-----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, CAo02IFd9RxXwLRwBFR/bMQKExk5PXo1hAI2AA+9iq5Mr5Bh0A8uFVERXhoRNTHJ f25TnVz39tcknUWT5aVqvA== 0000950147-01-500534.txt : 20010313 0000950147-01-500534.hdr.sgml : 20010313 ACCESSION NUMBER: 0000950147-01-500534 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010312 EFFECTIVENESS DATE: 20010312 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTER TEL INC CENTRAL INDEX KEY: 0000350066 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 860220994 STATE OF INCORPORATION: AZ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-56872 FILM NUMBER: 1566262 BUSINESS ADDRESS: STREET 1: 120 N 44TH ST STREET 2: STE 200 CITY: PHOENIX STATE: AZ ZIP: 85034-1822 BUSINESS PHONE: 6023028900 MAIL ADDRESS: STREET 1: 120 N 44TH ST STREET 2: STE 200 CITY: PHOENIX STATE: AZ ZIP: 85034-1822 S-8 1 e-6463.txt FORM S-8 OF INTER-TEL, INCORPORATED As filed with the Securities and Exchange Commission on March 9, 2001 Registration No. 333-_________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INTER-TEL, INCORPORATED (Exact name of Registrant as specified in its charter) Arizona 86-0220994 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 120 North 44th Street, Suite 200 Phoenix Arizona 85304-1822 (602) 302-8900 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) ACQUISITION STOCK OPTION PLAN (Full title of the plans) STEVEN G. MIHAYLO Chairman of the Board of Directors and Chief Executive Officer INTER-TEL, INCORPORATED 120 North 44th Street, Suite 200 Phoenix Arizona 85304-1822 (602) 302-8900 (Name, address, including zip code, and telephone number, including area code, of agent for service) COPY TO: Jeffrey D. Saper, Esq. Robert G. Day, Esq. Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, California 94304 (650) 493-9300
CALCULATION OF REGISTRATION FEE ======================================================================================================================= Proposed Maximum Proposed Maximum Title of Securities Amount to Offering Price Aggregate Amount of to be Registered be Registered Per Share Offering Price Registration Fee - ----------------------------------------------------------------------------------------------------------------------- Common Stock to be issued upon exercise of options granted under the Inter-Tel, Inc. Acquisition Stock Option Plan ............... 516,000 $23.4884 (1) $12,120,000.00 (1) $3030.00 (2) - ----------------------------------------------------------------------------------------------------------------------- TOTAL: 516,000 $12,120,000.00(1) $3030.00 (2) =======================================================================================================================
(1) Estimated in accordance with Rule 457(h) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee. The computation is based upon the exercise price of such options. The weighted average exercise price of such 516,000 shares is $23.4884. (2) Amount of Registration Fee was calculated pursuant to Section 6(b) of the Securities Act of 1933, which states that the fee shall be "$250 per $1 million" of the maximum aggregate price at which such securities are proposed to be offered. The Registration Fee is therefore calculated by multiplying the aggregate offering or sales amount by 0.000250. ================================================================================ REGISTRATION STATEMENT ON FORM S-8 PART II INFORMATION REQUIRED IN REGISTRATION STATEMENT Inter-Tel Incorporated (the "Registrant") previously filed a Registration Statement on Form S-8 with the Securities and Exchange Commission on or about November 13, 1998 (SEC File No. 333-67261) (the "Previous Form S-8"). The Previous Form S-8 was filed in connection with the Registrant's Acquisition Stock Option Plan. This Registration Statement registers additional shares of the Registrant's Common Shares to be issued pursuant to the Acquisition Stock Option Plan (the "Plan"). The contents of the Previous Form S-8, including periodic reports that the Company filed, or to be filed, after the previous S-8, to maintain current information about the Company, are incorporated by reference into this Registration Statement pursuant to General Instruction E of Form S-8. ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. There are hereby incorporated by reference in this Registration Statement the following documents and information heretofore filed with the Securities and Exchange Commission (the "SEC"). (a) The Registrant's Annual Report on Form 10-K filed with the SEC for the year ended December 31, 1999. (b) The Registrant's Report on Form 8-K filed with the SEC on January 1, 2000, the Registrant's Quarterly Report on Form 10-Q filed with the SEC for the three months ended March 31, 2000, the Registrant's Quarterly Report on Form 10-Q filed with the SEC for the three months ended June 30, 2000, as amended, the Registrant's Quarterly Report on Form 10-Q filed with the SEC for the three months ended September 30, 2000. (c) The description of the Registrant's Common Stock contained in the Registrant's Registration Statement on Form 8-A dated February 26, 1982, filed pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, including any amendment or report filed for the purpose of updating such description. All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this registration statement and 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 by reference in this registration statement and to be part hereof from the date of filing such documents. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. 2 ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Company's Restated Articles of Incorporation limit, to the maximum extent permitted by Arizona law, the personal liability of directors for monetary damages for breach of their fiduciary duties as a director. The Company's Restated Articles of Incorporation provide that the Company shall indemnify its officers and directors to the fullest extent permitted by law, subject to certain exceptions. The Company has entered into indemnification agreements with its officers and directors containing provisions which are in some respects broader than the specific indemnification provisions contained in the Arizona Revised Statutes. The indemnification agreements may require the Company, among other things, to indemnify such officers and directors against certain liabilities that may arise by reason of their status or service as directors or officers (other than liabilities arising from willful misconduct of a culpable nature), to advance their expenses incurred as a result of any proceeding against them as to which they could be indemnified, and to obtain directors' and officers' insurance, if available on reasonable terms. The Company believes that these agreements are necessary to attract and retain qualified persons as directors and officers. At present, there is no pending litigation or proceeding involving any director, officer, employee or agent of the Company where indemnification will be required or permitted. The Company is not aware of any threatened litigation or proceeding which may result in a claim or such indemnification. The Company currently maintains directors' and officers' liability insurance. Reference is also made to Section 11 of the Underwriting Agreement contained in Exhibit 1.1 to the amendment to the Company's S-3 filed on November 20, 1997, indemnifying officers and directors of the Registrant against certain liabilities. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. EXHIBIT NUMBER DESCRIPTION ------ ----------- 5.1 Opinion of Counsel as to legality of securities being registered. 23.1 Consent of Independent Auditors. 23.2 Consent of Counsel (contained in Exhibit 5.1). 24.1 Power of Attorney (see page 5). ITEM 9. UNDERTAKINGS. 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: (a) 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. 3 (b) 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; (c) That, for the purpose of determining any liability under the Securities Act of 1933, the 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. (d) 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. (e) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, as amended, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) 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. (2) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, 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 Exchange Act 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 Exchange Act and will be governed by the final adjudication of such issue. 4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Phoenix, State of Arizona, on this 9th day of March, 2001. INTER-TEL, INC. By: /s/ Kurt R. Kneip ---------------------------------- Kurt R. Kneip POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Kurt R. Kneip and John L. Gardner, and each of them acting individually, as his or her attorney-in-fact, each with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Registration Statement on Form S-8, 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 each of said attorneys-in-fact, or any substitute, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated: SIGNATURE TITLE DATE --------- ----- ---- /s/ Steven G. Mihaylo Chairman of the Board, President March 9, 2001 - --------------------------- and Chief Executive Officer Steven G. Mihaylo /s/ Norman Stout Executive Vice President and March 9, 2001 - --------------------------- Chief Administrative Officer Norman Stout /s/ Craig W. Rauchle Executive Vice President March 9, 2001 - --------------------------- Craig W. Rauchle /s/ Kurt R. Kneip Chief Financial Officer March 9, 2001 - --------------------------- Kurt R. Kneip /s/ J. Robert Anderson Director March 9, 2001 - --------------------------- J. Robert Anderson /s/ Jerry W. Chapman Director March 9, 2001 - --------------------------- Jerry W. Chapman /s/ Gary Edens Director March 9, 2001 - --------------------------- Gary Edens /s/ C. Roland Haden Director March 9, 2001 - --------------------------- C. Roland Haden 5 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - ------ ----------- 5.1 Opinion of Counsel as to legality of securities being registered. 23.1 Consent of Independent Auditors. 23.2 Consent of Counsel (contained in Exhibit 5.1). 24.1 Power of Attorney (see page 5). EX-5.1 2 ex-5_1.txt OPINION OF WILSON SONSINI GOODRICH & ROSATI EXHIBIT 5.1 March 9, 2001 Inter-Tel, Incorporated RE: REGISTRATION STATEMENT ON FORM S-8 Ladies and Gentlemen: We have examined the Registration Statement on Form S-8 to be filed by you with the Securities and Exchange Commission on or about March 9, 2001, in connection with the registration under the Securities Act of 1933, as amended, of an additional 516,000 shares of Common Stock to be issued under the Company's Acquisition Stock Option Plan, as amended. Such shares are, referred to herein as the "Shares" and the Acquisition Stock Option Plan, as amended is referred to herein as the "Plan." As your legal counsel, we have examined the proceedings taken and are familiar with the proceedings proposed to be taken by you in connection with the sale and issuance of the Shares under the Plan. It is our opinion that the Shares, when issued and sold in the manner referred to in the Plan, and pursuant to the agreements which accompany the Plan, will be legally and validly issued, fully paid and nonassessable. We consent to the use of this opinion as an exhibit to said Registration Statement and further consent to the use of our name wherever appearing in said Registration Statement and any amendments thereto. Sincerely, WILSON SONSINI GOODRICH & ROSATI Professional Corporation /s/ WILSON SONSINI GOODRICH & ROSATI EX-23.1 3 ex-23_1.txt CONSENT OF ERNST & YOUNG EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Acquisition Stock Option Plan of Inter-Tel, Incorporated of our report dated February 11, 2000, with respect to the consolidated financial statements and schedule of Inter-Tel, Incorporated, which is included in the Company's Annual Report (Form 10-K) for the year ended December 31, 1999. /s/ ERNST & YOUNG Phoenix, Arizona March 9, 2001 -----END PRIVACY-ENHANCED MESSAGE-----