<PAGE>
As filed with the Securities and Exchange Commission on September 26, 1996
Registration No. 333-______
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------
VOICE IT WORLDWIDE, INC.
------------------------------------------------------
(Exact name of Registrant as specified in its charter)
COLORADO 83-0203787
- ------------------------------- -------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) No.)
2643 MIDPOINT DRIVE, SUITE A, FORT COLLINS, COLORADO 80525
----------------------------------------------------------
(Address of principal executive offices) (zip code)
VOICE IT WORLDWIDE, INC.
1994 STOCK COMPENSATION PLAN
----------------------------
(Full title of the plan)
ANDREW N. BERNSTEIN, P.C.
5445 DTC PARKWAY, SUITE 520, GREENWOOD VILLAGE, COLORADO 80111
--------------------------------------------------------------
(Name and address of agent for service)
(303) 770-7131
-------------------------------------------------------------
(Telephone number, including area code, of agent for service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the Registration Statement becomes effective.
_______________________________________________________________
Exhibit Index Begins at Page 15
<PAGE>
================================================================================
CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
TITLE OF AMOUNT TO BE PROPOSED PROPOSED AMOUNT OF
SECURITIES TO BE REGISTERED (1) MAXIMUM MAXIMUM REGISTRATION
REGISTERED OFFERING AGGREGATE FEE
PRICE PER OFFERING
SHARE PRICE
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.10 par value 600,000 shares (2) $1,146,886(2) $395.48
================================================================================
</TABLE>
(1) Pursuant to Rule 416, this Registration Statement covers any additional
shares of Common Stock ("shares") which become issuable under the Plan set forth
herein by reason of any stock dividend, stock split, recapitalization or any
other similar transaction without receipt of consideration which results in an
increase in the number of shares outstanding.
(2) Pursuant to Rule 457(h) and 457(c), the offering price per share, the
aggregate offering price and the amount of the filing fee were computed upon the
bases of (i) the prices at which the existing 394,700 outstanding options may be
exercised (42,500 shares at an exercise price of $1.69 per share, 55,000 shares
at an exercise price of $1.75 per share, 164,000 shares at an exercise price of
$2.00 per share, 71,700 shares at an exercise price of $2.20 per share, 55,000
shares at an exercise price of $2.75 per share, and 6,500 shares at an exercise
price of $3.00 per share, resulting in an aggregate offering price of $824,565)
and (ii) the closing price of the Common Stock within five business days prior
to the date of filing of the Registration Statement, with respect to the
authorized but unissued remaining options (205,300 shares at $1.57 per share,
aggregating $322,321).
ii
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Pursuant to the requirements of the Note to Part I of Form S-8 and Rule
428(b)(1) of the Rules under the Securities Act of 1933, as amended, the
information required by Part I of Form S-8 is incorporated by reference in the
Reoffer Prospectus which follows. The Reoffer Prospectus, together with the
documents incorporated by reference pursuant to Item 3 of Part II of this
Registration Statement, constitutes the Section 10(a) Prospectus.
REOFFER PROSPECTUS
The material which follows, up to but not including the pages beginning
Part II of this Registration Statement, constitutes a prospectus prepared in
accordance with the applicable requirements of Part I of Form S-3 and General
Instruction C to Form S-8, to be used in connection with resales of securities
acquired under the Registrant's 1994 Stock Compensation Plan by affiliates of
the Registrant, as defined in Rule 405 under the Securities Act of 1933, as
amended.
iii
<PAGE>
REOFFER PROSPECTUS
600,000 SHARES
COMMON STOCK
($.10 PAR VALUE)
VOICE IT WORLDWIDE, INC.
___________________________
1994 STOCK COMPENSATION PLAN
___________________________
This Reoffer Prospectus ("Prospectus") relates to the offering by Voice It
Worldwide, Inc. (the "Company") and the subsequent resale by employees,
consultants, officers, directors and affiliates of the Company (collectively,
"affiliates") of up to 600,000 shares of the Company's $.10 par value Common
Stock (the "shares") purchasable pursuant to the Company's 1994 Stock
Compensation Plan (the "Plan"). As of September 26, 1996, 394,700 shares were
subject to outstanding options under the Plan and 205,300 shares remained
available for grant of options.
___________________________
This Prospectus may be used by persons who are affiliates (as that term is
defined under the Securities Act of 1933, as amended (the "Securities Act")) of
the Company to effect resales of the shares purchased under the Plan. See
"Selling Stockholders." The Company will receive no part of the proceeds of any
such sales.
___________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
_____________________________
No person is authorized to give any information or to make any
representation not contained in this Prospectus in connection with the offer
made hereby, and, if given or made, such information or representation must not
be relied upon as having been authorized by the Company. The delivery of this
Prospectus at any time does not imply that the information herein is correct as
of the time subsequent to the date hereof. The expenses of preparing and filing
the Registration Statement of which this Prospectus is a part are being borne by
the Company.
_____________________________
The date of this Prospectus is September 26, 1996.
<PAGE>
AVAILABLE INFORMATION
The Company is a reporting company subject to the informational
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), including Sections 14(a) and 14(c) relating to proxy and information
statements, and in accordance therewith files reports and other information with
the Securities and Exchange Commission (the "Commission"). Reports and other
information filed by the Company can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549; 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511; and 7 World Trade Center, New York, New York 10048. Copies of such
material can be obtained from the Public Reference Section of the Commission,
450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. The
Company's common stock is traded on the Nasdaq SmallCap Market under the symbol
"MEMO." Reports, proxy and information statements may be inspected at The Nasdaq
Stock Market offices, 1735 K Street, N.W., Washington, D.C. 20006.
The Company furnishes annual reports to its shareholders which include
audited financial statements. The Company may furnish quarterly financial
statements to shareholders and such other reports as may be authorized, from
time to time, by the Board of Directors.
INCORPORATION BY REFERENCE
Certain documents have been incorporated by reference into this Prospectus,
either in whole or in part. The Company will provide without charge to each
person to whom a Prospectus is delivered, upon written or oral request of such
person, (i) a copy of any and all of the information that has been incorporated
by reference (not including exhibits to the information unless such exhibits are
specifically incorporated by reference into the information), and (ii) a copy of
all documents and information required to be delivered to the Company's
employees pursuant to Rule 428(b). Requests for such information shall be
addressed to the Company at 2643 Midpoint Drive, Suite A, Fort Collins, Colorado
80525, telephone (970) 221-1705.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S> <C>
Introduction............................................................ 3
Selling Stockholders.................................................... 4
Method of Sale.......................................................... 4
SEC Position Regarding Indemnification.................................. 4
Description of the Plan................................................. 4
Applicable Securities Law Restrictions.................................. 6
Tax Consequences........................................................ 6
Legal Matters........................................................... 7
Experts................................................................. 7
</TABLE>
2
<PAGE>
INTRODUCTION
Voice It Worldwide, Inc. (the "Company") designs, develops and markets
personal consumer electronics products which allow people to verbalize reminders
and short messages for themselves and others without the need for pen and paper.
Voice It products utilize computer chip technology to capture ideas, thoughts,
reminders and messages. In 1993, the Company introduced its first product line
of Voice It(R) Personal Note Recorders. The Voice It Personal Note Recorder is
about the size of a credit card and approximately 1/3 inch thick. Its compact
size, ease of use and portability make it a convenient replacement for
handwritten sticky notes, particularly at times and in places where handwriting
is impractical. Voice It Personal Note Recorders are available in recording
capacities ranging from 40 seconds to four minutes. Their unique message
management features make it easy to leave multiple messages, save messages, play
them and erase them when no longer needed. In July 1995, the Company introduced
its second product line, the Voice It(TM) Message Center, targeted toward
interpersonal messaging in the home and office.
In June 1996, the Company announced the addition of four new products,
including two new Personal Note Recorders with five- and eight-minute recording
durations and the new Voice It Manager product line of dictation length solid
state voice recorders. The palm-sized Voice It Managers will be available in
two models with recording capacities of 22 and 45 minutes with a LCD display,
five user defined channels and a list of 20 icons. The organizer will also have
a unique contact file capable of storing up to 100 names with 3 phone numbers
per name. Both models will be launched in catalogs and retail stores in early
fourth quarter 1996.
The Company markets its products in the United States through a network of
manufacturers representatives and internationally through distributors. In the
U.S., products are available in a variety of distribution channels including
department stores, mass merchants, office super stores, catalog showrooms,
electronic specialty stores and direct mail catalogs. Management believes
broad-based awareness of the Company's products and their benefits to consumers
is the best way to promote them. In the U.S., the Company has implemented a
national public relations program, as well as running national print and radio
advertising during certain seasonal selling periods. The Company distributes
its products internationally in 15 countries, including most of Europe, Japan
and Canada.
The Company contracts for the manufacture of its products in the Far East
using companies with fully integrated, turnkey manufacturing services with
expertise in chip-on-board technology, surface mount board assemblies, printed
circuit boards, liquid crystal displays and ISO Quality Certification Programs.
In addition, the Company employs on-site quality control personnel for product
inspection and release. The Company is protecting its proprietary technologies
through a combination of trade secrets, patent applications and copyrights,
where appropriate. Original patent applications were filed in March 1993 and
are pending in the United States and in 15 foreign countries. Additional patent
disclosures have also been filed on new products using related technologies.
The Company's management team has extensive experience in developing, producing
and marketing new consumer products and new product categories in the U.S. and
internationally. Management believes that its knowledge of the consumer
marketplace, experience in retail distribution, and expertise in electronics
and manufacturing are important factors in the Company's plan to expand its
business.
The Company's executive offices are located at 2643 Midpoint Drive, Suite
A, Fort Collins, Colorado 80525, and its telephone number is (970) 221-1705.
3
<PAGE>
SELLING STOCKHOLDERS
This Prospectus relates to possible sales by executive officers, directors
(other than outside directors), consultants and employees of the Company as
indicated below of shares they acquire through exercise of options granted under
the Plan. The names of affiliates who may be Selling Stockholders from time to
time are listed below. The names of other affiliates who may offer shares for
resale in the future, along with the number of shares which may be sold by each
such affiliate from time to time, will be updated in supplements to this
Prospectus, which will be filed with the Commission in accordance with Rule
424(b) under the Securities Act. All Selling Stockholders are affiliates of the
Company. The address of each Selling Stockholder is the same as the Company's
address. All shares listed below for sale represent shares issuable upon
exercise of options granted under the Plan.
<TABLE>
<CAPTION>
MAXIMUM NUMBER OF SHARES WHICH MAY
NAME OF SELLING STOCKHOLDER BE SOLD UPON EXERCISE OF OPTIONS
- --------------------------- --------------------------------
<S> <C>
Patricia Westbrook 50,000
Christopher W. Elkins 63,000
John H. Ellerby 10,000
</TABLE>
METHOD OF SALE
Sales of the shares offered by this Prospectus will be made on The Nasdaq
SmallCap Market, where the Company's common stock is listed for trading, or in
other markets where the Company's common stock is traded, or in negotiated
transactions. Sales may involve payment of brokers' commissions by the Selling
Stockholders. There is no present plan of distribution.
SEC POSITION REGARDING INDEMNIFICATION
The Company's Articles of Incorporation provide for indemnification of
officers and directors, among other things, in instances in which they acted in
good faith and in a manner they reasonably believed to be in, or not opposed to,
the best interests of the Company and in which, with respect to criminal
proceedings, they had no reasonable cause to believe their conduct was unlawful.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the Company under
the provisions described above, the Company has been informed that, in the
opinion of the Commission, indemnification is against public policy as expressed
in that Act and is therefore unenforceable.
DESCRIPTION OF THE PLAN
The Company and its shareholders have adopted and approved the Plan.
Options granted pursuant to the Plan constitute either incentive stock options
within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code"), or options which constitute nonqualified options at the
4
<PAGE>
time of issuance of such options. The Plan provides that incentive stock options
and/or non-qualified stock options may be granted to officers, directors (other
than Outside Directors), employees and advisors of the Company or its
subsidiaries, if any, selected by the Compensation Committee. A total of 600,000
shares of Common Stock are authorized and reserved for issuance under the Plan,
subject to adjustment to reflect changes in the Company's capitalization in the
case of a stock split, stock dividend or similar event.
The Plan is administered by the Compensation Committee which has the sole
authority to interpret the Plan and to make all determinations necessary or
advisable for administering the Plan, including but not limited to (i) who shall
be granted options under the Plan, (ii) the term of each option, (iii) the
number of shares covered by such option, (iv) whether the option shall
constitute an incentive option or a nonqualified option, (v) the exercise price
for the purchase of the shares of the Common Stock covered by the option,
provided that the exercise price for any incentive option must be at least equal
to the fair market value of the shares covered thereby as of the date of grant
of such option, (vi) the period during which the option may be exercised, (vii)
whether the right to purchase the number of shares covered by the option shall
be fully vested on issuance of the option so that such shares may be purchased
in full at one time or whether the right to purchase such shares shall become
vested over a period of time so that such shares may only be purchased in
installments, and (viii) the time or times at which the options shall be
granted. Except in the case of disability or death, no option shall be
exercisable after an optionee who is an employee of the Company ceases to be
employed by the Company; provided, however, the Compensation Committee has the
right to extend the exercise period for not more than three months following the
date of termination of such optionee's employment. If an optionee's employment
is terminated by reason of death or disability, the Compensation Committee may
extend the option term for a period not to exceed one year following the date of
termination of the optionee's employment. Upon the exercise of the option, the
exercise price thereof must be paid in full either in cash, shares of stock of
the Company or a combination thereof.
If and to the extent that any option to purchase reserved shares shall not
be exercised by an optionee for any reason or if such option to purchase shall
terminate as provided by the Plan, such shares which have not been so purchased
thereunder shall again become available for the purposes of the Plan unless the
Plan shall have been terminated.
The provisions of the Federal Employee Retirement Income Security Act of
1974 do not apply to the Plan. Shares issuable upon exercise of options will not
be purchased in open market transactions but will be issued by the Company from
authorized shares. Shares issuable under the Plan may be sold in the open
market, without restrictions, as free trading securities. There are no assets
administered under the Plan, and, accordingly, no investment information is
furnished herewith.
No options may be assigned, transferred, hypothecated or pledged by the
option holder. No person may create a lien on any securities under the Plan,
except by operation of law. However, there are no restrictions on the resale of
the shares underlying the options.
The Plan will remain in effect until January 5, 2004. Additional
information concerning the Plan may be obtained from the Company at the address
and telephone number indicated above.
5
<PAGE>
APPLICABLE SECURITIES LAW RESTRICTIONS
If the optionee is deemed to be an "affiliate" (as that term is defined
under the Securities Act), the resale of the shares purchased upon exercise of
options covered hereby may be subject to certain restrictions and requirements,
including compliance with the provisions of Rule 144 promulgated under the
Securities Act.
In addition to the requirements imposed by the Securities Act, the
antifraud provisions of the Exchange Act and the rules thereunder (including
Rule 10b-5) are applicable to any sale of shares acquired pursuant to the Plan.
Up to 600,000 shares may be issued under the Plan. The Company has
authorized 10,000,000 shares of Common Stock, of which 5,054,802 shares are
outstanding as of June 30, 1996. Shares of Common Stock outstanding are, and
those to be issued upon exercise of options will be, fully paid and
nonassessable, and each share of Common Stock is entitled to one vote at all
shareholders' meetings. All shares are equal to each other with respect to lien
rights, liquidation rights and dividend rights. There are no preemptive rights
to purchase additional shares by virtue of the fact that a person is a
shareholder of the Company. Shareholders do not have the right to cumulate their
votes for the election of directors.
Persons who are officers or directors of the Company or who own at least
ten percent of the Company's stock must comply with certain reporting
requirements and resale restrictions pursuant to Sections 16(a) and 16(b) of the
Exchange Act and the rules thereunder upon the receipt or disposition of any
options.
TAX CONSEQUENCES
The Company has been advised that the federal income tax consequences of
the Plan to the Company and the optionees, and possible exercise of options
granted under the Plan, will depend upon future circumstances and possible
changes in the tax laws. THE FOLLOWING SUMMARY DISCUSSION ADDRESSES CERTAIN
FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN. THIS DISCUSSION DOES NOT PURPORT TO
ADDRESS ALL OF THE TAX CONSEQUENCES THAT MAY BE APPLICABLE TO ANY PARTICULAR
OPTIONEE OR TO THE COMPANY. IN ADDITION, THIS DISCUSSION DOES NOT ADDRESS
FOREIGN, STATE, OR LOCAL TAXES, NOR DOES IT ADDRESS FEDERAL TAXES OTHER THAN
FEDERAL INCOME TAX. THIS DISCUSSION IS BASED UPON APPLICABLE STATUTES,
REGULATIONS, CASE LAW, ADMINISTRATIVE INTERPRETATIONS AND JUDICIAL DECISIONS IN
EFFECT AS OF THE DATE OF THIS PROSPECTUS.
The income tax treatment of nonstatutory options is governed by (S)83 of
the Code. This Section basically provides that if an option has a readily
ascertainable fair market value when granted, then the optionee must recognize
ordinary income at the time of grant but not at the time of exercise or
disposal; if an option does not have a readily ascertainable fair market value
when granted, the optionee must recognize ordinary income at the time of its
exercise or disposal of the option but not at the time of its grant. The Company
will receive a corresponding compensation deduction for the amount included by
the optionee as income in the same year that the optionee includes such amount
as income. Consequently, whether a nonstatutory option has a readily
ascertainable fair market value at grant will determine whether the grant or the
exercise of the nonstatutory option is the taxable event for the optionee who
rendered the services for which the option was granted.
6
<PAGE>
No tax consequences result from the granting of an incentive stock option
or from the exercise of an incentive stock option by the employee. In addition,
the employer generally will not be allowed a business expense deduction with
respect to an incentive stock option unless the employee disposes of the stock
prior to the required holding period. The employee will be taxed at capital gain
rates when he sells stock acquired under an incentive stock option plan,
provided he has not disposed of the stock for at least two years from the date
the option was granted to him and he has held the stock itself at least one year
after the stock was transferred to him. If the foregoing holding period rules
are not satisfied, the gain that would have been realized at the time the option
was exercised is included as ordinary income in the year of the disqualifying
sale. For this purpose, the gain is equal to the lesser of (i) the fair market
value of the stock on the date of exercise over the option price of the stock,
or (ii) the amount realized on disposition over the adjusted basis of the stock.
The employer is allowed to deduct a corresponding amount as a business deduction
at the same time the employee is required to recognize the ordinary income
arising from the early disposition.
Notwithstanding the preceding, when calculating income for alternative
minimum tax purposes, the favorable tax treatment of (S)421(a) is disregarded
and the bargain purchase element (that is, the spread between the option price
and the fair market value of the option stock at exercise) of the incentive
stock option will be considered as part of the taxpayer's alternative minimum
taxable income.
LEGAL MATTERS
The validity of the shares offered hereby will be passed on for the Company
by Andrew N. Bernstein, P.C., 5445 DTC Parkway, Suite 520, Greenwood Village,
Colorado 80111.
EXPERTS
The balance sheet of the Company for the year ended December 31, 1995 and
the statements of operations, stockholders' equity and cash flows for the years
ended December 31, 1995 and 1994, incorporated by reference to the Company's
Annual Report on Form 10-KSB, have been audited by Ehrhardt Keefe Steiner &
Hottman PC, Denver, Colorado, as set forth in their report included therein and
incorporated herein by reference. The financial statements referred to above are
incorporated herein by reference in reliance upon such report and upon the
authority of such firm as an expert in auditing and accounting.
7
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The Registrant hereby incorporates by reference in this Registration
Statement the following documents previously filed with the Commission:
(a) The Registrant's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1995 (including its balance sheets as of December 31, 1995
and 1994, statements of operations, stockholders' equity and cash flows for the
years then ended, together with the report of independent public accountants)
filed pursuant to Section 13(a) of the Exchange Act;
(b) The Registrant's Quarterly Report on Form 10-QSB for the fiscal
quarter ended March 31, 1996;
(c) The Registrant's Quarterly Report on Form 10-QSB for the fiscal
quarter ended June 30, 1996;
(d) The description of the Common Stock that is contained in the
Registrant's Registration Statement on Form 8-A under the Exchange Act (File No.
0-7796); and
(e) All subsequent reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act.
All reports and definitive proxy or information statements filed by the
Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
after the date of this Registration Statement and prior to the filing of a post-
effective amendment which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold at the time of
such amendment will 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. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
II-1
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article 109 of the Colorado Business Corporation Act ("CBCA") provides
broad authority for indemnification of directors and officers. The Articles of
Incorporation and Bylaws of Voice It Worldwide, Inc. (the "Registrant") provide
for indemnification of its officers and directors to the fullest extent
permitted by the CBCA. As permitted by Section 7-108-402 of the CBCA, the
Registrant's Articles of Incorporation provide that a director shall not be
liable for monetary damages for breach of his fiduciary duty as a director
except in certain limited circumstances.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The following documents are filed as exhibits to this Registration
Statement. Certain documents previously filed with the Commission are
incorporated in this Registration Statement by reference.
Exhibit
Number Description of Exhibit
------ ----------------------
4.1* - 1994 Stock Compensation Plan of Voice It Worldwide, Inc.
5.1 - Opinion of Andrew N. Bernstein, P.C.
23.1 - Consent of Ehrhardt Keefe Steiner & Hottman P.C.,
independent public accountants
23.2 - Consent of Andrew N. Bernstein, P.C. (included in its
opinion filed as Exhibit 5.1)
- ---------------------------
* Incorporated in this Registration Statement by reference to the Report
on Form 10-KSB for the fiscal year ended December 31, 1994, file number 0-7796.
ITEM 9. UNDERTAKINGS
(a) The Registrant hereby undertakes (1) to include any additional or
changed material information on the plan of distribution; (2) for determining
liability under the Securities Act, that each 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; and (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 Plan.
(b) The Registrant hereby undertakes to deliver or cause to be delivered
with the prospectus to each person to whom the prospectus is sent or given, the
latest annual report to security holders that is incorporated by reference in
the prospectus and furnished pursuant to and meeting the requirements of Rule
14a-3 or Rule 14c-3 under the Exchange Act; and, where interim financial
information required to be presented by Article 3 of Regulation S-X is not set
forth in the prospectus, to deliver, or cause to be
II-2
<PAGE>
delivered to each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
(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 Act, and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than 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 against the Registrant 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.
II-3
<PAGE>
SIGNATURES
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 Fort Collins, State of Colorado, on the 25th day of
September, 1996.
VOICE IT WORLDWIDE, INC.
(Registrant)
By: /s/ MICHELLE L. MORGAN
------------------------------------
Michelle L. Morgan, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Name Title Date
---- ----- ----
/s/ MICHELLE L. MORGAN
- -------------------------- President - U.S. Division, Chief 9/25/96
Michelle L. Morgan Executive Officer and Director -----------
/s/ J. FREDRICK WALTERS
- -------------------------- President - International Division 9/25/96
J. Fredrick Walters and Chairman of the Board of Directors -----------
/s/ PATRICIA R. WESTBROOK
- -------------------------- Chief Operating Officer and 9/25/96
Patricia R. Westbrook Director -----------
/s/ JOHN H. ELLERBY
- -------------------------- Secretary, Treasurer, Chief 9/25/96
John H. Ellerby Accounting Officer, Chief -----------
Financial Officer and Director
/s/ GARY E. NORDIC
- -------------------------- Director 9/25/96
Gary E. Nordic -----------
/s/ LARRY D. HOLT
- -------------------------- Director 9/25/96
Larry D. Holt -----------
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT PAGE NUMBER
- ------- ---------------------- -----------
<S> <C> <C>
5.1 Opinion of Andrew N. Bernstein, P.C. 16
23.1 Consent of Ehrhardt Keefe Steiner & Hottman PC, independent
public accountants 18
</TABLE>
<PAGE>
[LETTERHEAD OF ANDREW N. BERNSTEIN, P.C.]
EXHIBIT 5.1
September 25, 1996
Voice It Worldwide, Inc.
2643 Midpoint Drive, Suite A
Fort Collins, Colorado 80525
Re: Voice It Worldwide, Inc.
1994 Stock Compensation Plan
Registration Statement on Form S-8
Gentlemen:
We have acted as securities counsel for Voice It Worldwide, Inc., a Colorado
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), of an aggregate of 600,000
shares (the "Shares") of the common stock, $.10 par value per share (the "Common
Stock"), of the Company under the Company's 1994 Stock Compensation Plan (the
"Plan"), for officers, key employees and consultants of the Company and its
subsidiaries. A registration statement on Form S-8 (the "Registration
Statement") covering the issuance and sale of the Shares from time to time upon
exercise of stock options pursuant to the Plan has this date been filed under
the Act with the Securities and Exchange Commission (the "Commission").
In connection with this opinion, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction, of
(i) the Articles of Incorporation and the Bylaws of the Company, (ii) certain
resolutions of the Board of Directors of the Company relating to the
registration of the Shares, (iii) the Registration Statement, (iv) the Plan, and
(v) such other documents as we have deemed necessary or appropriate as bases for
the opinion set forth below. In such examination, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified or photostatic
copies and the authenticity of the originals of such latter documents. As to any
facts material to this opinion which we did not independently establish or
verify, we have relied upon statements and representations of officers and other
representatives of the Company and others.
Members of our firm are admitted to the practice of law in the State of
Colorado, and we express no opinion as to the laws of any other jurisdiction.
Based upon and subject to the foregoing, we are of the opinion that the Shares
registered pursuant to the Registration Statement have been duly and validly
authorized by the Company and, when sold, issued and
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Voice It Worldwide, Inc.
September 25, 1996
Page 2
delivered in the manner and for the consideration described in the Plan, will be
validly issued, fully paid and nonassessable under Colorado law.
This opinion is furnished to you solely for your benefit in connection with the
filing of the Registration Statement and is not to be used, circulated, quoted
or otherwise referred to for any other purpose without our prior written
consent. Notwithstanding the foregoing, we hereby consent to the filing of this
opinion with the Commission as Exhibit 5.1 to the Registration Statement. We
also consent to the reference to our firm under the caption "Legal Matters" in
the Registration Statement. In giving this consent, we do not thereby admit
that we are included in the category of persons whose consent is required under
Section 7 of the Act or the rules and regulations of the Commission.
Very truly yours,
/s/ ANDREW N. BERNSTEIN, P.C.
Andrew N. Bernstein, P.C.
ANB/tkm
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INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Voice It Worldwide, Inc. on Form S-8 of our reports dated February 28, 1996
appearing in the Annual Report on Form 10-KSB of Voice It Worldwide, Inc. for
the year ended December 31, 1995 and to the reference to us under the heading
"Experts" in the Prospectus, which is part of this Registration Statement.
/s/ Ehrhardt Keefe Steiner & Hottman PC
Ehrhardt Keefe Steiner & Hottman PC
Denver, Colorado
September 12, 1996
