-----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, SKPKSxAV6bBAeCDOA5+hhEkhX04t0Q/o2/vNPMVQVmCjBk5h6AP3hU2dOhCqFYxC YhUdvANImJNqJT4UWQcvVA== 0000950147-03-000499.txt : 20030421 0000950147-03-000499.hdr.sgml : 20030421 20030418174053 ACCESSION NUMBER: 0000950147-03-000499 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20030421 EFFECTIVENESS DATE: 20030421 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: 1933 Act SEC FILE NUMBER: 333-104642 FILM NUMBER: 03656093 BUSINESS ADDRESS: STREET 1: 1615 S. 52ND STREET STREET 2: . CITY: TEMPE STATE: AZ ZIP: 85281 BUSINESS PHONE: 480-449-8900 MAIL ADDRESS: STREET 1: 1615 S. 52ND STREET STREET 2: . CITY: TEMPE STATE: AZ ZIP: 85281 S-8 1 e-9874.txt FORM S-8 OF INTER-TEL INCORPORATED As filed with the Securities and Exchange Commission on April 18, 2003 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) 1615 S. 52nd Street Arizona Tempe, AZ 85281 86-0220994 (State or other jurisdiction of (Address of principal (I.R.S. Employer incorporation or organization) executive offices) Identification Number) 1997 Long-Term Incentive Plan (Full title of the plan) Steven G. Mihaylo Chairman of the Board of Directors and Chief Executive Officer INTER-TEL, INCORPORATED 1615 S. 52nd Street Tempe, AZ (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 Share Price Registration Fee - --------------------------------------------------------------------------------------------------------------------- Common Stock, $.0001 par value, available for issuance under the 1997 Long-Term Incentive Plan...... 622,725 $13.75 (1) $8,562,469 $692.70(2) - --------------------------------------------------------------------------------------------------------------------- TOTAL................................ 622,725 $8,562,469 $692.70 =====================================================================================================================
(1) Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee, based on the average of the high and low price per share of the common stock as reported on the Nasdaq National Market on April 14, 2003. (2) Previously paid. ================================================================================ 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 on March 28, 2002 (SEC File No. 333-85098) (the "Original Filing"). The Original Filing was filed in connection with, among other things, the Registrant's 1997 Long-Term Incentive Plan, as amended (the "Plan"). This Registration Statement registers additional shares of the Registrant's Common Shares to be issued pursuant to the Plan. The contents of the Original Filing, including periodic reports that the Registrant filed, or that it will file, after the Original Filing to maintain current information about the Registrant, 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 ------ 4.1* 1997 Long-Term Incentive Plan, as amended 5.1 Opinion of John L. Gardner 23.1 Consent of Independent Auditors 23.2 Consent of Counsel (contained in Exhibit 5.1) 25.1 Power of Attorney (included on the signature page to this Registration Statement) * Incorporated by reference to the Registrant's Registration Statement on Form S-8 (SEC File No. 333-85098) 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 18th day of April, 2003. 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, President April 14, 2003 - ----------------------- and Chief Executive Officer Steven G. Mihaylo (Principal Executive Officer) /s/ Norman Stout Executive Vice President and April 14, 2003 - ----------------------- Chief Administrative Officer Norman Stout /s/ Craig W. Rauchle Executive Vice President and April 14, 2003 - ----------------------- Chief Operating Officer Craig W. Rauchle /s/ Kurt R. Kneip Chief Financial Officer April 14, 2003 - ----------------------- Kurt R. Kneip /s/ J. Robert Anderson Director April 14, 2003 - ----------------------- J. Robert Anderson /s/ Jerry W. Chapman Director April 14, 2003 - ----------------------- Jerry W. Chapman /s/ Gary Edens Director April 14, 2003 - ----------------------- Gary Edens Director - ----------------------- C. Roland Haden INDEX TO EXHIBITS Exhibit Number Description 4.1* 1997 Long-Term Incentive Plan, as amended 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 (included on the signature page to this Registration Statement) * Incorporated by reference to the Registrant's Registration Statement on Form S-8 (SEC File No. 333-85098) EX-5.1 3 ex5-1.txt OPINION OF JOHN L. GARDNER EXHIBIT 5.1 April 17, 2003 INTER-TEL INCORPORATED 1615 South 52nd Street Tempe, AZ 85281 Re: Registration Statement on Form S-8 Ladies and Gentlemen: In connection with the registration under the Securities Act of 1933 (the "Securities Act") pursuant to a Registration Statement of Form S-8 (the "Registration Statement") of 622,725 shares (the "Shares") of Common Stock, of Inter-Tel, Incorporated, an Arizona corporation (the "Company"), under the Company's 1997 Long-Term Incentive Plan (the "1997 Plan"), I, as General Counsel of the Company, have examined the Registration Statement, such corporate records, certificates and other documents, and such questions of law, as I have considered necessary or appropriate for the purposes of this opinion. Upon the basis of such examination, I advise you that, in my opinion, when issued and sold in the manner described in the Plans and pursuant to the agreements which accompany each grant under the Plans, the Shares will be legally and validly issued, fully paid and assessable. The foregoing opinion is limited to the laws of the state of Arizona, and I am expressing no opinion as to the effect of the laws of any other jurisdiction. I do hereby consent to the filing of this opinion as an exhibit to the Registration Statement and any amendments thereto. Sincerely, /s/ John L. Gardner ------------------------------- John L. Gardner General Counsel EX-23.1 4 ex23-1.txt CONSENT OF INDEPENDENT AUDITORS EXHIBIT 23.1 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference in this Registration Statement (Form S-8) pertaining to the Inter-Tel Incorporated 1997 Long-Term Incentive Plan of our report dated February 14, 2003 with respect to the consolidated financial statements and schedule of Inter-Tel, Incorporated included in its Annual Report (Form 10-K) for the year ended December 31, 2002 filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Phoenix, Arizona April 18, 2003 -----END PRIVACY-ENHANCED MESSAGE-----