S-8

As filed with the Securities and Exchange Commission on May 6, 2008.

Registration No. 333-____________

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

INTERVOICE, INC.

(Exact Name of Registrant as Specified in Its Charter)

Texas	75-1027578
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
17811 Waterview Parkway	75252
Dallas, Texas	(Zip Code)
(Address of Principal Executive Offices)

INTERVOICE, INC. 2007 STOCK INCENTIVE PLAN

(Full Title of the Plan)

Office of the General Counsel
Intervoice, Inc.
17811 Waterview Parkway
Dallas, Texas 75252
(Name and Address of Agent For Service)
(972) 454-8708
(Telephone Number, Including Area Code, of Agent For Service)
Copies to:
David E. Morrison, Esq.
Fulbright & Jaworski L.L.P.
2200 Ross Avenue Suite 2800
Dallas, Texas 75201
Telephone: (214) 855-8000
Facsimile: (214) 855-8200

Large accelerated filer o	Accelerated filer þ
Non-accelerated filer o	Smaller reporting company o

CALCULATION OF REGISTRATION FEE

Title of Each Class		Proposed Maximum	Proposed Maximum
of Securities To Be	Amount To Be Registered (2)	Offering Price Per	Aggregate Offering	Amount of
Registered (1)		Share (3)	Price (3)	Registration Fee
Common Stock, no par value per share	410,740 shares	$6.31	$2,589,716	$102

(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 under the Securities Act of 1933, as amended, 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 purpose of determining the registration fee in accordance with Rule 457(h) under the Securities Act of 1933, as amended. Pursuant to Rule 457(h), this estimate is based upon the average of the high and low prices of the Registrant’s common stock, no par value per share, on April 29, 2008 (as reported on The NASDAQ Global Select Market).

EXPLANATORY NOTE

     Pursuant to General Instruction E to Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement is filed by Intervoice, Inc. (the “Registrant”) for the purpose of registering additional shares of Registrant’s common stock, no par value per share (“Common Stock”), issuable pursuant to the Intervoice, Inc. 2007 Stock Incentive Plan (the “Plan”). The additional shares of Common Stock have become issuable pursuant to the terms of the Plan as the result of such shares’ ceasing to be subject to awards under certain other of Registrant’s employee benefit plans. The contents of Registrant’s Registration Statement (the “Prior Registration Statement”) on Form S-8, Registration No. 333-146754, filed with the Securities and Exchange Commission (the “Commission”) on October 17, 2007, including the documents incorporated by reference therein, are incorporated by reference into this Registration Statement, except as amended hereby.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents, which were filed by Intervoice, Inc. (the “Registrant”), with the Securities and Exchange Commission (the “Commission”), and any future filings made by the Registrant with the Commission under Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), 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 in this Registration Statement and to be a part hereof from the date of filing of such documents:

1. Annual Report on Form 10-K for the fiscal year ended February 29, 2008, filed with the Commission on April 24, 2008;

2. Current Report on Form 8-K, dated February 26, 2008, filed with the Commission on March 3, 2008;

3. Current Report on Form 8-K, dated February 29, 2008, filed with the Commission on March 6, 2008;

4. Current Report on Form 8-K, dated April 10, 2008, filed with the Commission on April 10, 2008; and

5. The description of the Registrant’s common stock, no par value per share (the “Common Stock”), contained in the Registrant’s Registration Statement on Form 8-A filed by the Registrant with the Commission pursuant to Section 12 of the Exchange Act on May 27, 1997, including any amendments or reports filed for the purpose of updating such description.

Item 4. Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     Not applicable.

Item 6. Indemnification of Directors and Officers.

Texas Business Corporation Act

     Article 2.02-1 of the Texas Business Corporation Act ( the “TBCA”) allows a Texas corporation to indemnify a person who was, is, or is threatened to be made a defendant or respondent in a proceeding because the person is or was a director if it is determined that the person (1) conducted himself in good faith, (2) reasonably believed that his conduct in his official capacity as director was in the best interest of the corporation and in all other cases was at least not opposed to the corporation’s best interest, and (3) in the case of any criminal proceeding, had no reasonable cause to believe his conduct was unlawful. Indemnification under Article 2.02-1 of the TBCA may be made for judgments, penalties, fines, settlements, and reasonable expenses actually incurred by the person in connection with the proceeding, subject to limitations provided therein. Article 2.02-1(H) of the TBCA requires indemnification of a defendant / respondent director against reasonable expenses incurred by him in connection with a proceeding in which he has been wholly successful, on the merits or otherwise, in the defense of the proceeding.

     To the same extent as a director, Article 2.02-1(O) of the TBCA provides that an officer of the corporation shall be indemnified against reasonable expenses incurred by him in connection with a proceeding in which he is a named defendant or respondent because he is or was an officer if he was wholly successful, on the merits or otherwise, in the defense of the proceeding.

     In addition, Article 2.01-1 of the TBCA allows a corporation in certain circumstances to pay in advance any expenses, including attorneys’ fees, reasonably incurred by such present or former officer and director in defending such proceeding.

Texas Miscellaneous Corporation Laws Act

     Article 1302-7.06 of the Texas Miscellaneous Corporation Laws Act (the “TMCLA”) permits shareholders of a Texas corporation to amend its articles of incorporation to provide that directors of the corporation are not liable to the corporation or its shareholders for monetary damages for an act or omission in the directors’ capacity as directors, but such an amendment cannot eliminate or limit the liability of a director for certain types of acts or omissions set forth in Article 1302-7.06 of the TMCLA.

Articles of Incorporation and Bylaws

     Article 8 of the Registrant’s third restated bylaws provides for the indemnification of current and former directors and officers of the Registrant to the extent permitted by Article 2.02-1 of the TBCA, and the Registrant’s articles of incorporation do not restrict the circumstances under which the Registrant is permitted or required to provide such indemnification, by insurance or otherwise. In addition, Article 13 of the Registrant’s articles of incorporation, as amended, eliminates the liability of the Registrant’s directors for monetary damages to the Registrant and its shareholders to the extent permitted by Article 1302-7.06.

Employment Agreements

     The Registrant has entered into employment agreements with certain of its officers that also provide for such indemnification and expenses and liability reimbursement. These agreements require the Registrant to indemnify such persons against liabilities that may arise by reason of their status or service as officers (and with respect to Craig E. Holmes and James A. Milton, out of events, practices or representations concerning the Registrant before Mr. Holmes or Mr. Milton, as applicable, became employed by the Registrant), provided that such persons acted in a manner which they reasonably believed to be in or not opposed to the best interests of the Registrant, and with respect to any criminal action or proceeding, such persons had no reasonable cause to believe their conduct was unlawful, and to advance their expenses incurred as a result of any proceeding against them as to which they could be indemnified.

     Pursuant to a letter agreement entered into between the Registrant and David W. Brandenburg on November 18, 2004, the Registrant agreed to indemnify Mr. Brandenburg to the extent permitted by the Registrant’s third restated bylaws. In addition, pursuant to such letter agreement, the Registrant agreed to cause Mr. Brandenburg to be provided insurance coverage equal in scope and amount to any other director or officer of the Registrant in any

then-existing or future director and officer insurance policies for a period of not less than five years after the date of the letter agreement.

Insurance

     The Registrant maintains a directors’ and officers’ liability insurance policy insuring its directors and officers against certain liabilities and expenses incurred by them in their capacities as such.

Item 7. Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits.

     The exhibits to the Registration Statement are listed in the Exhibit Index to this Registration Statement and are incorporated herein by reference.

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:

     (i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

     (ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this 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 end 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 a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in this Registration Statement; and

     (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act, that are incorporated by reference in this Registration Statement.

     2. That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, 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.

     (b) The undersigned Registrant hereby 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 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 this 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 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.

SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe 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, State of Texas, on this 6th day of May, 2008.

INTERVOICE, INC.
By:	/s/ Robert E. Ritchey
	Robert E. Ritchey
	Chief Executive Officer

POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENT, that each individual whose signature appears below constitutes and appoints Robert E. Ritchey and Craig E. Holmes, and each of them, his true and lawful attorney-in-fact and agent, 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 all exhibits thereto and other documents in connection therewith, with the Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person hereby ratifying and confirming that said attorney-in-fact and agent or his substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/ Robert E. Ritchey Robert E. Ritchey	Chief Executive Officer and Director (Principal Executive Officer)	May 6, 2008
/s/ Craig E. Holmes Craig E. Holmes	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	May 6, 2008
/s/ Charles E. McDonald Charles E. McDonald	Chief Accounting Officer (Principal Accounting Officer)	May 6, 2008
/s/ David W. Brandenburg David W. Brandenburg	Chairman of the Board	April 24, 2008
/s/ Michael J. Willner Michael J. Willner	Vice-Chairman of the Board	April 24, 2008
/s/ Timothy W. Harris Timothy W. Harris	Director	April 24, 2008
/s/ Gerald F. Montry Gerald F. Montry	Director	April 24, 2008

Signature	Title	Date
/s/ George C. Platt George C. Platt	Director	April 24, 2008
/s/ Donald B. Reed Donald B. Reed	Director	April 24, 2008

EXHIBIT INDEX

Exhibit Number		Description of Exhibit
4.1	—	Articles of Incorporation, as amended, which is incorporated by reference to Exhibits to the Registrant’s 1995 Annual Report on Form 10-K for the fiscal year ended February 28, 1995, filed with the Commission on May 30, 1995.
4.2	—	Amendment to Articles of Incorporation, which is incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended August 31, 1999, filed with the Commission on October 14, 1999.
4.3	—	Amendment to Articles of Incorporation, which is incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended August 31, 2002, filed with the Commission on October 15, 2002.
4.4	—	Third Restated Bylaws of the Registrant, which is incorporated by reference to Exhibit 3.4 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended August 31, 2004, filed with the Commission on October 12, 2004.
4.5	—	Third Amended and Restated Rights Agreement dated as of May 1, 2001 between the Registrant and Computershare Investor Services, LLC, as Rights Agent, which is incorporated by reference to Exhibit 4 to the Registrant’s Form 8-A/A (Amendment 3), filed with the Commission on May 9, 2001.
4.6	—	First Amendment to Third Amended and Restated Rights Agreement dated as of May 29, 2002, between the Registrant and Computershare Investor Services, LLC, as Rights Agent, which is incorporated by reference to Exhibit 4.5 to the Registrant’s Current Report on Form 8-K, filed with the Commission on May 30, 2002.
4.7	—	Intervoice, Inc. 2007 Stock Incentive Plan, which is incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on June 1, 2007.
5.1*	—	Opinion of Fulbright & Jaworski L.L.P. as to the additional 410,740 shares under the Intervoice, Inc. 2007 Stock Incentive Plan.
23.1*	—	Consent of Fulbright & Jaworski L.L.P. (included as part of Exhibit 5.1).
23.2*	—	Consent of Grant Thornton LLP.
23.3*	—	Consent of Ernst & Young LLP.
24.1*	—	Power of Attorney (included with signature page of this Registration Statement).

* Filed herewith.

EX-5.1

Exhibit 5.1

May 6, 2008

Intervoice, Inc.
17811 Waterview Parkway
Dallas, Texas 75252

          Re: Intervoice, Inc. — Registration Statement on Form S-8 (Additional Shares Under 2007 Stock Incentive Plan)

Ladies and Gentlemen:

     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 410,740 shares (the “Shares”) of the Company’s common stock, no par value per share (the “Common Stock”), to be offered upon the terms and conditions set forth in the Intervoice, Inc. 2007 Stock Incentive Plan (the “Plan”).

     We have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Articles of Incorporation and the Third Restated Bylaws of the Company, each as amended to date (the “Organizational Documents”); (ii) the Plan; (iii) the Registration Statement; (iv) the applicable resolutions of the Company’s board of directors and shareholders; and (v) 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 signatures and documents submitted to us are genuine; (iii) all records, certificates and other instruments submitted to us as copies conform to the original documents and are authentic and complete; (iv) all statements of fact contained in all records, certificates and other instruments that we have examined are correct; (v) the Registration Statement, and each amendment thereto, will have become effective; (vi) a Section 10(a) prospectus will have been sent or given to all employees and other required persons as required under the Securities Act and the rules promulgated thereunder; (vii) 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 (viii) 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 on the foregoing and subject to the qualifications set forth herein, 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 have assumed that, in connection with the issuance of the Shares, the Company will receive the full consideration for the Shares as provided in the Plan (which consideration will be at least equal to the par value thereof);

     (b) 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; and

     (c) 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 Company’s board of directors in connection with the matters described or referred to herein will be modified, rescinded or withdrawn.

Intervoice, Inc.
May 6, 2008
Page 2

     We hereby consent 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.

Very truly yours,
 

/s/ Fulbright & Jaworski L.L.P.  

FULBRIGHT & JAWORSKI L.L.P. 

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

     We have issued our reports dated April 24, 2008 with respect to the consolidated financial statements, schedules, and internal control over financial reporting of Intervoice Inc. included on Form 10-K for the year ended February 29, 2008, which are incorporated by reference in this Registration Statement pertaining to the Intervoice, Inc. 2007 Stock Incentive Plan. We hereby consent to the incorporation by reference in the Registration Statement of the aforementioned reports.

Grant Thornton LLP

Dallas, Texas
May 5, 2008

EX-23.3

Exhibit 23.3

Consent of Independent Registered Public Accounting Firm

     We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Intervoice, Inc. 2007 Stock Incentive Plan of our report dated May 8, 2007 with respect to the consolidated financial statements of Intervoice, Inc. for the year ended February 28, 2007 included in its Annual Report (Form 10-K) for the year ended February 29, 2008 filed with the Securities and Exchange Commission.

Ernst & Young LLP

Dallas, Texas
May 1, 2008