sv8


Texas		75-1927578
(State or other jurisdiction		(I.R.S. Employer Identification No.)
of incorporation or organization)

17811 Waterview Parkway		75252
Dallas, Texas		(Zip Code)
(Address of Principal Executive Offices)


Craig E. Holmes		Copy to:
Executive Vice President and		Office of the General Counsel
Chief Financial Officer		Intervoice, Inc.
Intervoice, Inc.		17811 Waterview Parkway
17811 Waterview Parkway		Dallas, Texas 75252
Dallas, Texas 75252		972/454-8000
(Name and address of agent for service)

(972) 454-8708
(Telephone number, including
area code, of agent for service)

Title of

Proposed

Proposed Maximum

Amount

Securities

Amount

Maximum

Aggregate

to be

Offering Price

Offering

Registration

Registered (1)

Registered (2)

per Share (3)

Price (3)

Fee

Common Stock, no par value per share

500,000 shares

9.58

4,790,000

387.51

The following documents filed by the Registrant with the Securities and Exchange Commission are incorporated by reference in this Registration Statement:

(a) The contents of the Registration Statement (the “Prior Registration Statement”) of Intervoice, Inc. (the “Registrant”) on Form S-8, Registration No. 333-101328, filed with the Securities and Exchange Commission on November 20, 2002, including the documents incorporated by reference therein, are incorporated by reference into this Registration Statement.

(b) The Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2003;


March 12, 2003		(date of event: March 11, 2003),
March 31, 2003		(date of event: March 28, 2003),
June 10, 2003		(date of event: June 9, 2003),
June 26, 2003		(date of event: June 25, 2003),
June 26, 2003		(date of event: June 25, 2003), and
September 18, 2003		(date of event: September 18, 2003).

(e) The description of the Common Stock contained in the Registration Statement on Form 8-A of the Company heretofore filed by the Company with the Commission, including any amendment or report filed for the purpose of updating such description.

In addition, all documents filed by the Company with the Securities and Exchange Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 subsequent to 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 into this Registration Statement and to be a part hereof from the date of filing of such documents.

On June 24, 2003, the Board of Directors of the Registrant adopted amendments to the Registrant’s Employee Stock Purchase Plan (the “Plan”) that increased from 1,500,000 to 2,000,000 the aggregate number of shares of the Registrant’s common stock, no par value per share (“Common Stock”), reserved for issuance under the Plan. The amendment was approved by the shareholders of the Registrant on August 20, 2003.

In addition to the exhibits filed or incorporated by reference into the Prior Registration Statement, the following documents are filed as exhibits to this Registration Statement.


4.1		Intervoice, Inc. Employee Stock Purchase Plan, as amended.

5.1		Opinion of Fulbright & Jaworski L.L.P., regarding 500,000 shares of Common Stock.

23.1		Consent of Ernst & Young, L.L.P., independent public accountants, to incorporation of report by reference.

23.2		Consent of counsel (included in the opinion Fulbright & Jaworski L.L.P., filed herewith as Exhibit 5.1)

Pursuant to the requirements of the Securities Act of 1933, 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 Dallas and State of Texas on the 22nd day of December, 2003.


		INTERVOICE, INC. (Registrant)

		By:		/s/ David W. Brandenburg

				David W. Brandenburg
				Chairman of the Board of Directors and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated. The undersigned persons hereby constitute and appoint David W. Brandenburg and Craig E. Holmes, or either of them, as our true and lawful attorneys-in-fact with full power to execute in our name and on our behalf in the capacities indicated below any and all amendments to this Registration Statement to be filed with the Securities and Exchange Commission and hereby ratify and confirm all that such attorneys-in-fact shall lawfully do or cause to be done by virtue hereof.


Signature	Title	Date

/s/ David W. Brandenburg	Chairman of the Board of Directors	December 22, 2003
	and Chief Executive Officer
David W. Brandenburg

/s/ Craig E. Holmes	Executive Vice President and Chief	December 22, 200
	Financial Officer
Craig E. Holmes	(Principal Financial Officer)

/s/ Mark C. Falkenberg_	Chief Accounting Officer	December 22, 2003
	(Principal Accounting Officer)
Mark C. Falkenberg

/s/ Joseph J. Pietropaolo	Director	December 22, 2003

Joseph J. Pietropaolo

/s/ George C. Platt	Director	December 22, 2003

George C. Platt

/s/ Jack P. Reily	Director	December 22, 2003

Jack P. Reily

/s/ Gerald F. Montry	Director	December 22, 2003

Gerald F. Montry


Exhibit Number		Exhibit

4.1		Intervoice, Inc. Employee Stock Purchase Plan, as amended.

5.1		Opinion of Fulbright & Jaworski L.L.P., regarding 500,000 shares of Common Stock.

23.1		Consent of Ernst & Young, L.L.P., independent public accountants, to incorporation of report by reference.

23.2		Consent of counsel (included in the opinion Fulbright & Jaworski L.L.P., filed herewith as Exhibit 5.1)

EX-4.1 3 d11434exv4w1.txt EX-4.1 EMPLOYEE STOCK PUCHASE PLAN EXHIBIT 4.1 APPENDIX A INTERVOICE, INC. EMPLOYEE STOCK PURCHASE PLAN As amended and restated effective June 24, 2003 Section 1. Purpose. It is the purpose of the Plan to promote the interests of the Company and its shareholders by providing a method by which eligible employees may use voluntary payroll deductions to purchase shares of Common Stock at a discount, thereby affording them the opportunity to invest in the Company at a preferential price, and to acquire a proprietary interest in the Company and an increased personal interest in its continued success and progress. The Plan is intended to qualify as an employee stock purchase plan within the meaning of Section 423 of the Code and shall be construed accordingly. Section 2. Definitions. As used herein the following terms have the following meanings: (a) "Affiliate" means any corporation that is a subsidiary corporation of the Company within the meaning of Section 424(f) of the Code and that has been designated by the Committee as an Affiliate for purposes of the Plan. (b) "Board of Directors" means the Board of Directors of the Company. (c) "Code" means the United States Internal Revenue Code of 1986, as from time to time amended. (d) "Committee" means the Committee described in Section 4 hereof. (e) "Common Stock" means the Common Stock, no par value, of the Company. (f) "Company" means Intervoice, Inc. (g) "Compensation" for an option period means the total compensation of an employee for services rendered to the Company or any Affiliate. The Compensation of an employee who does not receive salary or wages computed in United States dollars shall be determined by converting such salary or wages into United States dollars in accordance with the Compensation Exchange Rate. (h) "Compensation Exchange Rate" means the New York foreign currency exchange rate as reported in The Wall Street Journal for the first business day immediately preceding the first business day of the applicable option period. (i) "Eligible Employee" means any employee of the Company or an Affiliate who is eligible to participate in the Plan pursuant to Section 5 hereof. (j) "Fair Market Value" means the closing sale price on the date in question (or, if there was no reported sale on such date, on the last preceding day on which any reported sale occurred) of the Common Stock on the NASDAQ National Market System or, if the Common Stock is not traded on the NASDAQ National Market System, such national stock exchange or stock market on which the Common Stock may from time to time be traded. (k) "Option" means any option to purchase shares of Common Stock granted by the Committee pursuant to the provisions of the Plan. (l) "Participant" means an Eligible Employee who elects to participate in the Plan pursuant to Section 6 hereof. (m) "Plan" means this Intervoice, Inc. Employee Stock Purchase Plan. Section 3. Number of Shares. The aggregate number of shares of Common Stock issued pursuant to Options granted under the Plan shall not exceed a total of 2,000,000 shares. The maximum number of shares of Common Stock available for sale under the Plan is subject to adjustment as provided in Section 13. The Common Stock to be delivered upon exercise of Options may consist of authorized but unissued shares of Common Stock or shares of Common Stock previously issued and reacquired by the Company. Section 4. Administration of the Plan. The Plan shall be administered by the Committee, which shall consist of three or more directors or executive officers of the Company. Each member of the Committee shall be appointed by and shall serve at the pleasure of the Board of Directors. The Board of Directors shall have the sole continuing authority to appoint members of the Committee both in substitution for members previously appointed and to fill vacancies however caused. The following provisions shall apply to the administration of the Plan by the Committee: (a) The Committee shall designate one of its members as Chairman and shall hold meetings at such times and places as it may determine. Each member of the Committee shall be notified in writing of the time and place of any meeting of the Committee at least two days prior to such meeting, provided that such notice may be waived by a A-1 Committee member. A majority of the members of the Committee shall constitute a quorum and any action taken by a majority of the members of the Committee present at any duly called meeting at which a quorum is present (or action unanimously approved in writing) shall constitute action by the Committee. (b) The Committee may appoint a Secretary (who need not be a member of the Committee) who shall keep minutes of its meetings. The Committee may make such rules and regulations for the conduct of its business as it may determine. (c) The Committee shall have full authority, subject to the express provisions of the Plan to interpret the Plan, to provide, modify and rescind rules and regulations relating to it and to make all other determinations and perform such actions as the Committee deems necessary or advisable to administer the Plan. (d) No member of the Committee shall be liable for any action taken or determination made in good faith with respect to the Plan or any Option granted hereunder. Section 5. Eligible Employees. Each employee of the Company or an Affiliate who is employed by the Company or an Affiliate on the date his participation in the Plan is to become effective shall be eligible to participate in the Plan; provided, however, that: (a) An employee shall not be granted an Option if such employee would, immediately after grant of the Option, own stock possessing 5% or more of the total combined voting power or value of all classes of stock of the Company or any parent or subsidiary corporation of the Company (within the meaning of Section 424(e) and (f) of the Code). For purposes of determining stock ownership under this paragraph, the rules of Section 424(d) of the Code shall apply, and stock which the employee may purchase under any outstanding options shall be treated as stock owned by the employee; and (b) No employee shall be granted an Option under the Plan which would permit such employee's rights to purchase shares of stock under all employee stock purchase plans of the Company and its parent and subsidiary corporations (within the meaning of Section 424(e) and (f) of the Code) to accrue (within the meaning of Section 423 (b) (8) of the Code) at a rate which exceeds U.S. $25,000 of fair market value of such stock (determined at the time such option is granted) for each calendar year during which any such option granted to such employee is outstanding at any time. For purposes of this Section 5, the term "employee" shall not include an employee whose customary employment is 20 hours or less per week or is for not more than five months in any calendar year. Section 6. Method of Participation. Each person who will be an Eligible Employee on any January 1 may elect to participate in the Plan by executing and delivering, on or before the immediately preceding December 31, a payroll deduction authorization as provided in this Section; provided, however, that an Eligible Employee who elects not to participate on a given January 1 shall not be eligible to participate in the Plan until the following January 1. Such Eligible Employee shall thereby become a Participant on such January 1 and shall remain a Participant until such Eligible Employee's participation is Terminated as provided in Section 10 or 11 hereof. The payroll deduction authorization executed by a Participant shall request withholding, by means of substantially equal payroll deductions over the period during which he or she is a Participant, of an amount which shall be no more than 10% nor less than 1 % of such Participant's Compensation for a given option period. A Participant may change the withholding rate of his or her payroll deduction authorization within such limits by delivering a new payroll deduction authorization form to the Company on or before the December 31 immediately preceding the option period with respect to which the change is to be effective, A Participant may not change the withholding rate of his or her payroll deduction authorization with respect to an option period at any time after the deadline set forth in the immediately preceding sentence. All amounts withheld in accordance with a Participant's payroll deduction authorization shall be credited to a withholding account for such Participant. No interest shall be payable on withholding accounts. Section 7. Grant of Options. The Plan will be implemented in twelve-month option periods beginning on the first day of each January and ending on the following December 31 until the Plan is terminated. Each Participant shall be granted an Option on the first day of each option period to purchase the number of whole shares of Common Stock determined by dividing (x) the aggregate payroll deduction authorized by such Participant for the option period by (y) 85% of the Fair Market Value per share of Common Stock on the first day of the option period. Each Option shall be exercisable as provided in Section 9 on the last business day of an option period. In no event shall the number of shares with respect to which an Option is granted to a Participant for a calendar year exceed that number of shares which has an aggregate Fair Market Value (determined on the date of grant) of U.S. $25,000, and the number of shares actually purchased by a Participant in a calendar year may not exceed this number. The Company shall reduce, on a substantially proportionate basis, the number of shares of Common Stock receivable by each Participant upon exercise of an Option in the event that the total number of shares then A-2 available under the Plan is less than the total number of shares with respect to which all Participants exercise Options in such option period. Section 8. Option Price. The purchase price per share of Common Stock under each Option shall equal the lesser of (a) 85% of the Fair Market Value per share of Common Stock on the date of grant of the Option or (b) 85% of the Fair Market Value per share of Common Stock on the date on which the Option is exercised. If the Common Stock of the Company is not admitted to trading on any of the aforesaid dates for which closing prices of the stock are to be determined, then reference shall be made to the Fair Market Value of the stock on that date, as determined on such basis as shall be established or specified for the purpose by the Committee. Section 9. Exercise of Options. An employee who is a Participant in the Plan on the last business day of an option period shall be deemed automatically to have exercised the current installment of the Option granted to him or her for that option period. Upon such exercise, the Company shall apply the entire balance of the Participant's withholding account to the purchase of the maximum number of whole shares of Common Stock as determined under Section 7. For purposes of this Section 9, the balance in the withholding account of a Participant whose salary or wages are not computed in United States dollars shall be converted into United States dollars in accordance with the New York foreign currency exchange rate as reported in The Wall Street Journal for the last business day of the option period. Certificates representing shares of Common Stock purchased for a Participant under the Plan shall be issued and delivered to the Participant as soon as practicable after such shares are purchased; provided, however, that the obligation of the Company to deliver shares of Common Stock shall be postponed for such period of time as may be necessary to register or qualify the purchased shares under the Securities Act of 1933 and any applicable foreign or state securities law. A Participant shall possess none of the rights or privileges of a shareholder of the Company with respect to Common Stock purchased under the Plan unless and until certificates representing such shares have been issued. No fractional shares shall be issued upon exercise of any installment of an Option. Any balance remaining in a Participant's withholding account following exercise of an installment shall be returned to the Participant. The cash proceeds received by the Company upon exercise of an Option shall constitute general funds of the Company. Any unexercised portion of an Option shall expire and become null and void as of the end of the option period in which such Option was granted. Section 10. Cancellation of Option and Withdrawal From the Plan. A Participant who holds an Option under the Plan may at any time prior to exercise thereof pursuant to Section 9 cancel the remaining unexercised portion of such Option by written notice delivered to the Treasurer of the Company. Upon such cancellation, the balance in the Participant's withholding account shall be returned to such Participant and he or she shall cease to be a Participant. Partial cancellations shall not be permitted. A Participant may terminate his payroll deduction authorization as of any date by written notice delivered to the Treasurer of the Company and shall thereby cease to be a Participant as of such date. Partial termination of a payroll deduction authorization shall not be permitted, except to the extent expressly permitted by Section 6 of this Plan. Any Participant who voluntarily terminates his or her payroll deduction authorization prior to the last business day of an option period shall be deemed to have cancelled his or her Option for such option period. A Participant who withdraws from the Plan pursuant to this Section 10 may re-enroll as of any subsequent January 1 on which he or she is an Eligible Employee in accordance with the procedure set forth in Section 6 of this Plan; provided, however, that a Participant shall not be permitted to re-enroll in the Plan until a January 1 that is at least one month after the date of his or her withdrawal. Section 11. Termination of Employment. Upon the termination of a Participant's employment with the Company or an Affiliate for any reason, such person shall cease to be a Participant, the Option held by such Participant under the Plan shall be deemed cancelled, the balance of such Participant's withholding account shall be returned to such Participant (or, in the event of the Participant's death, to the executor or administrator of his or her estate) and he or she shall have no further rights under the Plan. All Participants shall have the same rights and privileges under the Plan. Notwithstanding the foregoing, nothing in the Plan shall confer upon any Participant any right to continue in the employ of the Company or an Affiliate or in any way interfere with the right of the Company or an Affiliate to terminate the employment of the Participant at any time, with or without cause. Transfers of employment among the Company and its Affiliates and approved leaves of absence not exceeding 90 days shall not be considered terminations of employment for purposes of this Plan. Section 12. Transferability. An Option granted under the Plan shall not be transferable by the Participant and shall be exercisable only by the Participant. A-3 Section 13. Adjustments Upon Changes in Common Stock. In the event the Company shall effect a split of the Common Stock or declare a dividend payable in Common Stock, or in the event the outstanding Common Stock shall be combined into a smaller number of shares, the maximum number of shares as to which Options may be granted under the Plan shall be increased or decreased proportionately, and the Fair Market Value per share of Common Stock as of the date of grant of all outstanding Options shall be adjusted, for purposes of making the determination required by Section 8 of this Plan, in a manner deemed appropriate by the Board of Directors. In the event of a reclassification of Common Stock not covered by the foregoing, or in the event of a liquidation or reorganization of the Company, including a merger, consolidation or sale of assets, the Board of Directors shall make such adjustments, if any, as it may deem appropriate in the number, purchase price and kind of shares that are covered by Options theretofore granted under the Plan or that are otherwise subject to the Plan. The provisions of this Section shall only be applicable if, and only to the extent that, the application thereof does not conflict with any valid governmental statute, regulation or rule. Section 14. Amendment and Termination of the Plan. Subject to the right of the Board of Directors to terminate the Plan prior thereto, the Plan shall terminate when all or substantially all of the Common Stock reserved for purposes of the Plan has been purchased. No Options may be granted after termination of the Plan. The Board of Directors may alter or amend the Plan but may not without the approval of the shareholders of the Company and of any regulatory authorities having jurisdiction make any alteration or amendment thereof which operates (a) to increase the total number of shares of Common Stock which may be issued under the Plan (other than as provided in Section 13), (b) to modify the criteria for determining the employees (or class of employees) eligible to receive Options under the Plan or (c) to materially increase benefits accruing under the Plan to Participants who are subject to Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act"). No termination or amendment of the Plan shall adversely affect the rights of a Participant under an outstanding Option, except with the consent of such Participant. Section 15. Requirements of Law. The granting of Options and the issuance of Common Stock upon the exercise of an Option shall be subject to all applicable laws, rules and regulations and to such approval by governmental agencies as may be required. Section 16. Effective Date of Amended and Restated Plan. The amended and restated Plan shall become effective, as of the date of its adoption by the Board of Directors, if it is duly approved at the 2003 annual meeting of shareholders of the Company. The affirmative vote of the holders of at least a majority of the shares of Common Stock of the Company present or represented and voting on the proposal to approve the amended Plan at the annual meeting, shall be required to approve the amended and restated Plan. If the amended and restated Plan is not so approved, the terms of the Plan as in effect prior to the effective date of this amended and restated Plan shall remain in full force and effect. Section 17. Rule 16b-3 Compliance. Transactions under this Plan are intended to comply with all applicable conditions of Rule 16b-3 or its successors adopted under the Exchange Act, some of which conditions are not set forth herein. To the extent any provision of the Plan or action by the Committee fails to so comply, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Committee. A-4 EX-5.1 4 d11434exv5w1.htm EX-5.1 OPINION/CONSENT OF FULBRIGHT & JAWORSKI LLP exv5w1

We have acted as counsel for Intervoice, Inc., a Texas corporation (the “Company”), in connection with its filing with the Securities and Exchange Commission of a Registration Statement on Form S-8 (the “Registration Statement”) with respect to the registration under the Securities Act of 1933, as amended (the “Securities Act”), of an additional 500,000 shares of the Company’s common stock, no par value per share (the “Shares”), to be offered upon the terms and subject to the conditions set forth in the Company’s Employee Stock Purchase Plan, as amended (the “Plan”).

We have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Articles of Incorporation and the Bylaws of the Company, each as amended to date (the “Organizational Documents”); (ii) the Plan; (iii) the Registration Statement; and (iv) such certificates, statutes and other instruments and documents as we considered appropriate for purposes of the opinions hereafter expressed. In addition, we reviewed such questions of law as we considered appropriate.

In connection with this opinion, we have assumed that (i) all records, certificates and other instruments submitted to us as originals are authentic and complete; (ii) all records, certificates and other instruments submitted to us as copies conform to the original documents and are authentic and complete; (iii) all statements of fact contained in all records, certificates and other instruments that we have examined are correct; (iv) the Registration Statement, and each amendment thereto, will have become effective; (v) a Section 10(a) prospectus will have been sent or given to all employees as required under the Securities Act and the rules promulgated thereunder; (vi) all Shares will be issued and offered in compliance with applicable federal and state securities laws and in the manner stated in the Registration Statement and the applicable Section 10(a) prospectus; and (vii) at the time of any offering of Shares pursuant to the Plan, the Company will have such number of shares of common stock as set forth in the offering authorized and available for issuance.

Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized and, when issued in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable.

The opinions expressed above are limited by and subject to the following qualifications:

(a) We express no opinion other than as to the federal securities laws of the United States of America and the laws of the State of Texas.

(b) In rendering the opinions expressed herein, we have assumed that, after the date hereof, (i) no material amendment will be made with respect to any Organizational Document and (ii) no action heretofore taken by the Board or Directors in connection with the matters described or referred to herein will be modified, rescinded or withdrawn.

We hereby consent to the statements with respect to the filing of this opinion as an exhibit to the Registration Statement. By giving such consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Intervoice, Inc. Employee Stock Purchase Plan of our report dated May 5, 2003, with respect to the consolidated financial statements and schedule of Intervoice, Inc. included in its Form 10-K for the year ended February 28, 2003, filed with the Securities and Exchange Commission.


SIGNATURES
INDEX TO EXHIBITS
EX-4.1 Employee Stock Puchase Plan
EX-5.1 Opinion/Consent of Fulbright & Jaworski LLP
EX-23.1 Ernst & Young LLP

Table of Contents

Table of Contents

Table of Contents

Table of Contents

(1)		This registration statement also covers an equal number of Preferred Share Purchase Rights issuable pursuant to Intervoice, Inc.’s Rights Agreement, which rights will be transferable only with related shares of Common Stock.

(2)		Pursuant to Rule 416, shares issuable upon any stock split, stock dividend or similar transaction with respect to these shares are also being registered hereunder.

(3)		Estimated solely for the purposes of determining the registration fee pursuant to Rule 457(h) on the basis of the average of the high and low prices for the Common Stock ($9.58) as reported on the Nasdaq National Market on December 16, 2003.


	Re:		Intervoice, Inc.: Registration Statement on Form S-8 under the Securities Act of 1933 (Employee Stock Purchase Plan)


	Very truly yours,

	/s/ FULBRIGHT & JAWORSKI L.L.P.

	FULBRIGHT & JAWORSKI L.L.P.