | Director                                                 |
|                    |       |                                                     |
|                    |       |                                                     |
| /s/  DAVID L. CHAPMAN   |       |                                                     |
| David  L. Chapman       |       | Director                                                 |
|                    |       |                                                     |
|                    |       |                                                     |
| /s/  W. BROOKE TUNSTALL |       |                                                     |
| W.  Brooke Tunstall     |       | Director                                                 |

 

5

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##### **EXHIBIT INDEX**

 
| **Exhibit********No.** | ** ** | **Title**                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|------------------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 2.1                    |       | Asset  Purchase Agreement by and among BTGP, Inc. and Brooktrout Technology Europe  Limited dated December 17, 1998 is hereby incorporated by reference from  Exhibit 2.1 to Current Report on Form 8-K filed with the SEC on December 29,  1998 (File No. 000-20698).                                                                                                                                                                            |
|                   |       |                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 2.2                    |       | Asset  Purchase Agreement by and among BTINH Operating Company, Inc. and Netaccess,  Inc. dated June 30, 1997 is hereby incorporated by reference from Exhibit 2.1  to Current Report on Form 8-K filed with the SEC on July 14, 1997 (File No.  000-20698).                                                                                                                                                                                      |
|                   |       |                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 3.1                    |       | Restated  Articles of Organization of Brooktrout, Inc. are hereby incorporated by  reference from Exhibit 3.1 to Annual Report on Form 10-K for the fiscal year  ended December 31, 1992 filed with the SEC on March 31, 1993 (File No. 000-20698).                                                                                                                                                                                               |
|                   |       |                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 3.2                    |       | Articles  of Amendment to the Restated Articles of Organization of Brooktrout, Inc. are  hereby incorporated by reference from Exhibit 3.2 to Annual Report on Form 10-K  for the fiscal year ended December 31, 1998 filed with the SEC on March 30,  1999 (File No. 000-20698).                                                                                                                                                                 |
|                   |       |                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 3.3                    |       | Articles  of Amendment to the Restated Articles of Organization of Brooktrout, Inc. are  hereby incorporated by reference from Exhibit 3.2 to Annual Report on Form 10-K  for the fiscal year ended December 31, 1999 filed with the SEC on March 30,  2000 (File No. 000-20698).                                                                                                                                                                 |
|                   |       |                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 3.4                    |       | Articles  of Amendment to the Restated Articles of Organization of Brooktrout, Inc. are  hereby incorporated by reference from Exhibit 3.3 to Amendment No. 2 to the  Quarterly Report on Form 10-Q/A for the fiscal quarter ended June 30, 2000  filed with the SEC on November 17, 2000 (File No. 000-20698).                                                                                                                                   |
|                   |       |                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 3.5                    |       | Articles  of Amendment to the Restated Articles of Organization of Brooktrout, Inc. are  hereby incorporated by reference from Exhibit 3.5 to the Quarterly Report on  Form 10-Q for the fiscal quarter ended June 30, 2004 filed with the SEC on  August 6, 2004 (File No. 000-20698).                                                                                                                                                           |
|                   |       |                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 3.6                    |       | Amended  and Restated By-laws of Brooktrout, Inc. are hereby incorporated by reference  from Exhibit 3.4 to Annual Report on Form 10-K for the fiscal year ended  December 31, 2001 filed with the SEC on March 25, 2002 (File No. 000-20698).                                                                                                                                                                                                    |
|                   |       |                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 4.1                    |       | Shareholder  Rights Agreement, dated as of September 9, 1998, between Brooktrout, Inc. and  State Street Bank and Trust Company, as Rights Agent is hereby incorporated  by reference from Exhibit 4.1 to Registration Statement on Form 8-A filed  with the SEC on September 14, 1998 (File No. 000-20698).                                                                                                                                      |
|                   |       |                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 4.2                    |       | Amendment  No. 1 to Shareholder Rights Agreement, dated as of March 1, 2002, between  Brooktrout, Inc., State Street Bank and Trust Company, as Rights Agent, and  EquiServe Trust Company, N.A. as successor Rights Agent, is hereby  incorporated by reference from Exhibit 4.2 to Annual Report on  Form 10-K for the fiscal year ended December 31, 2001 filed with  the SEC on March 25, 2002 (File No. 000-20698). |
|                   |       |                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.1                   |       | Lease  between Brooktrout, Inc. and Trustees of Needham 152 Second Avenue Trust  dated April 7, 1997 is hereby incorporated by reference from Exhibit 10.1 to  Annual Report on Form 10-K for the fiscal year ended December 31, 1997, as  filed with the SEC on March 30, 1998 (File No. 000-20698).                                                                                                                                             |
|                   |       |                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.2                   |       | Assignment  and Assumption of Lease between Brooktrout, Inc. and Lucent Technologies Inc.  dated December 17, 1998 is hereby incorporated by reference from Exhibit 10.3  to Annual Report on Form 10-K for the fiscal year ended December 31, 1998, as  filed with the SEC on March 30, 1999 (File No. 000-20698).                                                                                                                               |

 

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| 10.3   |   | Lease  between Brooktrout, Inc. and Pacific Gateway Properties, Inc., dated August  15, 1995, as amended is hereby incorporated by reference from  Exhibit 10.4 to Annual Report on Form 10-K for the fiscal year  ended December 31, 1998, as filed with the SEC on March 30, 1999  (File No. 000-20698).                                                                                               |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                         |
| *10.4  |   | Brooktrout,  Inc. Amended and Restated 1992 Stock Incentive Plan is hereby incorporated by  reference from Exhibit 10.5 to Annual Report on Form 10-K for the fiscal year  ended December 31, 2001 filed with the SEC on March 25, 2002 (File No. 000-20698).                                                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                         |
| *10.5  |   | Brooktrout,  Inc. Second Amended and Restated 1992 Stock Purchase Plan, dated January 1,  2001, as amended May 10, 2001 and May 14, 2003, is hereby incorporated by  reference from Exhibit 99 to Registration Statement on Form S-8 filed with  the SEC on December 10, 2003 (File No. 333-111066).                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                         |
| *10.6  |   | Brooktrout,  Inc. 1999 Stock Incentive Plan is hereby incorporated by reference from  Exhibit 4.1 to Registration Statement on Form S-8 filed with the  SEC on June 30, 2000 (File No. 333-40644).                                                                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                         |
| *10.7  |   | First  Amendment to Brooktrout, Inc. 1999 Stock Incentive Plan is hereby  incorporated by reference from Exhibit 4.2 to Registration Statement on  Form S-8 filed with the SEC on June 30, 2000 (File No. 333-40644).                                                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                         |
| *10.8  |   | Second  Amendment to Brooktrout, Inc. 1999 Stock Incentive Plan is hereby  incorporated by reference from Exhibit 4.6 to Registration Statement on Form  S-8 filed with the SEC on December 28, 2001 (File No. 333-76074).                                                                                                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                         |
| *10.9  |   | Brooktrout,  Inc. 2001 Stock Option and Incentive Plan is hereby incorporated by reference  from Exhibit 4.1 to Registration Statement on Form S-8 filed with the SEC on  December 28, 2001 (File No. 333-76074).                                                                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                         |
| *10.10 |   | Standard  form of Incentive Stock Option Agreement for Executive Officers pursuant to  the Brooktrout, Inc. 2001 Stock Option and Incentive Plan is hereby  incorporated by reference from Exhibit 10.1 to Current Report on Form 8- K  filed with the SEC on September 24, 2004 (File No. 000-20698).                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                         |
| *10.11 |   | Standard  form of Non-Employee Director Non-Qualified Stock Option Agreement pursuant  to the Brooktrout, Inc. Amended and Restated 1992 Stock Incentive Plan is  hereby incorporated by reference from Exhibit 10.2 to Current Report on Form  8-K filed with the SEC on September 24, 2004 (File No. 000-20698).                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                         |
| *10.12 |   | Form  of Non-Qualified Stock Option Agreement entered into by Brooktrout, Inc. and  various executive officers on September 24, 2004 pursuant to the Brooktrout,  Inc. Amended and Restated 1992 Stock Incentive Plan is hereby incorporated by  reference from Exhibit 10.1 to Quarterly Report on Form 10-Q for the fiscal  quarter ended September 30, 2004 filed with the SEC on November 9, 2004 (File  No. 000-20698). |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                         |
| *10.13 |   | Standard  form of Non-Employee Director Non-Qualified Stock Option Agreement pursuant  to the Brooktrout, Inc. 2001 Stock Option and Incentive Plan is hereby  incorporated by reference from Exhibit 10.13 to Annual Report on Form 10-K  for the fiscal year ended December 31, 2004 filed with the SEC on March 16,  2005 (File No. 000-20698).                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                         |
| *10.14 |   | 2004  Bonus Plan for Executive Officers is hereby incorporated by reference from  Exhibit 10.14 to Annual Report on Form 10-K for the fiscal year ended December  31, 2004 filed with the SEC on March 16, 2005 (File No. 000-20698).                                                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                         |
| *10.15 |   | 2005  Management Compensation Plan is hereby incorporated by reference from Exhibit  10.15 to Annual Report on Form 10-K for the fiscal year ended December 31,  2004 filed with the SEC on March 16, 2005 (File No. 000-20698).                                                                                                                                                                                             |

 

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| *10.16 |   | Executive  Retention Agreement, dated March 16, 2005, between Brooktrout, Inc.  and Ronald J. Bleakney is hereby incorporated by reference from Exhibit 10.16  to Annual Report on Form 10-K for the fiscal year ended December 31, 2004  filed with the SEC on March 16, 2005 (File No. 000-20698).                                                                              |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                        |
| *10.17 |   | Executive  Retention Agreement, dated March 16, 2005, between Brooktrout, Inc.  and David W. Duehren is hereby incorporated by reference from Exhibit 10.17  to Annual Report on Form 10-K for the fiscal year ended December 31, 2004  filed with the SEC on March 16, 2005 (File No. 000-20698).                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                        |
| *10.18 |   | Executive  Retention Agreement, dated March 16, 2005, between Brooktrout, Inc.  and Eric R. Giler is hereby incorporated by reference from Exhibit 10.18 to  Annual Report on Form 10-K for the fiscal year ended December 31, 2004 filed  with the SEC on March 16, 2005 (File No. 000-20698).                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                        |
| *10.19 |   | Executive  Retention Agreement, dated March 16, 2005, between Brooktrout, Inc.  and Robert C. Leahy is hereby incorporated by reference from Exhibit 10.19 to  Annual Report on Form 10-K for the fiscal year ended December 31, 2004 filed  with the SEC on March 16, 2005 (File No. 000-20698).                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                        |
| *10.20 |   | Executive  Retention Agreement, dated March 16, 2005, between Brooktrout, Inc.  and Heather J. Magliozzi is hereby incorporated by reference from  Exhibit 10.20 to Annual Report on Form 10-K for the fiscal year ended  December 31, 2004 filed with the SEC on March 16, 2005 (File No. 000-20698).                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                        |
| *10.21 |   | Executive  Retention Agreement, dated March 16, 2005, between Brooktrout, Inc.  and R. Andrew O’Brien is hereby incorporated by reference from Exhibit  10.21 to Annual Report on Form 10-K for the fiscal year ended December 31,  2004 filed with the SEC on March 16, 2005 (File No. 000-20698).                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                        |
| 14     |   | Code  of Business Conduct and Ethics is hereby incorporated by reference from  Exhibit 14 to Annual Report on Form 10-K for the fiscal year ended December  31, 2004 filed with the SEC on March 16, 2005 (File No. 000-20698).                                                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                        |
| 21     |   | List  of Subsidiaries of Brooktrout, Inc. is hereby incorporated by reference from  Exhibit 21 to Annual Report on Form 10-K for the fiscal year ended December  31, 2004 filed with the SEC on March 16, 2005 (File No. 000-20698).                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                        |
| 23     |   | Consent  of Independent Registered Public Accounting Firm—Deloitte & Touche LLP is  filed herewith.                                                                                                                                                                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                        |
| 31.1   |   | Certification  of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) or 15d-14(a),  as adopted pursuant to Section 302 of Sarbanes-Oxley Act of 2002 is filed  herewith.                                                                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                        |
| 31.2   |   | Certification  of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) or 15d-14(a),  as adopted pursuant to Section 302 of Sarbanes-Oxley Act of 2002 is filed  herewith.                                                                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                        |
| 32.1   |   | Certification  of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(b) or 15d-14(b)  and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley  Act of 2002 is hereby incorporated by reference from Exhibit 32.1 to Annual  Report on Form 10-K for the fiscal year ended December 31, 2004 filed with  the SEC on March 16, 2005 (File No. 000-20698). |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                        |
| 32.2   |   | Certification  of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(b) or 15d-14(b)  and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley  Act of 2002 is hereby incorporated by reference from Exhibit 32.2 to Annual  Report on Form 10-K for the fiscal year ended December 31, 2004 filed with the  SEC on March 16, 2005 (File No. 000-20698). |

 

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*              Management contractor compensatory plan.

 

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