-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ORptelHXNPn32etUiv8SV10ht8OONlKPsGoKls1ruVx4WQwC4dYUQgqR5ENikmFK Fq1vFxkjO5BJY1zdmd43cQ== 0000950134-96-002537.txt : 19960531 0000950134-96-002537.hdr.sgml : 19960531 ACCESSION NUMBER: 0000950134-96-002537 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960229 FILED AS OF DATE: 19960530 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: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-13616 FILM NUMBER: 96574065 BUSINESS ADDRESS: STREET 1: 17811 WATERVIEW PKWY CITY: DALLAS STATE: TX ZIP: 75255 BUSINESS PHONE: 2146693988 10-K/A 1 AMENDMENT NO.1 TO FORM 10-K 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 30, 1996 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- FORM 10-K/A /X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED FEBRUARY 29, 1996 OR / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO ------------ ------------ -------------------- COMMISSION FILE NUMBER: 0-13616 INTERVOICE, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) TEXAS 75-1927578 (STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NUMBER) 17811 WATERVIEW PARKWAY DALLAS, TEXAS 75252 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (214) 454-8000 SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: TITLE OF EACH CLASS COMMON STOCK, NO PAR VALUE PREFERRED SHARE PURCHASE RIGHTS INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES X NO ------ ------ INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM 405 OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO THE BEST OF THE REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION STATEMENTS INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY AMENDMENT TO THIS FORM 10-K. [________] AGGREGATE MARKET VALUE OF COMMON STOCK HELD BY NONAFFILIATES AS OF MAY 17, 1996: $483,670,890 NUMBER OF SHARES OF COMMON STOCK OUTSTANDING AS OF MAY 17, 1996: 16,122,363 DOCUMENTS INCORPORATED BY REFERENCE LISTED BELOW ARE DOCUMENTS PARTS OF WHICH ARE INCORPORATED HEREIN BY REFERENCE AND THE PART OF THIS REPORT INTO WHICH THE DOCUMENT IS INCORPORATED: (1) PROXY STATEMENT FOR THE 1996 ANNUAL MEETING OF SHAREHOLDERS - PART III. ================================================================================ 2 INDEX TO EXHIBITS
Sequentially Exhibit No. Description Numbered Page - ----------- ----------- ------------- 3.1 -- Articles of Incorporation, as amended, of Registrant (10) 3.2 -- Second Restated Bylaws of Registrant, as amended (2) 4.1 -- Registration Rights Agreement dated August 31, 1994, among the Company, Sohail Sattar and Steven E. Polsky and other shareholders of VoicePlex Corporation. (8) 10.1 -- Registrant's 1984 Incentive Stock Option Plan, as amended (1) 10.2 -- Amended and Restated Employment Agreement dated February 28, 1993 by and between the Company and Daniel D. Hammond (3) 10.3 -- IBM Agreement for Authorized Dealers and Industry Remarketers dated as of April 28, 1988, between International Business Machines Corporation ("IBM") and the Registrant, as amended and supplemented by that certain Industry Remarketer Addendum dated as of April 5, 1989 and that certain Industry Remarketer Addendum dated as of April 25, 1989 (1) 10.4 -- IBM Maintenance Agreement dated June 24, 1987, between IBM and the Registrant, as amended and supplemented by that certain Corporate Service Amendment dated as of October 26, 1988, that certain Addendum to Corporate Service Amendment dated as of October 26, 1988 and that certain Industry Remarketer Service Amendment dated as of October 26, 1988 (1) 10.5 -- Amended and Restated Rights Agreement dated as of December 12, 1994 between the Registrant and KeyCorp Shareholders Services, Inc. (formerly Society National Bank), as Rights Agent (5) 10.6 -- The InterVoice, Inc. 1990 Incentive Stock Option Plan, as amended (10) 10.7 -- The InterVoice, Inc. 1990 Nonqualified Stock Option Plan for Non-Employees, as amended (4) 10.8 -- Amendment to the 1984 Incentive Stock Option Plan (2) 10.9 -- Employment Agreement dated as of August 31, 1994 between the Company and Michael W. Barker (7) 10.10 -- Separation Agreement dated as of August 31, 1994 between the Company and Donald B. Crosbie (7) 10.11 -- Employment Agreement effective September 1, 1994, between the Company and Sohail Sattar (8) 10.12 -- Employment Agreement effective September 1, 1994, between the Company and Steven E. Polsky (8) 10.13 -- InterVoice, Inc. Employee Stock Purchase Plan (9)
32 3 10.14 -- Loan Agreement dated as of July 29, 1995 between NationsBank of Texas, N.A. and the Company (12) 10.15 -- Amendment No. 1 dated May 26, 1995, to Amended and Extended Employment Agreement dated as of February 28, 1993 between the Company and Daniel D. Hammond (10) 10.16 -- InterVoice, Inc. Employee Savings Plan (6) 10.17 -- Merger Agreement dated August 31, 1994 among the Company, InterVoice Acquisition Corp., VoicePlex Corporation and certain shareholders of VoicePlex Corporation. (8) 10.18 -- InterVoice, Inc. Restricted Stock Plan (12) 11. -- Computation of Per Share Earnings (12) 23. -- Consent of Independent Auditors (12) 27. -- Financial Data Schedule (11)
_________________ (1) Incorporated by reference to exhibits to the Company's Registration Statement on Form S-2 under the Securities Act of 1933, Registration No. 33-30847. (2) Incorporated by reference to exhibits to the Company's 1991 Annual Report on Form 10-K for the fiscal year ended February 28, 1991, filed with the Securities and Exchange Commission (SEC) on May 29, 1991, as amended by Amendment No. 1 on Form 8 to Annual Report on Form 10-K, filed with the SEC on August 1, 1991. (3) Incorporated by reference to exhibits to the Company's 1994 Quarterly Report on form 10-Q for the quarter ended May 31, 1993, filed with the SEC on July 1, 1993. (4) Incorporated by reference to exhibits to the Company's Registration Statement on form S-8 filed on April 6, 1994, with respect to the Company's 1990 Nonqualified Stock Option Plan for Non-Employees, Registration Number 33-77590. (5) Incorporated by reference to exhibits to Form 8-A/A (Amendment No 1) filed with the SEC on December 15, 1994. (6) Incorporated by reference to Exhibits to the Company's 1994 Annual Report on Form 10-K for the fiscal year ended February 28, 1994, filed with the SEC on May 31, 1994. (7) Incorporated by reference to Exhibits to the Company's Quarterly Report on Form 10-Q for the quarter ended August 31, 1994 filed with the SEC on October 13, 1994. (8) Incorporated by reference to exhibits to the Company's current report on Form 8-K dated September 13, 1994, and the Amendment thereto on Form 8K/A dated October 27, 1994. (9) Incorporated by reference to exhibits to Registration Statement on Form S-8 filed with the Securities and Exchange Commission on December 1, 1993, Registration Number 33-72494. (10) Incorporated by reference to Exhibits to the Company's 1995 Annual Report on Form 10-K for the fiscal year ended February 28, 1995, filed with the SEC on May 30, 1995. (11) Filed herewith. (12) Previously Filed. Exhibits furnished upon request 33 EX-27 2 FINANCIAL DATA SCHEDULE
5 YEAR FEB-29-1996 MAR-01-1995 FEB-29-1996 23,573,976 0 24,704,425 746,027 12,586,640 63,819,996 30,822,350 9,540,886 90,163,087 19,452,257 0 9,460 0 0 69,988,296 90,163,087 97,103,054 97,103,054 34,468,112 34,468,112 0 173,930 0 25,586,807 8,327,449 17,259,358 0 0 0 17,259,358 1.05 1.04
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