S-8

As filed with the Securities and Exchange Commission on June 22, 2004.

Registration No. 33-_________

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

XETA TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)

OKLAHOMA	73-1130045
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1814 West Tacoma
Broken Arrow, Oklahoma 74012
(Address of Principal Executive Offices)

XETA Technologies, Inc.
2004 Omnibus Stock Incentive Plan
(Full Title of the plan)

JACK R. INGRAM
Chief Executive Officer
XETA Technologies, Inc.
1814 West Tacoma
Broken Arrow, Oklahoma 74012
(Name and address of agent for service)

(918) 664-8200
(Telephone number, including area code, of agent for service)

Copies to:
Barber & Bartz, Attn: Nancy C. Jones, Esq., 525 South Main, Suite 800, Tulsa, Oklahoma 74103-4511

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered(1)		Proposed maximum offering price Per Share(2)		Proposed maximum aggregate offering price(2)		Amount of registration fee
Common Stock ($0.001 par)		600,000		$   4.69		$ 2,814,000.00		$   356.53

(1) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this Registration Statement covers, in addition to the number of shares stated above, an additional indeterminate number of shares that may be offered or issued pursuant to the Registrant’s 2004 Omnibus Stock Incentive Plan as a result of one or more adjustments under such plan to prevent dilution resulting from one or more stock splits, stock dividends, or similar transactions.

(2) Pursuant to Rule 457(c) and 457(h) under the Securities Act of 1933, the maximum aggregate offering price is estimated, solely for the purpose of determining the registration fee, on the basis of the average of the high and low prices of the Registrant’s common stock traded on the Nasdaq National Market on June 21, 2004.

THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING IN ACCORDANCE WITH RULE 462 UNDER THE SECURITIES ACT OF 1933.

The Exhibit Index for this Registration Statement appears at page 6.

PART I
Information Required in the Section 10(a) Prospectus

Item1.  Plan Information.*

Item 2.  Registrant Information and Employee Plan Annual Information.*

*The document(s) containing the information specified in Part I of Form S-8 (plan information and registrant information) will be sent or given to plan participants as specified by Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”).  Such documents need not be filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Securities Act Rule 424.  Such documents, and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II
Information Required in the Registration Statement

Item 3.  Incorporation of Documents by Reference.

The following documents, which have been filed by XETA Technologies, Inc., an Oklahoma corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”), are incorporated by reference into this Registration Statement:

(1)	Annual Report of the Company on Form 10-K for the fiscal year ended October 31, 2003, filed with the Commission on January 16, 2004;
(2)	Amendment No. 1 to the Company’s Annual Report on Form 10-K/A for the fiscal year ended October 31, 2003, filed with the Commission on February 27, 2004;
(3)	Quarterly Report of the Company on Form 10-Q for the quarter ended January 31, 2004, filed with the Commission on March 2, 2004;
(4)	Current Report of the Company on Form 8-K filed with the Commission on June 4, 2004;
(5)	Amendment No. 2 to the Company’s Annual Report on Form 10-K/A for the fiscal year ended October 31, 2003, filed with the Commission on June 14, 2004;
(6)	Amendment No. 1 to the Company’s Quarterly Report on Form 10-Q/A for the quarter ended January 31, 2004, filed with the Commission on June 14, 2004;
(7)	Quarterly Report of the Company on Form 10-Q for the quarter ended April 30, 2004, filed with the Commission on June 14, 2004; and
(8)	the description of the Company’s Common Stock contained in its Registration Statement on Form 8-A, filed with the Commission on September 21, 1987, and any amendment or report filed for the purpose of updating such description.

In addition, all documents filed by the Company pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Securities and Exchange Act of 1934 after the date of this Registration Statement and prior to the filing of a post-effective amendment hereto that indicates that all securities offered have been sold or that deregisters all such securities then remaining unsold, shall be deemed to be incorporated herein by reference and to be a part hereof from the date of filing of such documents.

Item 4.  Description of Securities.

Not applicable.

Item 5.  Interests of Named Experts and Counsel.

The legality of the issuance of the shares of Common Stock offered hereby has been passed upon for the Company by the firm of Barber & Bartz, a Professional Corporation, which serves as general counsel to the Company.  Ron B. Barber, senior shareholder of the firm, is a director of the Company and beneficially owns approximately 1.10% of the Company’s outstanding Common Stock.

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Item 6.  Indemnification of Directors and Officers.

The Oklahoma General Corporation Act, as amended (the “OGCA”), and the Company’s bylaws, as amended (the “Bylaws”) each contain provisions for indemnification of officers and directors of the Company against liability incurred by them under certain circumstances in their capacities as officers and directors of the Company.

The OGCA and the Bylaws provide for indemnification of its officers and directors against expenses (including attorneys’ fees, judgments, fines, and amounts paid in settlement) actually and reasonably incurred in connection with the defense of any threatened, pending, or completed legal proceeding in which the officer or director is a party or threatened to be made a party by reason of the fact that he is or was a director or officer of the Company, if he acted in good faith and in a manner that he reasonably believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal action or proceeding, if he had no reasonable cause to believe that his conduct was unlawful.  However, if the legal proceeding is by or in the right of the Company, the director or officer may not be indemnified in respect of any claim, issue, or matter as to which he is adjudged to be liable for negligence or misconduct in the performance of his duty to the Company unless a court determines otherwise.  The foregoing right to indemnity is not exclusive of any other right to indemnity to which a director or officer may be entitled under any other agreement or by vote of the Company’s shareholders, directors, or otherwise.

The XETA Technologies, Inc. 2004 Omnibus Stock Incentive Plan also provides for indemnification of the members of the Compensation Committee of the Company’s Board of Directors charged with administering the Plan.  In addition, the Company maintains insurance to indemnify its officers and directors from certain liabilities.

Item 7.  Exemption From Registration Claimed.

Not applicable.

Item 8.  Exhibits.

The following exhibits are filed with this Registration Statement in accordance with Item 601 of Regulation S-K:

Exhibit No.	Description
4.1	Articles of Incorporation - Restated Certificate of Incorporation.
4.2	Bylaws - Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3(ii)(a) to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended April 30, 2001, filed on June 14, 2001) (File No. 0-16231).
5	Opinion of Barber & Bartz, a Professional Corporation.
23.1	Consent of Barber & Bartz (included in Exhibit 5 hereto).
23.2	Consent of Grant Thornton LLP.
24	Power of Attorney (included on the signature pages of this Registration Statement).

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Item 9.  Undertakings.

The undersigned registrant hereby undertakes to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement to include any additional 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.

The undersigned registrant hereby further undertakes (i) that, for the purpose of determining any liability under the Securities Act of 1933, as amended (the “Securities Act”), each post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering thereof; and (ii) to file a post-effective amendment to remove from registration any of the securities being registered which remain unsold at the termination of the offering.

The undersigned registrant hereby further undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934, as amended (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.

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 Commission such indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

THE REGISTRANT. 

          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 Broken Arrow, State of Oklahoma, on June 21, 2004.

XETA TECHNOLOGIES, INC.
By:	/s/ JACK R. INGRAM
	Jack R. Ingram Chief Executive Officer, President, and Director
By:	/s/ ROBERT B. WAGNER
	Robert B. Wagner Chief Financial Officer and Secretary

POWER OF ATTORNEY:

          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jack R. Ingram and Robert B. Wagner, and each of them, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him and in his 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 exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his substitute or substitutes, 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 date indicated.

Signature	Title	Date
/s/ JACK R. INGRAM	Chairman of the Board,	June 21, 2004
	Chief Executive Officer,
Jack R. Ingram	and President
/s/ ROBERT B. WAGNER	Chief Financial Officer	June 21, 2004
	and Secretary
Robert B. Wagner
/s/ RON B. BARBER	Director	June 22, 2004
Ron B. Barber
/s/ DONALD T. DUKE	Director	June 22, 2004
Donald T. Duke
/s/ ROBERT D. HISRICH	Director	June 22, 2004
Robert D. Hisrich
/s/ RONALD L. SIEGENTHALER	Director	June 22, 2004
Ronald L. Siegenthaler

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INDEX TO EXHIBITS

Exhibit No.	Description
4.1	Articles of Incorporation – Restated Certificate of Incorporation.
4.2	Bylaws - Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3(ii)(a) to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended April 30, 2001, filed on June 14, 2001) (File No. 0-16231).
5	Opinion of Barber & Bartz, a Professional Corporation.
23.1	Consent of Barber & Bartz (included in Exhibit 5 hereto).
23.2	Consent of Grant Thornton LLP.
24	Power of Attorney (included on the signature pages of this Registration Statement).

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EX-99

EXHIBIT 4.1

RESTATED CERTIFICATE OF
INCORPORATION OF XETA TECHNOLOGIES, INC.

TO THE SECRETARY OF STATE OF OKLAHOMA:

          We, the undersigned authorized officers of XETA Technologies, Inc., formerly XETA Corporation, a corporation organized under the laws of the State of Oklahoma upon filing its original Certificate of Incorporation with the Secretary of State on June 4, 1981, which Certificate was subsequently amended, and restated on April 8, 1987, and further amended on July 30, 1999, April 17, 2000, June 27, 2000 and June 30, 2000, do hereby restate said Certificate of Incorporation, which Restated Certificate of Incorporation was duly adopted by the Board of Directors in accordance with the provisions of Section 1080.B of “The Oklahoma General Corporation Act” as follows:

I

          The name of the Corporation is:

XETA Technologies, Inc.

II

          The address of its registered office in the State of Oklahoma is 525 South Main Street, Suite 800, Tulsa, Oklahoma 74103.

III

          The name of its registered agent is Ron B. Barber at 525 South Main Street, Suite 800, Tulsa, Oklahoma 74103. 

IV

          The duration of the Corporation is perpetual.

V

          The purposes for which the Corporation is formed are: 

          (a)          To engage in research and development, purchase, sale, leasing, both as lessor and lessee, import, export, license, distribution, design, manufacture, and/or the servicing of telephone communication interfaces and/or of any product, machine, or apparatus, appliance, merchandise, and property of every kind and description, ideas, systems, procedures, and services of any nature, including, without limiting the generality of the foregoing, all types of products which possess an internal intelligence for recognizing and correlating any type of data or information to be processed, pattern interpretation, recognition and memory systems and equipment, optical scanning, analog and digital computers, components, and all types of electrical, mechanical, electromechanical, and electronic products and systems such as for analysis of visible, radar, sonar, or  other inputs, voice recognition and identification of voice elements, and magnetic storage discs and drums;

          (b)          To acquire, own, hold, improve, develop, operate, exploit, sell, convey, assign, lease, exchange, transfer, dispose of, pledge, mortgage, create security interests in, deal in, and loan or borrow money upon, alone or in conjunction with others, real and personal property, tangible and intangible of every kind, character and description, or in any interest therein, and all kinds and forms of security, shares of capital stock, bonds, debentures, coupons, mortgages, notes, bills of exchange, acceptances, assignments, accounts, certificates, interim receipts, warrants and fees, evidences of indebtedness, obligations, trust certificates issued, or created by, or being claimed against any corporation, association, partnership, syndicate, entity or person, or governmental, municipal or public subdivision or authority; and

          (c)          To do, to the extent a corporation organized under the “General Corporation Act” of the State of Oklahoma may now or hereafter lawfully do, either as principal or agent, and either alone or in conjunction with other corporations, firms or individuals, all and everything necessary, suitable, convenient or proper for or in connection with or incident to the accomplishment of any of the purposes or the attainment

of any one or more of the objects herein enumerated or designed directly or indirectly to promote the interests of this Corporation or to enhance the value of its properties; and in general, to do any and all things, and exercise any and all powers, rights and privileges which a corporation may now or hereafter be organized to do or to exercise under the “General Corporation Act” of the State of Oklahoma or under any act amendatory thereof, supplemental thereto, or substituted therefor.

The foregoing clauses shall be construed as and shall be powers as well as purposes, and the matters expressed in each clause shall, unless herein otherwise expressly provided, be in no wise limited by reference to or inference from the terms of any other clause, but shall be regarded as independent powers and purposes; and the enumeration of specific powers and purposes shall not be construed to limit or restrict, in any manner, the meaning of general terms or the general powers of this Corporation, nor shall the expression of one thing be deemed to exclude another not expressed, although it be of like nature.  This Corporation shall be authorized to exercise and enjoy all other powers, rights and privileges granted by the “General Corporation Act” of the State of Oklahoma to corporations organized thereunder and all powers conferred by all acts heretofore or hereafter amendatory of or supplemental to that statute, and the enumeration of certain powers as herein specified is not intended as exclusive of or as a waiver of any of the powers, rights or privileges granted or conferred by that statute now or hereafter in force; provided, however, that nothing herein contained shall be deemed to authorize or permit this Corporation to carry on any business, to exercise any power or to do any act in violation of the Constitution and laws of the State of Oklahoma. 

VI

          The total authorized number of shares which the Corporation shall have authority to issue shall consist of 50,500,000 shares, 50,000,000 shares of which shall be classified as Common Shares of the par value of $.001 per share, and 500,000 shares of which shall be classified as Preferred Shares, $.10 par value per share.

VII

          All common stock shall be non-assessable.  On all matters requiring a vote of the shareholders, each holder of common stock shall be entitled to one vote per share of common stock held by such shareholder.

          The Board of Directors shall have full authority, subject to limitations prescribed by law, to provide for the issuance of the shares of Preferred Stock in series, and by filing a certificate pursuant to the applicable law of the State of Oklahoma, to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of Preferred Stock and of each such series and the qualifications, limitations or restrictions thereof. 

          The authority of the Board with respect to the Preferred Stock and each series thereof shall include, but not be limited to, determination of the following: 

          (a)          The number of shares constituting a series and the distinctive designation of that series;

          (b)          The dividend rate on the shares, whether dividends shall be cumulative, and, if so, from which date or dates, and the relative right of priority, if any, of payment of dividends on such shares;

          (c)          Whether the shares shall have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights;

          (d)          Whether the shares shall have conversion privileges, and, if so, the terms and conditions of such conversion, including provision for adjustment of the conversion rate in such events as the Board of Directors shall determine;

          (e)          Whether or not the shares shall be redeemable, and, if so, the terms and conditions of such redemption, including the date or date upon or after which they shall be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates;

          (f)          Whether the shares shall have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount of such sinking fund;

          (g)          The rights of the shares in the event of voluntary or involuntary liquidation, dissolution or winding up of the Corporation, and the relative rights or priority, if any, of payment of shares; and

          (h)          Any other relative rights, preferences and limitations of the shares.

VIII

          A quorum at all meetings of shareholders shall consist of the holders of one third of the outstanding shares entitled to be voted at such meeting, present in person or by proxy.  Any meeting may be adjourned from time to time, and the shareholders present at a duly called or held meeting at which a quorum is initially present may continue to transact business until adjournment, notwithstanding the withdrawal of shareholders resulting in a number of remaining shareholders less than the number required to originally constitute a quorum. 

IX

          At any regular or special meeting duly convened after notice to the shareholders or the Board of Directors, as the case may be, setting out the purpose of such meeting, the Bylaws may be adopted, altered, amended or repealed by the affirmative vote of the shareholders entitled to exercise fifty-one percent (51%) of the voting power of the Corporation, or by the Board of Directors; provided, however, that the fact that such power is conferred upon the Directors shall not divest the shareholders of the power, nor limit their power to adopt, alter, amend or repeal Bylaws. 

X

          The affairs of the Corporation shall be managed by the Board of Directors.  The number of members of the initial Board of Directors of the Corporation shall be four (4).  The number of members of succeeding Boards of Directors shall be as provided by the Bylaws of the Corporation and shall consist of a minimum of one (1) Director. 

XI

          These Articles of Incorporation may be adopted, altered, amended or repealed at any regular or special meeting duly convened after notice to the shareholders setting out the purpose of such meeting, by a vote of the shareholders entitled to exercise fifty-one percent (51%) of the voting power of the Corporation. 

          IN WITNESS WHEREOF, the undersigned Corporation has caused this Restated Certificate of Incorporation to be executed in its name by its President and Chief Executive Officer, and attested by its Secretary this 30 day of April, 2004.

	XETA Technologies, Inc.
	By:	/s/ JACK R. INGRAM
		Jack R. Ingram, President
ATTEST:
/s/ ROBERT B. WAGNER
Robert B. Wagner, Secretary
[SEAL]

ACKNOWLEDGMENT

STATE OF OKLAHOMA                           )
                                                                         )  ss.
COUNTY OF TULSA                                   )

          Before me, the undersigned, a notary public in and for said County and State, on this 30 day of April, 2004, personally appeared Jack R. Ingram, to me known to be the identical person who, first being duly sworn, subscribed the name of the maker thereof to the foregoing Restated Certificate of Incorporation as its President and Chief Executive Officer, and acknowledged to me that he executed the same as his free and voluntary act and deed, and as the free and voluntary act and deed of such corporation, for the uses and purposes therein set forth. 

/s/ LATISHA O’NEAL

Notary Public

My Commission Expires:
5/04/07

EX-99

EXHIBIT 5

June 21, 2004

XETA Technologies, Inc.
1814 West Tacoma
Broken Arrow, Oklahoma 74012

RE:	XETA TECHNOLOGIES, INC.
	FORM S-8 REGISTRATION STATEMENT
	Our File No. 191-500

Gentlemen:

          We have acted as counsel for XETA Technologies, Inc., an Oklahoma corporation (the “Company”), in connection with the registration by the Company of 600,000 shares of  Common Stock, par value $.001 per share (the “Shares”), described in the Registration Statement on Form S-8 of the Company being filed with the Securities and Exchange Commission concurrently herewith (the “Registration Statement”).  The Shares will be issued pursuant to the Company’s 2004 Omnibus Stock Incentive Plan (the “2004 Plan”).

          In such connection, we have examined the Company’s Restated Certificate of Incorporation and its Amended and Restated Bylaws, as amended, together with minutes of applicable meetings and applicable memoranda of action of the Board of Directors, its Compensation Committee, and the shareholders of the Company, the 2004 Plan, the Registration Statement, and such other corporate records, certificates of public officials and documents as we have deemed necessary in order to render the opinions expressed herein.

          Based upon the foregoing, it is our opinion that the Shares have been validly authorized for issuance and, upon issuance and delivery thereof pursuant to and as provided by the Plan, the Common Stock so issued will be legally issued, fully paid and nonassessable.

          We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement.

Very truly yours,

BARBER & BARTZ

/s/ NANCY JONES

Nancy Hanania Jones

EX-99

EXHIBIT 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our report dated December 5, 2003 (except for the “Stock-Based Compensation Plans” section of Note 1, as to which the date is June 3, 2004) accompanying the consolidated financial statements of XETA Technologies, Inc. and subsidiaries included in the Annual Report on Form 10-K/A filed June 14, 2004 for the fiscal year ended October 31, 2003 which is incorporated by reference in this Registration Statement. We consent to the incorporation by reference in the Registration Statement of the aforementioned report.

/s/ Grant Thornton LLP

Tulsa, Oklahoma
June 18, 2004