0000950134-95-002338.txt : 19950926 0000950134-95-002338.hdr.sgml : 19950926 ACCESSION NUMBER: 0000950134-95-002338 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19950922 EFFECTIVENESS DATE: 19951011 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERVOICE INC CENTRAL INDEX KEY: 0000764244 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 751927578 STATE OF INCORPORATION: TX FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-62863 FILM NUMBER: 95575693 BUSINESS ADDRESS: STREET 1: 17811 WATERVIEW PKWY CITY: DALLAS STATE: TX ZIP: 75255 BUSINESS PHONE: 2146693988 S-8 1 FORM S-8 1 As filed with the Securities and Exchange Commission on September 22, 1995 Registration Statement No. 33- ================================================================================ 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 75-1927578 (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization) 17811 WATERVIEW PARKWAY DALLAS, TEXAS 75252 (Address of Principal Executive Offices) (Zip Code) _______________________ INTERVOICE, INC. RESTRICTED STOCK PLAN (Full title of the Plan) _______________________ ROB-ROY J. GRAHAM Copy to: CHIEF FINANCIAL OFFICER SAM P. BURFORD, JR. AND SECRETARY THOMPSON & KNIGHT INTERVOICE, INC. A PROFESSIONAL CORPORATION 17811 WATERVIEW PARKWAY 1700 PACIFIC AVENUE DALLAS, TEXAS 75252 SUITE 3300 (Name and address of agent for service) DALLAS, TEXAS 75201 (214) 969-1700 (214) 454-8000 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------- Title of Proposed Proposed Maximum Amount Securities Amount Maximum Aggregate of to be to be Offering Price Offering Registration Registered(1) Registered(2) per Share(3) Price(3) Fee ----------------------------------------------------------------------------------------------------------- Common Stock, no par value 500,000 shares $23.75 $11,875,000 $4,094.83 per share -----------------------------------------------------------------------------------------------------------
(1) This registration statement also covers an equal number of Preferred Share Purchase Rights issuable pursuant to InterVoice'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, shares issuable upon any stock split, stock dividend or similar transaction with respect to these shares are also being registered hereunder. (3) Computed in accordance with Rule 457(h) under the Securities Act of 1933 on the basis of the average of the high and low sales prices of the Common Stock on the National Association of Securities Dealers Automated Quotation National Market System on September 19, 1995. ================================================================================ 2 PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Item 1. Plan Information.* Item 2. Registrant Information and Employee Plan Annual Information.* _____________ * Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933 and the Note to Part I of Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents filed by the Registrant with the Securities and Exchange Commission are incorporated by reference in this Registration Statement: (1) The Registrant's Annual Report on Form 10-K for the fiscal year ended February 28, 1995; (2) All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since February 28, 1995; (3) The description of the Common Stock of the Registrant contained in the Registration Statement filed under Section 12 of the Securities Exchange Act of 1934 (Registration No. 0-13616), as filed with the Securities and Exchange Commission on May 23, 1985, including any amendment or report filed for the purpose of updating such description; and (4) The description of the Preferred Share Purchase Rights (which rights are transferable only with related shares of Common Stock) contained in the Registration Statement filed under Section 12 of the Securities Exchange Act of 1934 (Registration No. 0-13616), as filed with the Securities and Exchange Commission on May 10, 1991, including any amendment or report filed for the purpose of updating such description. All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, 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. 3 Item 6. Indemnification of Directors and Officers. The Registrant is a Texas corporation. Article 1302-7.06 of the Texas Miscellaneous Corporation Laws Act authorizes Texas corporations, such as the Registrant, to eliminate or limit, pursuant to a provision in their articles of incorporation, the liability of a director thereof to the corporation and its shareholders for certain acts or omissions in the director's capacity as a director, subject to certain limitations. Article XIII of the Registrant's Articles of Incorporation, as amended (the "Articles of Incorporation"), eliminates the liability of directors of the Registrant for monetary damages for certain acts or omissions, subject to certain limitations. Article 2.02-1 of the Texas Business Corporation Act permits (and in certain circumstances requires) Texas corporations, such as the Registrant, to indemnify directors and officers thereof under certain conditions and subject to certain limitations. Section 8.7 of the Registrant's Second Restated Bylaws, as amended (the "Bylaws"), and Article XII of the Articles of Incorporation, provide for indemnification of directors and officers of the Registrant, subject to certain limitations. 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. The foregoing summaries are necessarily subject to the complete text of the statutes, the Articles of Incorporation, the Bylaws and insurance policy referred to above and are qualified in their entirety by reference thereto. Item 8. Exhibits. The following documents are filed as exhibits to this Registration Statement:
Exhibit No. Description ----------- ----------- 4.1 InterVoice, Inc. Restricted Stock Plan. 5.1 Opinion of Thompson & Knight, A Professional Corporation. 23.1 Consent of Thompson & Knight, A Professional Corporation (included in the opinion of Thompson & Knight, P.C. filed herewith as Exhibit 5.1). 23.2 Consent of Ernst & Young LLP, independent public accountants, to incorporation of report by reference. 24.1 Power of Attorney (included on signature page of this Registration Statement).
-2- 4 Item 9. Undertakings. (a) The 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 of 1933; (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 thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth 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) shall not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this 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. (b) The Registrant hereby further 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 Section 15(d) of the Securities Exchange Act of 1934 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. (h) 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 Securities and Exchange 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, -3- 5 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. -4- 6 SIGNATURES The Registrant. 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, State of Texas on the 21st day of September, 1995. INTERVOICE, INC. (Registrant) By: /s/ DANIEL D. HAMMOND ---------------------------------- Daniel D. Hammond, Chairman of the Board of Directors and Chief Executive Officer KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and officers of InterVoice, Inc. hereby constitutes and appoints Daniel D. Hammond and Rob-Roy J. Graham, his true and lawful attorneys-in-fact and agents, each acting alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or 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 Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, 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, each acting alone, or his substitutes, may lawfully do or cause to be done by virtue hereof. 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. -5- 7
Signature Title Date --------- ----- ---- /s/ DANIEL D. HAMMOND Chairman of the Board of Directors September 21, 1995 ----------------------------------------- and Chief Executive Officer Daniel D. Hammond (principal executive officer) /s/ MICHAEL W. BARKER President and Chief Operating September 21, 1995 ----------------------------------------- Officer and Director Michael W. Barker /s/ ROB-ROY J. GRAHAM Chief Financial Officer September 21, 1995 ----------------------------------------- and Secretary Rob-Roy J. Graham (principal financial officer and principal accounting officer) /s/ JOSEPH J. PIETROPAOLO Director September 21, 1995 ----------------------------------------- Joseph J. Pietropaolo /s/ GEORGE C. PLATT Director September 21, 1995 ----------------------------------------- George C. Platt /s/ GERALD F. MONTRY Director September 21, 1995 ----------------------------------------- Gerald F. Montry
-6- 8 INDEX TO EXHIBITS
Exhibit Number Exhibit ------ ------- 4.1 InterVoice, Inc. Restricted Stock Plan. 5.1 Opinion of Thompson & Knight, A Professional Corporation. 23.1 Consent of Thompson & Knight, A Professional Corporation (included in the opinion of Thompson & Knight, P.C. filed herewith as Exhibit 5.1). 23.2 Consent of Ernst & Young LLP, independent public accountants, to incorporation of report by reference. 24.1 Power of Attorney (included on signature page of this Registration Statement).
-7- EX-4.1 2 RESTRICTED STOCK PLAN 1 INTERVOICE, INC. RESTRICTED STOCK PLAN SECTION I. PURPOSE The purpose of the InterVoice, Inc. Restricted Stock Plan (the "Plan") is to encourage and enable key employees of InterVoice, Inc. (the "Company") and its subsidiaries, upon whose judgment, initiative and efforts the Company largely depends for the successful conduct of its business, to remain with and devote their best efforts to the business of the Company, thereby advancing the interests of the Company and its stockholders. Accordingly, the Company may award bonuses in the form of Common Stock of the Company, no par value per share ("Stock") subject to the restrictions set forth in Section V ("Restricted Stock"), as hereinafter set forth. SECTION II. ADMINISTRATION OF THE PLAN The Plan shall be administered by a committee (the "Committee") of three or more directors of the Company appointed by the Board of Directors. Members of the Committee shall not, within one year prior to their appointment to the Committee, have been granted or awarded equity securities pursuant to the Plan or pursuant to any other stock option or stock plan of the Company or any parent or subsidiary corporation of the Company, other than participation in, or awards of securities pursuant to, formula plans such as the Company's 1990 Nonqualified Stock Option Plan for Non-Employees. The Committee shall have sole authority to determine the employees who are to be awarded Restricted Stock from among those eligible hereunder and to establish the number of shares to be awarded to each in the form of Restricted Stock after taking into consideration the position held, the duties performed, the compensation received, the services expected to be rendered by such employee and other relevant factors. The Committee is authorized to interpret the Plan, and may from time to time adopt such rules and regulations, not inconsistent with the provisions of the Plan, as it may deem advisable to carry out the Plan. A majority of the Committee shall constitute a quorum and the acts of a majority of the members present at any meeting at which a quorum is present, or acts approved in writing by a majority of the Committee, shall be deemed the acts of the Committee. All decisions made by the Committee in selecting the employees to whom Restricted Stock shall be awarded, in establishing the number of shares which may be awarded as Restricted Stock to employees and in construing the provisions of the Plan shall be final. No member of the Committee shall be liable for any action taken, failure to act, determination or interpretation made in good faith with respect to the Plan or any Restricted Stock awarded under the Plan. SECTION III. SHARES SUBJECT TO THE PLAN The aggregate number of shares of Stock awarded in the form of Restricted Stock under this Plan shall not exceed 500,000 shares. Such shares of Stock may consist of authorized but unissued shares of Stock or previously issued shares of Stock reacquired by the Company. Any of such shares of Stock which remain unissued and which have not been awarded in the form of Restricted Stock at the termination of the Plan shall cease to be subject to the Plan. Should any Stock previously awarded as Restricted Stock be forfeited, the shares of Restricted Stock so forfeited will again be available for grant or award under the Plan. The aggregate number of shares of Stock which may be issued under the Plan shall be subject to adjustment as provided in Section VI hereof. SECTION IV. ELIGIBILITY The Committee shall determine and designate, at any time or from time to time, the key employees of the Company and its subsidiaries to whom Restricted Stock is to be awarded, but the Committee may authorize the award of Restricted Stock only to individuals who are key employees (including officers and directors who are also key employees) of the Company or a subsidiary at the time the Restricted Stock is awarded. Restricted Stock may be awarded to the same employee on more than one occasion. 1 2 SECTION V. RESTRICTED STOCK The Committee may from time to time, in its sole discretion, award bonuses in the form of Restricted Stock to persons eligible to receive awards of Restricted Stock under Section IV. All Restricted Stock awarded under the Plan shall be subject to such restrictions, terms and conditions, if any, as may be determined by the Committee. The Committee may in its sole discretion remove, modify or accelerate the release of restrictions on any Restricted Stock in the event of death or disability of the recipient of such Restricted Stock, or for such other reasons as the Committee may deem appropriate. Any certificate or certificates representing shares of Restricted Stock shall bear a stamped or printed notice on the face thereof to the effect that such shares have been awarded pursuant to the terms of the Plan and may not be sold, pledged, transferred, assigned or otherwise encumbered in any manner except as set forth in the terms of such award. If the Committee so determines, the certificates representing Restricted Stock shall be deposited by the recipient with the Company or an escrow agent designated by the Company until the restrictions thereon have lapsed or have been removed in accordance with the provisions of this Section. Upon the lapse of the restrictions or removal thereof by the Committee, new unrestricted certificates for the number of shares on which the restrictions have lapsed or been removed shall, upon request by the recipient of the Restricted Stock, be issued in exchange for such restricted certificates. SECTION VI. ADJUSTMENTS In the event the Company shall effect a split of the Stock or dividend payable in Stock, or in the event the outstanding Stock shall be combined into a smaller number of shares, the maximum number of shares of Stock as to which Restricted Stock may be awarded under the Plan shall be increased or decreased proportionately. In the event of a reclassification of the Stock not covered by the foregoing, or in the event of a liquidation or reorganization, the Board of Directors shall make such adjustments, if any, as it may deem appropriate in the number and kind of shares for which Restricted Stock may be awarded under the Plan. In the event of a merger or consolidation in which the Company is not the surviving corporation or sale of all or substantially all of the assets or capital stock of the Company, any shares of Restricted Stock that have been awarded but not yet issued shall be immediately issued without regard to any restrictions, terms or conditions imposed by the Committee pursuant to the award and any restrictions placed on Restricted Stock that has been issued shall be released. 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 VII. CONTINUANCE OF EMPLOYMENT Neither the Plan nor any agreement relating to any award of Restricted Stock shall impose any obligation on the Company or an Affiliate to continue to employ any employee. SECTION VIII. WITHHOLDING The Company shall have the right to withhold taxes, as required by law, from any transfer of Stock to an employee under the Plan or to collect, as a condition of such transfer, any taxes required by law to be withheld. SECTION IX. AMENDMENT OR TERMINATION OF THE PLAN The Board of Directors in its discretion may terminate the Plan at any time with respect to any shares of Stock which have not been awarded as Restricted Stock. The Board of Directors shall have the right to alter or amend the Plan or any part thereof from time to time; provided, that no such change may be made which would impair the rights of the recipient of Restricted Stock without the consent of such recipient; and provided, further, 2 3 that the Board of Directors may not make any alteration or amendment which would materially increase the benefits accruing to participants under the Plan, increase the aggregate number of shares of Stock which may be issued pursuant to the provisions of the Plan, or materially modify the requirements for participation in the Plan without the approval of the stockholders of the Company. SECTION X. EFFECTIVENESS AND EXPIRATION OF THE PLAN If adopted by the Board of Directors and approved by the vote of the holders of a majority of the stock of the Company entitled to vote thereon at a meeting of stockholders duly called and held for such purpose, or at an annual meeting thereof, the notice of which has specified that action is to be taken on the Plan, and the Committee shall have been advised by legal counsel for the Company that in the opinion of such counsel all applicable requirements of law precedent to its becoming effective have been fully met, then the Plan shall become effective on April 4, 1995, subject to shareholder approval, or as soon thereafter as the aforesaid requirements have been met. The Plan shall expire 20 years after the effective date of the Plan. If the stockholders of the Company fail so to approve the Plan, the Plan shall thereupon terminate and all awards of Restricted Stock under the Plan shall become void and of no effect. With respect to persons subject to Section 16 of the Securities Exchange Act of 1934 (the "1934 Act"), transactions under the Plan are intended to comply with applicable conditions of Rule 16b-3 or its successors under the 1934 Act. To the extent any provisions 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 or by the Board of Directors. 3 EX-5.1 3 OPINION OF THOMPSON & KNIGHT 1 [THOMPSON & KNIGHT LETTERHEAD] (214) 969-1368 September 21, 1995 InterVoice, Inc. 17811 Waterview Parkway Dallas, Texas 75252 Gentlemen and Ladies: We have acted as counsel for InterVoice, Inc., a Texas corporation (the "Company"), in connection with the registration under the Securities Act of 1933, as amended (the "Securities Act"), of 500,000 shares (the "Shares") of Common Stock, no par value, of the Company for issuance pursuant to the InterVoice, Inc. Restricted Stock Plan (the "Plan"). In connection with the foregoing, we have examined the originals or copies, certified or otherwise authenticated to our satisfaction, of such corporate records of the Company, agreements and other instruments, certificates of public officials and of officers of the Company, and other instruments and documents as we have deemed necessary to require as a basis for the opinion hereinafter expressed. We have also participated in the preparation of the Company's Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission relating to registration of the Shares under the Securities Act. On the basis of the foregoing, it is our opinion the Shares have been duly authorized by the Company and, when issued in accordance with the terms of the Plan, will be legally issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to all references to us in the Registration Statement. In giving this consent, we do not thereby admit that we come 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 thereunder. Respectfully submitted, THOMPSON & KNIGHT A Professional Corporation By:/s/ David E. Morrison --------------------------------- David E. Morrison, Attorney EX-23.2 4 CONSENT OF ERNST & YOUNG LLP 1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this Registration Statement of InterVoice, Inc., pertaining to the InterVoice, Inc. Restricted Stock Plan, on Form S-8 of our report dated April 4, 1995, with respect to the consolidated financial statements and schedule of InterVoice, Inc., included in its Annual Report (Form 10-K) for the year ended February 28, 1995, filed with the Securities and Exchange Commission. /s/ ERNST & YOUNG LLP ERNST & YOUNG LLP Dallas, Texas September 21, 1995