<PAGE>
As filed with the Securities and
Exchange Commission on March 31, 2000 Registration No. 333-____
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
INTERACTIVE INTELLIGENCE, INC.
(Exact name of registrant as specified in its charter)
INDIANA 35-1933097
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
8909 PURDUE ROAD, SUITE 300 46268
INDIANAPOLIS, INDIANA (Zip Code)
(Address of Principal Executive Offices)
INTERACTIVE INTELLIGENCE, INC.
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
MICHAEL J. TAVLIN
EXECUTIVE VICE PRESIDENT
8909 PURDUE ROAD
SUITE 300
INDIANAPOLIS, INDIANA 46268
(Name and address of agent for service)
(317) 872-3000
(Telephone number, including area code, of agent for service)
COPY TO:
JAMES A. ASCHLEMAN
BAKER & DANIELS
300 NORTH MERIDIAN STREET, SUITE 2700
INDIANAPOLIS, INDIANA 46204-1782
(317) 237-0300
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED (1) SHARE (2) PRICE (2) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock,
$0.01 par value 500,000 $46.25 (3) $23,125,000 (3) $6,105 (3)
=================================================================================================================
</TABLE>
(1) Pursuant to Rule 416(a) under the Securities Act of 1933 (the "Securities
Act"), this Registration Statement also registers additional shares of
Common Stock as may be offered or issued to prevent dilution resulting from
stock splits, stock dividends and similar transactions.
(2) It is impracticable to state the maximum offering price. The purchase price
for each share of Common Stock offered under the Plan will be 85% of the
fair market value of such share on a future date as described in the Plan.
(3) Estimated solely for purposes of calculating the registration fee and
computed in accordance with Rule 457(c) under the Securities Act
using the average of the high and low sale prices of the Common Stock as
reported by the Nasdaq National Market System on March 29, 2000, which was
$46.25 per share.
<PAGE>
PART I
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
*Information required by Part I of Form S-8 to be contained in the
Section 10(a) Prospectus is omitted from this Registration Statement in
accordance with Rule 428 under the Securities Act 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 heretofore filed by Interactive Intelligence,
Inc. (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 December 31, 1999; and
(2) The description of the Registrant's Common Stock contained in
the Registrant's Registration Statement on Form 8-A filed with
the Securities and Exchange Commission on September 17, 1999,
including any amendment or report filed for the purpose of
updating such description.
In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities offered hereby then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from their respective dates of
filing.
The Registrant will promptly provide without charge to each person to
whom a prospectus is delivered a copy of any or all information that has been
incorporated herein by reference (not including exhibits to the information that
is incorporated by reference unless such exhibits are specifically incorporated
by reference into such information) upon the written or oral request of such
person directed to the Secretary of the Registrant at its principal offices,
8909 Purdue Road, Suite 300, Indianapolis, Indiana 46268, telephone (317)
872-3000.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
<PAGE>
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
The Indiana Business Corporation Law provides that a corporation,
unless limited by its articles of incorporation, is required to indemnify its
directors and officers against reasonable expenses incurred in the successful
defense of any proceeding arising out of their serving as a director or officer
of the corporation.
As permitted by the Indiana Business Corporation Law, the Registrant's
Restated Articles of Incorporation provide for indemnification of directors,
officers, employees and agents of the Registrant against any and all liability
and reasonable expense that may be incurred by them, arising out of any claim or
action, civil, criminal, administrative or investigative, in which they may
become involved by reason of being or having been a director, officer, employee
or agent. To be entitled to indemnification, those persons must have been wholly
successful in the claim or action or the board of directors must have
determined, based upon a written finding of legal counsel or another independent
referee, or a court of competent jurisdiction must have determined, that such
persons acted in good faith in what they reasonably believed to be the best
interest of the Registrant (or at least not opposed to its best interests) and,
in addition, in any criminal action, had reasonable cause to believe their
conduct was lawful (or had no reasonable cause to believe that their conduct was
unlawful). The Restated Articles of Incorporation authorize the Registrant to
advance funds for expenses to an indemnified person, but only upon receipt of an
undertaking that he or she will repay the same if it is ultimately determined
that such party is not entitled to indemnification.
The Registrant also has an Indemnity Agreement with each of its
directors and executive officers. The standard for indemnification under the
Indemnity Agreement is substantially the same as under the Registrant's Restated
Articles of Incorporation. The Indemnity Agreement, however, provides for
mandatory advancement of expenses if the indemnitee provides the Registrant with
a written affirmation of the indemnitee's good faith belief that he or she is
entitled to indemnification and a written undertaking to repay the advance if it
is ultimately determined that the indemnitee is not entitled to indemnification.
The undertaking need not be secured. The Indemnity Agreement also provides for
mandatory advancement of expenses in derivative actions on behalf of the
Registrant against an indemnitee.
The rights of indemnification provided by the Restated Articles of
Incorporation and the Indemnity Agreements are not exhaustive and are in
addition to any rights to which a director or officer may otherwise be entitled
by contract or as a matter of law. Irrespective of the provisions of the
Restated Articles of Incorporation and the Indemnity Agreements, the Registrant
may, at any time and from time to time, indemnify directors, officers, employees
and other persons to the full extent permitted by the provisions of applicable
law at the time in effect, whether on account of past or future transactions.
In addition, the Registrant has a directors' and officers' liability
and company reimbursement policy that insures against certain liabilities under
the Securities Act, subject to applicable retentions.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
The list of Exhibits is incorporated herein by reference to the Index
to Exhibits.
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<PAGE>
ITEM 9. UNDERTAKINGS.
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 of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the 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 the registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by
the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the 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 the 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.
The undersigned Registrant hereby 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
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.
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, 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.
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<PAGE>
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act, 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 Indianapolis, State of Indiana, on March 30, 2000.
INTERACTIVE INTELLIGENCE, INC.
By: /s/ Donald E. Brown, M.D.
----------------------------------
Donald E. Brown, M.D.
Chairman, President and
Chief Executive Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in their respective
capacities and on the respective dates indicated opposite their names. Each
person whose signature appears below hereby authorizes each of Donald E. Brown,
M.D. and John R. Gibbs, each with full power of substitution, to execute in the
name and on behalf of such person any post-effective amendment to this
Registration Statement and to file the same, with exhibits thereto, and other
documents in connection therewith, making such changes in this Registration
Statement as the registrant deems appropriate, and appoints each of Donald E.
Brown, M.D. and John R. Gibbs, each with full power of substitution,
attorney-in-fact to sign any amendment and any post-effective amendment to this
Registration Statement and to file the same, with exhibits thereto, and other
documents in connection therewith.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Donald E. Brown, M.D. Chairman, President, Chief Executive March 30, 2000
--------------------------------- Officer and Director (Principal Executive
Donald E. Brown, M.D. Officer)
/s/ John R. Gibbs Executive Vice President and Director March 30, 2000
----------------------------------
John R. Gibbs
/s/ Michael J. Tavlin Chief Financial Officer (Principal March 30, 2000
---------------------------------- Financial Officer)
Michael J. Tavlin
/s/ Keith A. Midkiff Vice President of Finance and Controller March 30, 2000
---------------------------------- (Principal Accounting Officer)
Keith A. Midkiff
/s/ Robert A. Compton Director March 30, 2000
---------------------------------
Robert A. Compton
Director March __, 2000
---------------------------------
Jon Anton, D.Sc.
/s/ Michael P. Cullinane Director March 30, 2000
---------------------------------
Michael P. Cullinane
</TABLE>
S-1
<PAGE>
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION OF EXHIBIT
NO.
4.1 Restated Articles of Incorporation of the Registrant. (The
copy of this Exhibit filed as Exhibit 3.1 to the Company's
Registration Statement on Form S-1 (Registration No.
333-79509) is incorporated herein by reference.)
4.2 By-Laws of the Registrant, as amended to date. (The copy of
this Exhibit filed as Exhibit 3.2 to the Company's
Registration Statement on Form S-1 (Registration No.
333-79509) is incorporated herein by reference.)
4.3 Interactive Intelligence, Inc. Employee Stock Purchase Plan.
5 Opinion of Baker & Daniels, counsel for Registrant, as to the
legality of the securities being registered.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Baker & Daniels (included in the Baker & Daniels
Opinion filed as Exhibit 5).
24 Powers of Attorney (included on the Signature Page of the
Registration Statement).
<PAGE>
EXHIBIT 4.3
INTERACTIVE INTELLIGENCE, INC.
EMPLOYEE STOCK PURCHASE PLAN
SECTION 1. DESIGNATION AND PURPOSE OF PLAN. The name of this
Plan is the Interactive Intelligence, Inc. Employee Stock Purchase Plan. The
purpose of the Plan is to provide incentives, through the ownership of Company
common stock, for employees to enhance Company performance through their
services. The Plan is intended to comply, and should be interpreted where
possible to comply, with the terms of Code section 423.
SECTION 2. DEFINITIONS. As used in the Plan, the following
terms, when capitalized, have the following meanings:
(a) "Agent" means Norwest Bank Minnesota, N.A., or any
successor agent selected by the Company.
(b) "Beneficiary" means, with respect to a Participant, the
individual or estate designated, pursuant to Section 11, to receive the
Participant's Payroll Deduction Account balance and Investment Account
assets in the event of the Participant's death.
(c) "Board" means the Board of Directors of the Company.
(d) "Code" means the Internal Revenue Code of 1986, as amended
from time to time, and its interpretive rules and regulations.
(e) "Committee" means the Employee Stock Purchase Plan
Committee established pursuant to Section 12 to administer the Plan.
(f) "Common Stock" means the Company's common stock, $0.01 par
value.
(g) "Company" means Interactive Intelligence, Inc. and any
successor by merger, consolidation or otherwise.
(h) "Compensation" means, with respect to an Eligible Employee
for a calendar year, the Eligible Employee's wages, salary,
commissions, bonuses, and other remuneration for services, including
salary reduction contributions pursuant to elections under a plan
subject to Code sections 125 or 401(k).
(i) "Designated Subsidiary" means any Subsidiary of the
Company that is designated from time to time by the Committee to permit
the employees of that Subsidiary to participate in the Plan.
(j) "Effective Date" means April 1, 2000, subject to approval
of the Plan by the Company's shareholders within 12 months of the
Plan's adoption.
(k) "Eligible Employee" means any employee of the Company or
any Designated Subsidiary that meets the eligibility requirements of
Section 4.
(l) "Enrollment Form" means the form filed with the Committee
authorizing payroll deductions pursuant to Section 5.
<PAGE>
(m) "Entry Date" means the first day of each calendar quarter
that coincides with or follows the Effective Date.
(n) "Fair Market Value" means, with respect to any Investment
Date, the lower closing price, as reported on The Nasdaq Stock Market,
on the first or last business day of the immediately preceding calendar
quarter.
(o) "Investment Account" means the account established for
each Participant to hold Common Stock purchased under the Plan pursuant
to Section 6.
(p) "Investment Date" means the first business day of each
calendar quarter after the Effective Date, on which shares of Common
Stock are or could be traded on The Nasdaq Stock Market.
(q) "Participant" means an Eligible Employee who elects to
participate in the Plan by filing an Enrollment Form pursuant to
Section 5 and who has not ceased to participate in the Plan pursuant to
Section 10.
(r) "Payroll Deduction Account" means the account established
for a Participant to hold payroll deductions pursuant to Section 5.
(s) "Plan" means this instrument and the employee stock
purchase plan established by this instrument.
(t) "Purchase Price" means the price for each whole and
fractional share of Common Stock, including those purchased by dividend
reinvestment, which shall be 85% of the Fair Market Value of such whole
or fractional share as of the Investment Date.
(u) "Subsidiary" means any corporation which is a "subsidiary
corporation" of the Company as such term is defined in Section 424 of
the Code.
SECTION 3. SHARES RESERVED FOR THE PLAN. The Company shall
reserve for issuance and purchase by employees under the Plan an aggregate of
500,000 shares of Common Stock, subject to adjustment as provided in Section 14.
Shares subject to the Plan shall be authorized but unissued shares, treasury
shares or shares purchased on the open market or in private transactions. Shares
needed to satisfy the Plan may be acquired from the Company or by purchases at
the Company's expense on the open market or in private transactions.
SECTION 4. ELIGIBLE EMPLOYEES. All employees of the Company or
any Designated Subsidiary are eligible to participate in the Plan, except the
following:
(a) any employee who had not been employed for more than 30
days prior to the Entry Date;
(b) any employee whose customary employment is 20 hours or
less per week; and
(c) any employee whose customary employment is for not more
than 5 months in a calendar year.
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<PAGE>
SECTION 5. ELECTION TO PARTICIPATE. Each Eligible Employee may
become a Participant on the Entry Date that coincides with or follows the date
he first becomes an Eligible Employee, by complying with this Section.
(a) The Eligible Employee shall file with the Committee an
Enrollment Form authorizing specified regular payroll deductions from
his Compensation.
(b) Regular payroll deductions shall be subject to a minimum
deduction of 1% and a maximum deduction of 20% of Compensation for the
payroll period and to a maximum deduction per payroll period of $1000.
(c) The Company shall hold all payroll deduction amounts as
part of its general assets, but shall credit each Participant's payroll
deduction amounts, without interest, to a Payroll Deduction Account in
his name.
(d) To begin participation as of an Entry Date, an Eligible
Employee must file his Enrollment Form with the Committee not less than
14 days before that Entry Date, unless a shorter period of time is
prescribed by the Committee. An Enrollment Form not filed within the
prescribed filing period shall be effective the second Entry Date
following the filing of the Enrollment Form.
(e) A Participant may increase or decrease his payroll
deduction, effective as of the next Entry Date, by filing a new
Enrollment Form.
(f) At any time during the first 2 1/2 months of a calendar
quarter, a Participant may elect to terminate his payroll deductions
and receive a refund of the balance in his Payroll Deduction Account
accumulated during that calendar quarter. In that event, he shall not
again become a Participant until the second Entry Date following his
election to terminate.
SECTION 6. PARTICIPANT PURCHASES AND INVESTMENT ACCOUNTS. On
each Investment Date, each Participant shall be deemed, without further action,
to have purchased shares of Common Stock with the entire balance in his Payroll
Deduction Account, and the Agent shall credit the purchased shares to the
Participant's Investment Account.
(a) The Participant shall be credited with the number of whole
and fractional shares (rounded to three decimal places) that his
Payroll Deduction Account balance can purchase at the Purchase Price on
that Investment Date.
(b) All dividends paid with respect to the whole and
fractional shares of the Common Stock and shares so purchased shall be
reinvested in Common Stock and added to the shares held for a
Participant in his Investment Account.
(c) Expenses incurred in the purchase of shares and the
expenses of the Agent shall be paid by the Company.
SECTION 7. LIMITATION ON PURCHASES. Participant purchases are
subject to the following limitations:
(a) During any one calendar year, a Participant may not
purchase, under the Plan or under any other plan qualified under Code
section 423, shares of Common Stock having a Fair Market Value
(determined by reference to the Fair Market Value on each date of
purchase) in excess of $25,000.
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<PAGE>
(b) During any one calendar year, all Participants who are
corporate officers of the Company may not purchase, in the aggregate,
more than 50% of the Common Stock purchased under the Plan during that
calendar year.
(c) A Participant's Payroll Deduction Account may not be used
to purchase Common Stock on any Investment Date to the extent that,
after such purchase, the Participant would own (or be considered as
owning within the meaning of Code section 424(d)) stock possessing 5%
or more of the total combined voting power of the Company. For this
purpose, stock that the Participant may purchase under any outstanding
option shall be treated as owned by such Participant. As of the first
Investment Date on which this paragraph limits a Participant's ability
to purchase Common Stock, the Participant's payroll deductions shall
terminate, and he shall receive a refund of the balance in his Payroll
Deduction Account.
SECTION 8. STOCK PURCHASES BY AGENT. As of each Investment
Date, the Agent shall acquire, using the accumulated balances of all
Participants' Payroll Deduction Accounts, shares of Common Stock to be credited
to those Participants' Investment Accounts.
(a) The Agent shall acquire shares issued or held as treasury
shares by the Company or, if directed by the Committee, by purchases on
the open market or in private transactions.
(b) If shares are purchased in one or more transactions on the
open market or in private transactions at the direction of the
Committee, the Company will pay the Agent the difference between the
Purchase Price and the price at which such shares are purchased for
Participants.
SECTION 9. INVESTMENT ACCOUNT WITHDRAWALS. Upon 5 business
days advance written notice to the Agent, a Participant may elect as of any
Investment Date to withdraw the assets in his Investment Account.
(a) The Participant may elect to obtain a certificate for the
whole shares of Common Stock credited to his Investment Account. As a
condition of participation in the Plan, each Participant agrees to
notify the Company if he sells or otherwise disposes of any of his
shares of Common Stock within two years of the Entry Date immediately
preceding the Investment Date on which such shares were purchased.
(b) The Participant may elect that all shares in his
Investment Account be sold and that the proceeds, less expenses of
sale, be remitted to him.
(c) In either event, the Agent will sell any fractional shares
held in the Investment Account and remit the proceeds of such sale,
less selling expenses, to the Participant.
(d) If a Participant withdraws the assets in his Investment
Account, he shall cease to be a Participant and shall not again become
a Participant until the second Entry Date following the withdrawal.
SECTION 10. CESSATION OF PARTICIPATION. If a Participant dies,
terminates employment, or withdraws assets from his Investment Account, he shall
cease to participate in the Plan, the Company shall refund the balance in his
Payroll Deduction Account, and the Agent shall distribute the assets in his
Investment Account.
(a) In the event of the Participant's death, his Payroll
Deduction Account balance and his Investment Account assets shall be
distributed to his Beneficiary.
-4-
<PAGE>
(b) If the Participant terminates employment, his Payroll
Deduction Account balance and his Investment Account assets shall be
distributed to him.
(c) Upon distribution, the Participant or, in the event of his
death, his Beneficiary may elect to obtain a certificate for the whole
shares of Common Stock credited to the Participant's Investment Account
or may elect that any whole shares in his Investment Account be sold.
In that event, the Agent will sell such whole shares and any fractional
shares held in the Investment Account and remit the proceeds of such
sale, less selling expenses.
SECTION 11. BENEFICIAL INTERESTS IN PLAN. Each Payroll
Deduction Account and each Investment Account shall be in the name of the
Participant. A Participant may designate a Beneficiary to receive his interests
in both accounts in the event of his death by complying with procedures
prescribed by the Committee. If a Participant dies without having designated a
Beneficiary, or if the Beneficiary does not survive the Participant, the
Participant's estate shall be his Beneficiary.
SECTION 12. ADMINISTRATION OF THE PLAN. The Plan shall be
administered by the Employee Stock Purchase Plan Committee.
(a) The Committee shall consist of not less than three members
appointed by the Board. The Board from time to time may fill vacancies
in the Committee.
(b) Subject to the express provisions of the Plan, the
Committee shall have the authority to take any and all actions
(including directing the Agent as to the acquisition of shares)
necessary to implement the Plan and to interpret the Plan, to
prescribe, amend and rescind rules and regulations relating to it, and
to make all other determinations necessary or advisable in
administering the Plan. All of such determinations shall be final and
binding upon all persons.
(c) A quorum of the Committee shall consist of a majority of
its members and the Committee may act by vote of a majority of its
members at a meeting at which a quorum is present, or without a meeting
by a written consent to their action taken signed by all members of the
Committee.
(d) The Committee may request advice or assistance or employ
such other persons as are necessary for proper administration of the
Plan.
SECTION 13. RIGHTS NOT TRANSFERABLE. Rights under the Plan are
not transferable by a Participant.
SECTION 14. CHANGE IN CAPITAL STRUCTURE. Despite anything in
the Plan to the contrary, the Committee may take the following actions without
the consent of any Participant or Beneficiary, and the Committee's determination
shall be conclusive and binding on all persons for all purposes.
(a) In the event of a stock dividend, stock split or
combination of shares, recapitalization or merger in which the Company
is the surviving corporation or other change in the Company's capital
stock (including, but not limited to, the creation or issuance to
shareholders generally of rights, options or warrants for the purchase
of common stock or preferred stock of the Company), the number and kind
of shares of stock or securities of the Company to be subject to the
Plan, the maximum number of shares or securities which may be delivered
under the Plan, the selling price and other relevant provisions shall
be appropriately adjusted by the Committee, whose determination shall
be binding on all persons.
(b) If the Company is a party to a consolidation or a merger
in which the Company is not the surviving corporation, a transaction
that results in the acquisition of substantially all of the
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<PAGE>
Company's outstanding stock by a single person or entity, or a sale or
transfer of substantially all of the Company's assets, the Committee
may take such actions with respect to the Plan as the Committee deems
appropriate.
SECTION 15. AMENDMENT OF THE PLAN. The Board may at any time,
or from time to time, amend the Plan in any respect. The shareholders of the
Company, however, must approve any amendment that would increase the number of
shares of Common Stock that may be issued under the Plan (other than an increase
merely reflecting a change in capitalization of the Company) or a change in the
designation of any corporations (other than a Subsidiary) whose employees become
Eligible Employees under the Plan.
SECTION 16. TERMINATION OF THE PLAN. The Plan and all rights
of employees and beneficiaries under the Plan shall terminate:
(a) on the Investment Date that Participants become entitled
to purchase a number of shares greater than the number of reserved
shares remaining available for purchase; or
(b) at any date at the discretion of the Board.
In the event that the Plan terminates under circumstances described in (a)
above, reserved shares remaining as of the termination date shall be issued to
Participants on a prorata basis. Upon termination of the Plan, each Participant
shall receive the balance in his Payroll Deduction Account and all shares in his
Investment Account.
SECTION 17. INDEMNIFICATION OF COMMITTEE. Members of the
Committee shall be entitled to indemnification and reimbursement to the same
extent applicable to directors of the Company pursuant to its Articles of
Incorporation and Bylaws.
SECTION 18. GOVERNMENT REGULATIONS. The Plan, the grant and
exercise of the rights to purchase shares under the Plan, and the Company's
obligation to sell and deliver shares upon the exercise of rights to purchase
shares, shall be subject to all applicable federal, state and foreign laws,
rules and regulations, and to such approvals by any regulatory or government
agency as may, in the opinion of counsel for the Company, be required.
INTERACTIVE INTELLIGENCE, INC. has caused this Interactive
Intelligence, Inc. Employee Stock Purchase Plan to be adopted as of April 1,
2000.
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<PAGE>
EXHIBIT 5
BAKER & DANIELS
300 NORTH MERIDIAN STREET
SUITE 2700
INDIANAPOLIS, INDIANA 46204
(317) 237-0300
March 31, 2000
Interactive Intelligence, Inc.
8909 Purdue Road
Suite 300
Indianapolis, Indiana 46268
Re: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have acted as counsel to Interactive Intelligence, Inc., an Indiana
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission (the "Commission") of the Company's
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933 (the "Act"), registering the offer and sale of up to
500,000 shares of the Company's Common Stock, $0.01 par value (the "Shares"),
pursuant to the Company's Employee Stock Purchase Plan (the "Plan").
In so acting, we have examined and relied upon the originals, or copies
certified or otherwise identified to our satisfaction, of such records,
documents and other instruments as in our judgment are necessary or appropriate
to enable us to render the opinion expressed below.
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and, when the Registration Statement shall have become effective
and the Shares have been issued in accordance with the Plan, the Shares will be
validly issued, fully paid and nonassessable.
Our opinion expressed above is limited to the federal law of the United
States and the law of the State of Indiana.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby concede that
we are within the category of persons whose consent is required under Section 7
of the Act or the Rules and Regulations of the Commission thereunder.
Very truly yours,
/s/ BAKER & DANIELS
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Interactive Intelligence, Inc. Employee Stock
Purchase Plan, of our report dated January 26, 2000, with respect to the
consolidated financial statements and schedule of Interactive Intelligence,
Inc. included in the Form 10-K for the year ended December 31, 1999.
/s/ Ernst & Young LLP
Indianapolis, Indiana
March 27, 2000
