-----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, TM+quQz0aBPftuTB6XSHz4EfwOiuJgKD9Y6E9zvSxYpcCgAbjDQVlACU7imYkEBW TzH4ka9CE6fAO5vyJ3cDOw== 0000950144-98-000495.txt : 19980122 0000950144-98-000495.hdr.sgml : 19980122 ACCESSION NUMBER: 0000950144-98-000495 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980121 EFFECTIVENESS DATE: 19980121 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SYNTELLECT INC CENTRAL INDEX KEY: 0000758830 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 860486871 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-44587 FILM NUMBER: 98510031 BUSINESS ADDRESS: STREET 1: 1000 HOLCOMB WOODS PARKWAY STREET 2: SUITE 410A CITY: ROSWELL STATE: GA ZIP: 30076 BUSINESS PHONE: 7705870700 MAIL ADDRESS: STREET 1: 1000 HOLCOMB WOODS PARKWAY STREET 2: SUITE 410A CITY: ROSWELL STATE: GA ZIP: 30076 S-8 1 SYNTELLLECT INC. 1 As filed with the Securities and Exchange Commission on January 21, 1998 REGISTRATION NO. 333- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------------- SYNTELLECT INC. (Exact name of registrant as specified in its charter) DELAWARE 86-0486871 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1000 HOLCOMB WOODS PARKWAY, SUITE 410A ROSWELL, GEORGIA 30076 (Address, including zip code, of registrant's principal executive offices) SYNTELLECT INC. LONG-TERM INCENTIVE PLAN (Full title of the plan) J. LAWRENCE BRADNER SYNTELLECT INC. 1000 HOLCOMB WOODS PARKWAY, SUITE 410A ROSWELL, GEORGIA 30076 (770) 587-0700 (Name, address, including zip code, and telephone number, including area code, of agent for service) COPIES TO: ALAN J. PRINCE, ESQ. KING & SPALDING 191 PEACHTREE STREET ATLANTA, GEORGIA 30303-1763 (404) 572-4600 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(1) Price(1) Registration Fee - --------------------------------------------------------------------------------------------------------------------- Common Stock, par value $.01 per share 750,000 $1.65625 $1,242,188 $367 - ---------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of computing the registration fee pursuant to Rule 457(h) on the basis of the high and low prices of Common Stock of Syntellect Inc. on January 16, 1998. 2 PART II This Registration Statement on Form S-8 relates to an additional 750,000 shares of common stock, par value $.01 (the "Common Stock"), of Syntellect Inc. (the "Company") to be issued to employees of the Company and certain subsidiaries pursuant to the Syntellect Inc. Long-Term Incentive Plan. As permitted by General Instruction E (Registration of Additional Securities) to Form S-8, this Registration Statement omits certain information otherwise required by Form S-8. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents filed with the Securities and Exchange Commission (the "Commission") are hereby incorporated by reference into this Registration Statement: 1. The Annual Report of the Company on Form 10-K for the fiscal year ended December 31, 1996; 2. All reports filed by the Company pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since December 31, 1996; 3. The description of the Company's Common Stock contained in the Company's Registration Statement on Form 8-A dated February 23, 1990, filed under the Exchange Act, including any amendment or report filed for the purpose of updating such description; and 4. The Company's Registration Statement on Form S-8 (File No. 333-02362) filed with the Commission March 14, 1996. All documents filed by the Company subsequent to the date of this Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. ITEM 4. DESCRIPTION OF SERVICES Inapplicable. ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL Inapplicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Inapplicable. ITEM 7. EXEMPTIONS FROM REGISTRATION CLAIMED Inapplicable. ITEM 8. EXHIBITS 3
Exhibit Description ------- ----------- 5.1 Opinion of King & Spalding 23.1 Consent of KPMG Peat Marwick LLP 23.2 Consent of Deloitte & Touche LLP 23.3 Consent of King & Spalding (included in Exhibit 5.1) 24.1 Power of Attorney (included on signature page) 99.1 Syntellect Inc. Long-Term Incentive Plan (incorporated by reference to Exhibit 10.4 to Syntellect's Annual Report on Form 10-K dated December 31, 1996)
ITEM 9. UNDERTAKINGS (a) 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 prospectus required by Section 10(a)(3) of the Securities Act of 1933; (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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high and of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and (C) 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; (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such 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. (3) 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. 2 4 (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's Annual Report pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 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 Act and will be governed by the final adjudication of such issue. EXPERTS The financial statements of the Company incorporated in this Registration Statement by reference from the Company's Annual Report on Form 10-K for the year ended December 31, 1996 have been audited by KPMG Peat Marwick LLP, independent auditors, as stated in their report appearing in such Form 10-K, and have been incorporated herein by reference in reliance upon the reports of such firm and upon their authority as experts in accounting and auditing. The consolidated financial statements of Pinnacle Investment Associates, Inc. and subsidiary as of December 31, 1995 and 1994 incorporated in this Registration Statement by reference from Syntellect Inc.'s Annual Report on Form 10-K for the year ended December 31, 1996 (which are not presented separately therein) have been audited by Deloitte & Touche, independent auditors, as stated in their report, which is incorporated herein by reference, and have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing. 3 5 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 Roswell, State of Georgia on the 31st day of December, 1997. SYNTELLECT INC. By: /s/ Neal L. Miller ---------------------------- Neal L. Miller Corporate Vice President, Chief Financial Officer, Secretary and Treasurer KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints J. Lawrence Bradner, Steve G. Nussrallah, and Neal L. Miller and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such persons and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same with all exhibits thereto and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite or necessary to be done in and about the premises, as fully and 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, and any of them, or their substitutes, may lawfully 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 capacity indicated on the 31st day of December, 1997.
Signature Title --------- ----- /s/ J. Lawrence Bradner Chairman of the Board of Directors ------------------------------- and Chief Executive Officer J. Lawrence Bradner (Principal Executive Officer) /s/ Neal L. Miller Corporate Vice President, Chief ------------------------------- Financial Officer, Secretary and Neal L. Miller Treasurer (Principal Financial and Accounting Officer) /s/ Steve G. Nussrallah Director, President and Chief ------------------------------- Operating Officer Steve G. Nussrallah
4 6 /s/ Jack R. Kelly, Jr. Director ------------------------------- Jack R. Kelly, Jr. /s/ William P. Conlin Director ------------------------------- William P. Conlin /s/ A. Leroy Ellison Director ------------------------------- A. Leroy Ellison
5 7 EXHIBIT INDEX -------------
Exhibit Description ------- ----------- 5.1 Opinion of King & Spalding 23.1 Consent of KPMG Peat Marwick LLP 23.2 Consent of Deloitte & Touche LLP 23.3 Consent of King & Spalding (included in Exhibit 5.1) 24.1 Power of Attorney (included on signature page) 99.1 Syntellect Inc. Long-Term Incentive Plan (incorporated by reference to Exhibit 10.4 to Syntellect's Annual Report on Form 10-K dated December 31, 1996)
EX-5.1 2 OPINION OF KING & SPALDING 1 EXHIBIT 5.1 Opinion of King & Spalding 2 [LETTERHEAD OF KING & SPALDING] January 21, 1998 Syntellect Inc. 1000 Holcomb Woods Parkway, Suite 410A Roswell, Georgia 30076 Re: Syntellect Inc. -- Form S-8 Registration Statement Gentlemen: We have acted as counsel for Syntellect Inc., a Delaware corporation (the "Company"), in connection with the preparation of a Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission. The Registration Statement relates to an additional 750,000 shares of the Company's common stock, par value $.01 per share (the "Shares"), to be issued pursuant to, or upon the exercise of options (the "Options") or other stock-based awards (the "Awards") granted pursuant to, the Syntellect Inc. Long-Term Incentive Plan (the "Plan"), as amended. As such counsel, we have examined and relied upon such records, documents, certificates and other instruments as in our judgment are necessary or appropriate to form the basis for the opinions hereinafter set forth. In all such examinations, we have assumed the genuineness of signatures on original documents and the conformity to such original documents of all copies submitted to us as certified, conformed or photographic copies, and as to certificates of public officials, we have assumed the same to have been properly given and to be accurate. For purposes of this opinion, we have assumed the following: (i) the Shares that may be issued pursuant to the Plan or upon exercise of the Options or Awards granted pursuant to the Plan will continue to be duly authorized on the dates of such issuance and (ii) on the date on which any Option or Award is exercised, such Option or Award will have been duly executed, issued and delivered by the Company and will constitute the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms subject, as to enforceability, to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally, general equitable principles and the discretion of courts in granting equitable remedies. The opinions expressed herein are limited in all respects to the federal laws of the United States of America and laws of the State of Delaware, and no opinion is expressed with respect to the laws of any jurisdiction or any effect which such laws may have on the opinions expressed herein. This opinion is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein. 3 Syntellect Inc. January 21, 1998 Page Two Based upon the foregoing and subject to the limitations, qualifications and assumptions set forth herein, we are of the opinion that: a. The Shares are duly authorized; and b. When the Shares are issued pursuant to the Plan or upon exercise of the Options or Awards granted pursuant to the Plan against payment therefor, as the case may be, as provided in the Plan, such Shares will be validly issued, fully paid and nonassessable. This opinion is given as of the date hereof, and we assume no obligation to advise you after the date hereof of facts or circumstances that come to our attention or changes in law that occur which could affect the opinions contained herein. This letter is being rendered solely for the benefit of Syntellect Inc. in connection with the matters addressed herein. This opinion may not be furnished to or relied upon by any person or entity for any purpose without our prior written consent. We consent to the filing of this opinion as an Exhibit to the Registration Statement. Very truly yours, /s/ King & Spalding KING & SPALDING EX-23.1 3 CONSENT OF KPMG PEAT MARWICK LLP 1 EXHIBIT 23.1 Consent of KPMG Peat Marwick LLP 2 KPMG Peat Marwick LLP The Board of Directors of Syntellect Inc. We consent to incorporation by reference in the registration statement on Form S-8 of Syntellect Inc. of our report dated February 5, 1997 relating to the consolidated balance sheets of Syntellect Inc. and subsidiaries as of December 31, 1996 and 1995, and the related consolidated statements of operations, stockholders' equity and cash flows for each of the years in the three-year period ended December 31, 1996, which report appears in the December 31, 1996 annual report on Form 10-K of Syntellect Inc., and to the reference to our firm under the heading "Experts" in the Registration Statement. Our report dated February 5, 1997, included a reference to other auditors with respect to 1995 and 1994 as those reports relate to the 1995 and 1994 consolidated financial statements of Pinnacle Investment Associates, Inc. and subsidiary which are included in the Consolidated Financial Statements of Syntellect Inc. and are based solely on the report of the other auditors as it relates to the amounts included for Pinnacle Investment Associates, Inc. KPMG Peat Marwick LLP Atlanta, Georgia January 20, 1998 EX-23.2 4 CONSENT OF DELOITTE & TOUCHE LLP 1 EXHIBIT 23.2 Consent of Deloitte & Touche LLP 2 Deloitte & Touche LLP We consent to the incorporation by reference in this Registration Statement of Syntellect Inc. on Form S-8 of our report dated February 9, 1996, except as to Note 20 which is dated as of March 14, 1996, relating to the consolidated balance sheets of Pinnacle Investment Associates, Inc. and subsidiary as of December 31, 1995 and 1994, and the related consolidated statements of operations, shareholders' equity, and cash flows for the years then ended (which are not presented separately therein) appearing in the Annual Report on Form 10-K of Syntellect Inc. for the year ended December 31, 1996 and to the reference to us under the heading "Experts" in this Registration Statement. Deloitte & Touche LLP Atlanta, Georgia January 20, 1998 -----END PRIVACY-ENHANCED MESSAGE-----