8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 15, 2005

Intervoice, Inc.

(Exact name of registrant as specified in its charter)

Texas
(State or other jurisdiction
of incorporation) 001-15045
(Commission
File Number) 75-1927578
(IRS Employer
Identification No.)

17811 Waterview Parkway,
Dallas, Texas 75252
(Address, including zip code, of principal executive offices)

Registrant’s telephone number, including area code: (972) 454-8000

Not applicable
(Former name or former address, if changed since last report)

£ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

£ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

£ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

£ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition

      On June 20, 2005 Intervoice, Inc. (the “Company”) issued a press release announcing the Company’s financial results with respect to the fiscal quarter ended May 31, 2005.

      The foregoing is qualified by reference to Exhibit 99.1 to this Current Report on Form 8-K, which is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure

      On June 15, 2005, the Company issued a press release announcing that the Company received an order valued at approximately $5.8 million from an international distributor for its new Omvia® Media Exchange solution.

      The foregoing is qualified by reference to Exhibit 99.2 to this Current Report on Form 8-K, which is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

      (a) Financial Statements of Business Acquired.

      Not applicable.

      (b) Pro Forma Financial Information.

      Not applicable.

      (c) Exhibits.

Exhibit
Number	Exhibit Title
99.1	Press release of the Company dated June 20, 2005 announcing the Company’s financial results with respect to the fiscal quarter ended May 31, 2005
99.2	Press release of the Company dated June 15, 2005 announcing a $5.8 million order from an international distributor

SIGNATURE

      Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

INTERVOICE, INC.
By:	/s/ Craig E. Holmes
	Craig E. Holmes
	Executive Vice President and Chief Financial Officer

Date: June 20, 2005

EXHIBIT INDEX

Exhibit
Number	Exhibit Title
99.1	Press release of the Company dated June 20, 2005 announcing the Company’s financial results with respect to the fiscal quarter ended May 31, 2005
99.2	Press release of the Company dated June 15, 2005 announcing a $5.8 million order from an international distributor

EX-99.1

Exhibit 99.1

CONTACT
Intervoice, Inc.
Corbin Baumel
+ 1 (972) 454-8737 FOR IMMEDIATE RELEASE

26-05

Intervoice Announces Results for the First Quarter of Fiscal 2006
Sales of $43.3 Million and Net Income of $0.10 Per Diluted Share

DALLAS — June 20, 2005 — Intervoice, Inc. (NASDAQ: INTV) today reported revenues of $43.3 million for its first fiscal quarter ended May 31, 2005, a 3.2 percent increase from $41.9 million of revenues posted in the same quarter last year. Net income for the first quarter of fiscal 2006 was $3.9 million, or $0.10 per diluted share. Net income reflects a 23 percent improvement from net income of $3.2 million, or $0.08 per diluted share, posted in the first quarter of last year.

Cash balances increased by $1.2 million to $61.4 million during the first quarter of fiscal 2006, and the Company reduced its total debt balance to zero through repayments totaling $1.7 million. Working capital increased from $43.8 million at February 28, 2005 to $47.5 million at May 31, 2005.

“Our financial strength and profitability provide a strong foundation for growth,” said Craig Holmes, the Company’s Executive Vice President and Chief Financial Officer. “I am pleased that our business model continued to deliver solid profitability during a challenging quarter.”

The Company’s solutions backlog of $28.5 million at May 31, 2005, is down from $43.2 million at May 31, 2004 and down from $35.4 million at the end of last quarter. The Company’s May 31, 2005 backlog excludes a purchase order for $5.8 million received prior to quarter end for which the associated signed contract was not received until after quarter end.

“The current softness in the market for our enterprise solutions is disappointing, but we are very pleased with our sales and pipeline for our new Omvia Media Exchange solution,” said Bob Ritchey, the Company’s President and CEO. “We believe the Company’s long-term outlook continues to be favorable, and I currently believe revenues for the second quarter of fiscal 2006 will be in the $40 million to $45 million range. I look forward to discussing details of our first fiscal quarter and outlook for the future in tomorrow’s conference call with investors.”

The Company has scheduled a conference call for 9:00 a.m. central time on Tuesday, June 21, 2005, to discuss its first fiscal quarter results and its outlook for the future. To participate in the call, dial 719-457-2637. The conference call confirmation code is 4244375. A webcast and replay of the call will be available at the Company’s Web site: www.intervoice.com.

Intervoice has included in this press release certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 concerning its business and operations that are based on management’s current beliefs. All statements other than statements of historical fact in this press release are forward–looking statements. Readers are cautioned to read the risks and uncertainties, described in the Company’s filings with the Securities and Exchange Commission, including without limitation, the risks and uncertainties set forth under the caption entitled “Cautionary Disclosures to Qualify Forward Looking Statements” in the Company’s Annual Report filed on Form 10-K and Quarterly Reports filed on Form 10-Q. Intervoice cautions current and potential investors that such risks and uncertainties could result in material differences from the forward-looking statements in this press release.

About Intervoice
Intervoice, Inc. (NASDAQ: INTV) provides leading enterprises and network operators with the platform, software, applications and services necessary to optimize the customer experience through voice automation solutions. Omvia®, the open, standards-based Intervoice product suite, offers unparalleled flexibility for advanced multi-media messaging, portal, IVR and payment applications. The Company’s two market units focus on enterprise and network markets, providing solutions that improve operational efficiencies, drive revenue and increase customer satisfaction and loyalty. Building on more than 20 years of systems integration and service delivery experience, the Professional Services Agility Suite from Intervoice is designed to provide proven best practices toward design, implementation, and optimization of voice applications. Intervoice systems have been proven in more than 23,000 implementations worldwide at companies across a variety of industries including: Ameritrade, Amtrak, Atmos Energy, Citibank, CSX Transportation, MasterCard, O2, Rogers Wireless, SBC, Travelocity, Verizon and Vodafone. A Microsoft Certified Partner and Certified Partner for Learning Solutions, Intervoice is headquartered in Dallas with offices in Europe, the Middle East, South America, Africa and Asia-Pacific. For more information, visit www.intervoice.com.

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2

INTERVOICE, INC.
CONSOLIDATED BALANCE SHEETS

	(In Thousands, Except Share and Per Share Data)
ASSETS	May 31, 2005			February 28, 2005
	(Unaudited)
Current Assets
Cash and cash equivalents	$	61,416		$	60,242
Trade accounts receivable, net of allowance for doubtful accounts of $1,008 in fiscal 2006 and $799 in fiscal 2005		30,781			32,605
Inventory		8,290			7,642
Prepaid expenses and other current assets		4,134			4,339
		104,621			104,828
Property and Equipment
Land and buildings		16,915			16,932
Computer equipment and software		49,011			46,514
Furniture, fixtures and other		3,226			3,345
Service equipment		9,160			9,267
		78,312			76,058
Less allowance for depreciation		54,809			54,303
		23,503			21,755
Other Assets
Intangible assets, net of accumulated amortization of $16,161 in fiscal 2006 and $15,840 in fiscal 2005		4,686			4,707
Goodwill		3,401			3,401
Other assets		168			168
	$	136,379		$	134,859
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable	$	9,777		$	11,485
Accrued expenses		8,689			13,745
Customer deposits		7,461			6,871
Deferred income		26,813			24,448
Current portion of long-term borrowings		—			400
Income Taxes payable		4,404			4,129
		57,144			61,078
Long-Term Borrowings		—			1,333
Stockholders’ Equity
Preferred stock, $100 par value—2,000,000 shares authorized: none issued
Common stock, no par value, at nominal assigned value—62,000,000 shares authorized: 38,076,411 issued and outstanding in fiscal 2006 and 37,196,216 issued and outstanding in fiscal 2005		19			19
Additional capital		89,414			85,421
Accumulated deficit		(9,012	)		(12,931	)
Accumulated other comprehensive loss		(1,186	)		(61	)
Stockholders’ equity		79,235			72,448
	$	136,379		$	134,859

3

INTERVOICE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

	(In Thousands, Except Per Share Data)
	Three Months Ended
	May 31, 2005			May 31, 2004
Sales
Solutions	$	21,370		$	21,145
Recurring services		21,893			20,771
		43,263			41,916
Cost of goods sold
Solutions		12,804			11,980
Recurring services		6,112			7,081
		18,916			19,061
Gross margin
Solutions		8,566			9,165
Recurring services		15,781			13,690
		24,347			22,855
Research and development expenses		4,195			3,743
Selling, general and administrative expenses		15,433			14,152
Amortization of acquisition related intangible assets		252			705
Income from operations		4,467			4,255
Other income (expense)		623			367
Interest expense		(25	)		(274	)
Income before taxes		5,065			4,348
Income taxes		1,146			1,171
Net income	$	3,919		$	3,177
Net income per share — basic	$	0.10		$	0.09
Shares used in basic per share computation		37,530			35,847
Net income per share — diluted	$	0.10		$	0.08
Shares used in diluted per share computation		39,103			38,484

4

INTERVOICE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

	(In Thousands)
	Three Months Ended
	May 31, 2005			May 31, 2004
Operating activities
Net income	$	3,919		$	3,177
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization		1,722			2,284
Other changes in operating activities		(2,669	)		(836	)
Net cash provided by operating activities		2,972			4,625
Investing activities
Purchases of property and equipment		(3,132	)		(933	)
Other		(300	)		—
Net cash used in investing activities		(3,432	)		(933	)
Financing activities
Paydown of debt		(1,733	)		(500	)
Premium on early extinguishment of debt		—			(5	)
Exercise of stock options		1,493			1,583
Exercise of warrants		2,500			—
Net cash provided by financing activities		2,260			1,078
Effect of exchange rates on cash		(626	)		(141	)
Increase in cash and cash equivalents		1,174			4,629
Cash and cash equivalents, beginning of period		60,242			40,859
Cash and cash equivalents, end of period	$	61,416		$	45,488

5

INTERVOICE, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(Unaudited)

(In Thousands, Except Share Data)

										Accumulated Other
	Common Stock				Additional		Accumulated			Comprehensive
	Shares		Amount		Capital		Deficit			Loss			Total
Balance at February 28, 2005		37,196,216	$	19	$	85,421	$	(12,931	)	$	(61	)	$	72,448
Net income		—		—		—		3,919			—			3,919
Foreign currency translation Adjustment		—		—		—		—			(1,125	)		(1,125	)
Comprehensive income														2,794
Exercise of stock options		258,891		—		1,493		—			—			1,493
Exercise of warrants		621,304		—		2,500		—			—			2,500
Balance at May 31, 2005		38,076,411	$	19	$	89,414	$	(9,012	)	$	(1,186	)	$	79,235

6

INTERVOICE, INC.
REVENUES BY PRODUCT AND GEOGRAPHY
FOR THE QUARTER ENDED MAY 31, 2005
(Unaudited)
(In thousands)

	North				Rest of
	America				World				Total
Solutions	$	9,527	44.6	%	$	11,843	55.4	%	$	21,370	100.0	%
Customer and Software Support		10,945	70.9	%		4,490	29.1	%		15,435	100.0	%
Managed Services		2,608	40.4	%		3,850	59.6	%		6,458	100.0	%
Total Sales	$	23,080	53.3	%	$	20,183	46.7	%	$	43,263	100.0	%
Voice Automation/IVR									$	10,708	24.8	%
Network Portal										3,484	8.0	%
Messaging										4,848	11.2	%
Payment										2,330	5.4	%
Total Solutions										21,370	49.4	%
Customer and
Software Support										15,435	35.7	%
Managed Services										6,458	14.9	%
Total Recurring Services										21,893	50.6	%
Total Sales									$	43,263	100.0	%

7

EX-99.2

Exhibit 99.2

MEDIA CONTACT
Intervoice, Inc.
Stephanie Leonard
+ 1 (972) 454-8231
stephanie.leonard@intervoice.com

24-05 FOR IMMEDIATE RELEASE

Intervoice Secures $5.8M Order from International Distributor to
Deploy Enhanced Messaging Services in Latin America

New Customer Sale of Omvia® Media Exchange Solution; Addressing Growing
Momentum of Wireless Telecommunications Services in Latin America

DALLAS — June 15, 2005 — Intervoice, Inc. (Nasdaq: INTV), the world leader in converged voice and data solutions, today announced that it has executed a contract and received an order valued at approximately $5.8 million from an international distributor for its new Omvia® Media Exchange solution, an IP-based multimedia enhanced services solution. The solution is expected to be deployed as part of a national GSM network in Latin America over the next five months. The Omvia Media Exchange platform will allow the customer to provide advanced services such as unified messaging, MMS and voice automation as well as portal access to a variety of content including individual calendars. Validating the Company’s continued focus on the global network market, Intervoice expects to implement the solution during the second and third quarters of Fiscal 2006.

“This sale further demonstrates market acceptance and momentum of our new Omvia Media Exchange product,” said Bob Ritchey, Intervoice’s President and Chief Executive Officer. “We are also excited about the first deployment of Omvia Media Exchange in the Latin American marketplace utilizing a Spanish voice user interface (VUI).”

Omvia Media Exchange is designed to help reduce subscriber churn, increase loyalty and to reduce both acquisition and operational costs. Omvia Media Exchange offers an attractive suite of multimedia applications – such as voice-navigated messaging, custom ringback tones, email, fax, images and video – all from a single subscriber mailbox with an intuitive, easy-to-use self-service portal. The advanced features of the Omvia Media Exchange solution enables telecommunications providers to better serve their customer base by providing multiple access methods for extended media.

The solution provides leading-edge services such as the advanced speech navigation of voice mail, text-to-speech-based email retrieval and deposit as well as voice-to-MMS push/pull.

Adding to these customer-oriented application choices is simple as Omvia Media Exchange incorporates a flexible service creation environment that encourages the development and deployment of a wide range of applications quickly and seamlessly without interrupting current services. The IP-based platform from Intervoice provides a comprehensive set of subscriber log-ins, profiles, contacts and greetings with centralized storage of all subscriber information and a customizable mix of multimedia options, from messaging and voice activated dialing to multiple language options and web user interfaces that dynamically enables service providers to add, delete or modify services based on market feedback or changing trends.

It is not unusual for Intervoice to receive a commitment of this size, and the announcement of this commitment, or any commitment, is not indicative of Intervoice revenues for any fiscal reporting period.

About Intervoice
Intervoice, Inc. (NASDAQ: INTV) provides leading enterprises, network operators and developers with the platform, software, applications and services necessary to optimize the customer experience through voice automation solutions. Omvia®, the open, standards-based Intervoice product suite, offers unparalleled flexibility for advanced multi-media messaging, portal, IVR and payment applications. The Company’s two business units focus on enterprise and network markets, providing solutions that improve operational efficiencies, drive revenue and increase customer satisfaction and loyalty. Building on more than 20 years of systems integration and service delivery experience, the Professional Services Agility Suite from Intervoice is designed to provide proven best practices toward design, implementation, and optimization of voice applications. Intervoice systems are proven in more than 23,000 implementations worldwide across all industries including: Ameritrade, Amtrak, Atmos Energy, Citibank, CSX Transportation, MasterCard, O2, Rogers Wireless, SBC, Travelocity, Verizon and Vodafone. A Microsoft Certified Partner and Certified Partner for Learning Solutions, Intervoice is headquartered in Dallas with offices in Europe, the Middle East, South America, Africa and Asia-Pacific. For more information, visit www.intervoice.com.

# # #