S-8 1 e-8460.txt REGISTRATION STATEMENT OF INTER-TEL INCORPORATED As filed with the Securities and Exchange Commission on May 2, 2002 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 1615 South 52nd Street 86-0220994 (State or other jurisdiction of Tempe, AZ 85281 (I.R.S. Employer incorporation or organization) (Address of principal executive offices) Identification Number)
INTER-TEL, INCORPORATED 1997 EMPLOYEE STOCK PURCHASE PLAN (Full title of the plan) Steven G. Mihaylo Chairman of the Board of Directors and Chief Executive Officer INTER-TEL INCORPORATED 1615 South 52nd Street Tempe, AZ 85281 (Name and address of agent for service) (480) 449-8900 (Telephone number, including area code, of agent for service) Copies to: Robert G. Day, Esq. Caine T. Moss, Esq. Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, CA 94304 (650) 493-9300 CALCULATION OF REGISTRATION FEE ============================================================================================================================= PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT TO OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF TITLE OF SECURITIES TO BE REGISTERED BE REGISTERED (1) SHARE (2) PRICE REGISTRATION FEE ----------------------------------------------------------------------------------------------------------------------------- Common Stock, $0.0001 par value, to be issued under the Inter-Tel, Incorporated 1997 Employee Stock Purchase Plan...................... 500,000 $19.22 $9,610,000 $884.12 TOTAL................................. 500,000 $19.22 $9,610,000 $884.12 -----------------------------------------------------------------------------------------------------------------------------
(1) Pursuant to Rule 416 promulgated under the Securities Act of 1933, as amended (the "Securities Act") this registration statement is deemed to include additional shares of the Registrant's common stock to be offered or issued pursuant to the anti-dilution provisions of the plan listed above. (2) Estimated in accordance with Rule 457(h) under the Securities Act solely for the purpose of calculating the registration fee based on the price of $19.22 per share, which was the average of the high and low price per share of the Common Stock as reported on the Nasdaq National Market on April 26, 2002 (the "Market Price"). ================================================================================ INTER-TEL, INCORPORATED REGISTRATION STATEMENT ON FORM S-8 STATEMENT UNDER GENERAL INSTRUCTION E - REGISTRATION OF ADDITIONAL SECURITIES Inter-Tel, Incorporated (the "Registrant") previously filed a Registration Statement on Form S-8 with the Securities and Exchange Commission (the "SEC") on or about November 26, 1997 (SEC File No. 333-41197) (the "Previous Form S-8"). The Previous Form S-8 was filed in connection with the Registrant's 1997 Employee Stock Purchase Plan (the "1997 ESPP"). This Registration Statement registers additional shares of the Registrant's Common Stock to be issued pursuant to the 1997 ESPP. The contents of the Previous Form S-8, including periodic reports that the Company filed, or reports to be filed, after the Previous Form 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. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 8. EXHIBITS. Exhibit Number ------ 5.1 Opinion of John L. Gardner, General Counsel 23.1 Consent of Independent Auditors 23.2 Consent of Counsel (contained in Exhibit 5.1) 25.1 Power of Attorney (See page 2) SIGNATURES Pursuant to the requirements of the Securities Act, 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 Tempe, State of Arizona, on this 23rd day of April, 2002. INTER-TEL, INCORPORATED 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 SEC, 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, 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, April 23, 2002 --------------------------------- President and Chief Steven G. Mihaylo Executive Officer /s/ Norman Stout Executive Vice President April 23, 2002 --------------------------------- and Chief Administrative Norman Stout Officer /s/ Craig W. Rauchle Executive Vice President April 23, 2002 --------------------------------- and Chief Operating Officer Craig W. Rauchle /s/ Kurt R. Kneip Chief Financial Officer April 23, 2002 --------------------------------- Kurt R. Kneip /s/ J. Robert Anderson Director April 23, 2002 --------------------------------- J. Robert Anderson /s/ Jerry W. Chapman Director April 23, 2002 --------------------------------- Jerry W. Chapman /s/ Gary Edens Director April 23, 2002 --------------------------------- Gary Edens /s/ C. Roland Haden Director April 23, 2002 --------------------------------- C. Roland Haden Pursuant to the requirements of the Securities Act, the trustees (or other persons who administer the employee benefit plan) have duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tempe, State of Arizona, on May 1, 2002. Inter-Tel, Incorporated 1997 Employee Stock Purchase Plan By: /s/ Kurt R. Kneip ----------------------------------- Kurt R. Kneip Plan administrator May 1, 2002 INDEX TO EXHIBITS EXHIBIT NUMBER DESCRIPTION ------ ----------- 5.1 Opinion of John L. Gardner, General Counsel 23.1 Consent of Independent Auditors 23.2 Consent of Counsel (contained in Exhibit 5.1) 25.1 Power of Attorney (See page 2)