As filed with the Securities and Exchange Commission on March 21, 1995
Registration No. 33-
---------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INTER-TEL, INCORPORATED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
-------------------------
ARIZONA 3661 86-0220994
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION
NUMBER)
7300 WEST BOSTON STREET
CHANDLER, ARIZONA 85226
(602) 961-9000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
-------------------------
STEVEN G. MIHAYLO
CHAIRMAN OF THE BOARD OF DIRECTORS AND CHIEF EXECUTIVE OFFICER
INTER-TEL, INCORPORATED
7300 WEST BOSTON STREET
CHANDLER, ARIZONA 85226
(602) 961-9000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
-------------------------
Copies of all communications should be
sent to:
JEFFREY D. SAPER, ESQ. PAUL MEYER, ESQ.
PATRICK J. SCHULTHEIS, ESQ. MEYER, HENDRICKS, VICTOR,
WILSON, SONSINI, GOODRICH & ROSATI OSBORN & MALEDON
650 PAGE MILL ROAD 2929 NORTH CENTRAL AVENUE
PALO ALTO, CA 94304 SUITE 2100
(415) 493-9300 PHOENIX, AZ 85012-2794
(602) 640-9300
-------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the Registration Statement becomes effective.
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, check the following box. /X/
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
=================================================================================================
TITLE OF EACH CLASS OF AMOUNT TO PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED PER SHARE* OFFERING PRICE* FEE
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock........... 250,000 $11.125 $2,781,250 $960
=================================================================================================
* Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 under the Securities Act of 1933, based on the
average of the high and low prices per share of Common Stock reported on
the Nasdaq National Market System on March 14, 1995.
</TABLE>
------------
The Registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
================================================================================
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED MARCH 21, 1995
250,000 SHARES
INTER-TEL
COMMON STOCK
----------------------
All of the 250,000 shares of Common Stock of Inter-Tel, Incorporated
("Inter-Tel" or the "Company") offered hereby are being offered for sale from
time to time by one of the Company's shareholders (the "Selling Shareholder").
See "Principal and Selling Shareholders." The Company has been advised that the
Selling Shareholder expects to offer the shares on the Nasdaq National Market
System through certain broker-dealers at the then current market price or in
negotiated transactions. See "Plan of Distribution." The Company will not
receive any of the proceeds from the sale of shares by the Selling Shareholder.
See "Investment Considerations" for information that should be
considered by prospective investors.
The Selling Shareholder will bear all discounts and commissions paid to
broker-dealers in connection with the sale of the shares and the fees and
expenses of any counsel and other advisers that the Selling Shareholder may
employ to represent it in this offering.
The Common Stock is quoted on the NASDAQ National Market System under
the trading symbol "INTL." On March 20, 1995, the last sale price of the Common
Stock as reported by the NASDAQ National Market System was 10 3/8 per share.
------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------
The date of this Prospectus is March 21, 1995
No person is authorized to give any information or to make any
representations, other than those contained in this Prospectus, in connection
with the offering described herein, and, if given or made, such information or
representations must not be relied upon as having been authorized by the Company
or the Selling Shareholder. This Prospectus does not constitute an offer to
sell, or a solicitation of an offer to buy, nor shall there be any sale of these
securities by any person in any jurisdiction in which it is unlawful for such
person to make such offer, solicitation or sale. Neither the delivery of this
Prospectus nor any sale made hereunder shall under any circumstances create an
implication that the information contained herein is correct as of any time
subsequent to the date hereof.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy statements and other information
statements and other information with the Securities and Exchange Commission
(the "Commission"). Such reports, proxy and information statements 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.,
Judiciary Plaza, Washington, D.C. 20549, and at the following Regional Offices
of the Commission: New York Regional Office, 7 World Trade Center, 13th Floor,
New York, New York 10048, and Chicago Regional Office, Northwestern Atrium
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of
such material may be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549,
at prescribed rates.
The Company has filed with the Commission a Registration Statement on
Form S-3 (the "Registration Statement") under the Securities Act of 1933, as
amended (the "Securities Act"), with respect to the Common Stock offered hereby.
This Prospectus does not contain all the information set forth in the
Registration Statement and the exhibits and schedules thereto, certain parts of
which are omitted in accordance with the rules and regulations of the
Commission. Statements contained in this Prospectus as to the contents of any
contract or other document are not necessarily complete and in each instance
reference is made to the copy of such contract or other document filed as an
exhibit to this Registration Statement or incorporated by reference herein. For
further information regarding the Company and the Common Stock offered by this
Prospectus, reference is made to such Registration Statement and the exhibits
and schedules thereto. The Registration Statement and the exhibits and schedules
thereto may be inspected without charge at the office of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549, and copies may be obtained from the
Commission at prescribed rates.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission are hereby
incorporated in this Prospectus by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1993;
(b) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1994; and
(c) The Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1994.
(d) The Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1994.
The description of the Registrant's capital stock contained in the
Registrant's Registration Statement on Form 8-A filed with the Securities and
Exchange Commission pursuant to Section 12(g) of the Exchange Act of 1934 on
February 26, 1982 (File No. 0-10211).
All other documents filed by the Company pursuant to Section 13(a),
13(c), 14 of 15(d) of the Exchange Act subsequent to the date of this Prospectus
and prior to the termination of the offering of the Shares offered hereby shall
be deemed to be incorporated by reference into this Prospectus. Any statement
contained in a document, all or a portion of which is incorporated herein by
reference, shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any
subsequently dated document, which also is incorporated herein by reference,
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, on the written or oral request of any such person, a
copy of any or all of the documents incorporated herein by reference (other than
exhibits to such documents which are not specifically incorporated by reference
in such documents). Written requests for such copies should be directed to the
Company's executive offices as follows: Inter-Tel, Incorporated, 7300 West
Boston Street, Chandler, Arizona 85226. Telephone requests may be directed to
(602) 961-9000, Attn:
Corporate Secretary.
INVESTMENT CONSIDERATIONS
Prospective investors should carefully consider the following factors,
together with the other information contained in this Prospectus, in evaluating
an investment in the Common Stock.
DEPENDENCE UPON CONTRACT MANUFACTURERS AND COMPONENT SUPPLIERS.
Although the Company primarily uses standard parts and components in the
manufacture of its products, certain components used in the Company's systems,
including certain microprocessors, integrated circuits and voice processing
interface cards, are currently available from a single source or limited sources
of supply. In addition, the Company currently manufactures its products through
a limited number of contract manufacturers located in the United States, South
Korea and the Philippines. Foreign manufacturing facilities are subject to
changes in government policies, imposition of tariffs and import restrictions
and other factors beyond the Company's control. From time to time, the Company
has experienced delays in the supply of components and finished goods. There can
be no assurance that the Company will not experience such delays in the future,
and delay in delivery or lack of supply from existing sources or the inability
to develop alternative sources, if and when required in the future, could
materially and adversely affect operating results.
TECHNOLOGICAL CHANGE AND DEPENDENCE ON NEW PRODUCTS. The market for the
Company's systems and products is characterized by technological change and
continuing demand for new features and applications. Accordingly, the timely
introduction of new products and product features, as well as new
telecommunications applications, will be a key factor in the Company's continued
success. There can be no assurance that the Company will be able to identify,
develop and introduce into its products in a timely manner new features and
technologies responsive to changing market needs. In addition, new features and
products from time to time contain undetected errors or "bugs" when first
released, which can impact market acceptance of the Company's products.
Moreover, new products often take several weeks or months before their
manufacturing costs stabilize, which may affect operating results during this
period. The Company introduced a new, fully digital telephone system, called
AXXESS, in the fourth quarter of 1993. This system has become the Company's
principal product line. In addition, the Company intends to incorporate the
AXXESS software into certain other product lines in the future, increasing the
Company's dependence on AXXESS products and the underlying software. There can
be no assurance that the market success of AXXESS can be sustained, and any
diminution and market acceptance of such product could have material adverse
effect on the Company's operating results. Moreover, there can be no assurance
that the Company will be able to continue to develop new products, technologies
and applications as required by changing market needs in the future.
COMPETITION. The market for the Company's products is highly
competitive and has been characterized in recent periods by pricing pressures,
business consolidations and slightly higher revenue trends in sales of initial
systems. The Company competes with a large number of companies including AT&T
and Northern Telecom, as well as Comdial, Executone, Iwatsu, Mitel, NEC,
Nitsuko, Panasonic, ROLM, Toshiba and others. Many of these competitors have
significantly greater financial, marketing and technical resources than the
Company. The Company also competes against the regional Bell operating
companies, which offer systems produced by one or more of the aforementioned
competitors and also offer Centrex services in which call switching facilities
are provided through equipment located in the telephone company's central
office. In addition, certain of the Company's competitors market systems
designed specifically for very small or very large organizations, markets which
the Company's current products do not specifically address. The Company expects
that competition will continue to be intense in the markets addressed by the
Company and there can be no assurance that the Company will be able to continue
successfully.
POTENTIAL FLUCTUATIONS IN QUARTERLY RESULTS. The Company's quarterly
operating results depend upon the volume and timing of orders received during
the quarter, which are difficult to forecast. The Company's customers typically
require the immediate shipment and installation of systems. As a result, the
Company has historically operated with a relatively small backlog, and sales and
operating results in any quarter are principally dependent on orders booked and
shipped in that quarter. Moreover, market demand for investment in capital
equipment such as telephone systems is largely dependent on general economic
conditions, and can vary significantly as a result of changing conditions in the
economy as a whole. The Company's expense levels are based in part on
expectations as to future sales and, if sales levels do not meet expectations,
operating results could be adversely affected. Because sales of systems through
the Company's dealers produce lower margins than sales through the Company's
direct sales organization, operating results will vary based upon the mix of
sales through direct and indirect channels. In addition, although the Company to
date has been able to resell the rental streams from leases under its Totalease
program profitably and on a substantially current basis, the timing and
profitability of lease resales from quarter to quarter could impact operating
results. Also, the Company continues to acquire distributors of telephony
products and other complementary businesses. No assurance can be given that
acquired businesses can be successfully integrated into the Company or that
acquisitions will positively impact operating results. The accounting effects of
such transactions could result in fluctuations in quarterly financial results.
The Company is also subject to seasonality in its operating results, as net
sales for the first quarter are frequently flat or below the previous fourth
quarter results. As a result of these factors, the Company could experience
fluctuations in sales and operating results on a quarterly basis.
PROPRIETARY RIGHTS. From time to time the Company is subject to
proceedings alleging infringement by the Company of intellectual property rights
of others. Such proceedings could require the Company to expend significant sums
in litigation and could require the Company to pay significant damages, develop
non-infringing technology or acquire licenses to the technology which is the
subject of the asserted infringement. Moreover, the Company relies upon
copyright and trade secret protection to protect the Company's proprietary
rights in its products. There can be no assurance that these protections will be
adequate to deter misappropriation of the Company's technologies or independent
third party development of similar technologies.
THE COMPANY
Inter-Tel designs, produces and markets telephone systems, applications
and services to businesses and other organizations requiring small to medium
size telephone system installations. The Company is a leading supplier to this
market, with an installed base estimated at approximately 160,000 systems and
3,300,000 telephones. The Company's products and services include telephone
switches and telephones, maintenance, leasing and support services, long
distance calling services, and voice mail and other telecommunications
applications. The Company's wide range of products support installations of 5 to
500 telephones, with the Company's principal system sales consisting of systems
supporting 11 to 200 telephones. Based on information obtained from industry
sources, the Company believes that systems supporting 5 to 500 telephones
represent 95% of all domestic telephone system installations, and that the
market for these systems and related applications in the United States was in
excess of $4 billion in 1993.
The Company was incorporated in Arizona in July 1969. Its principal
offices are located at 7300 West Boston Street, Chandler, Arizona 85226 and its
telephone number at that address is (602) 961-9000. As used in this Prospectus,
"Inter-Tel" or the "Company" refers to Inter-Tel, Incorporated and its
subsidiaries.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the shares
offered hereby.
<TABLE>
SELLING SHAREHOLDER
The following table sets forth certain information regarding the
beneficial ownership of the Company's Common Stock of the Selling Shareholder as
of March 3, 1995. Karl Eller, the sole shareholder of the Selling Shareholder,
is a former director of the Company. On August 29, 1994, the Selling Shareholder
purchased 250,000 shares of the Company's Common Stock from Steven G. Mihaylo,
the Chairman of the Board of Directors and Chief Executive Officer of the
Company.
<CAPTION>
SHARES BENEFICIALLY SHARES BENEFICIALLY
OWNED PRIOR TO OFFERING NUMBER OF OWNED AFTER OFFERING
------------------------ SHARES BEING -----------------------
NAME OF SELLING SHAREHOLDER NUMBER PERCENTAGE OFFERED NUMBER PERCENTAGE
--------------------------- ------- ----------- ------------ ------ ----------
<S> <C> <C> <C> <C> <C>
Red River Resources, Inc.(1)................. 262,500 2.5% 250,000 12,500 *
- ---------
* Less than one percent of the outstanding Common Stock
(1) Includes 12,500 shares underlying stock options which are currently
exercisable by Karl Eller, the sole shareholder of the Selling
Shareholder.
</TABLE>
PLAN OF DISTRIBUTION
The Common Stock offered hereby is being offered directly by the
Selling Shareholder. The Company has been advised by the Selling Shareholder
that it intends to sell all of the shares offered hereby from time to time
during the ninety (90) day period following the date of this Prospectus in the
over-the-counter market and that sales will be made at prices prevailing at the
times of such sales. The Selling Shareholder may also make private sales at
negotiated prices directly or through a broker or brokers, who may act as agent
or as principal or by a combination of such methods of sale. The Selling
Shareholder and any underwriter, dealer or agent who participate in the
distribution of such shares may be deemed to be "underwriters" under the
Securities Act, and any discount, commission or concession received by such
persons might be deemed to be an underwriting discount or commission under the
Securities Act.
Any broker-dealer participating in such transactions as agent may
receive commissions from the Selling Shareholder (and, if acting as agent for
the purchaser of such shares, from such purchaser). Usual and customary
brokerage fees will be paid by the Selling Shareholder. Broker-dealers may agree
with the Selling Shareholder to sell a specified number of shares at a
stipulated price per share, and, to the extent such a broker-dealer is unable to
do so acting as agent for the Selling Shareholder, to purchase as principal any
unsold shares at the price required to fulfill the broker-dealer commitment to
the Selling Shareholder. Broker-dealers who acquire shares as principal may
thereafter resell such shares from time to time in transactions (which may
involve crosses and block transactions and which may involve sales to and
through other broker-dealers, including transactions of the nature described
above) in the over-the-counter market, in negotiated transactions or by a
combination of such methods of sale or otherwise at market prices prevailing at
the time of sale or at negotiated prices, and in connection with such resales
may pay to or receive from the purchasers of such shares commissions computed as
described above.
The Company has advised the Selling Shareholder that the
anti-manipulative Rules 10b-6 and 10b-7 under the Exchange Act may apply to
sales in the market, has furnished the Selling Shareholder with a copy of these
Rules and has informed the Selling Shareholder of the need for delivery of
copies of this Prospectus. The Selling Shareholder may indemnify any
broker-dealer that participates in transactions involving the sale of the shares
against certain liabilities, including liabilities arising under the Securities
Act. Any commissions paid or any discounts or concessions allowed to any such
broker-dealers, and any profits received on the resale of such shares, may be
deemed to be underwriting discounts and commissions under the Securities Act if
any such broker-dealers purchase shares as principal.
In order to comply with the securities laws of certain states, if
applicable, the Common Stock will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states, the
Common Stock may not be sold unless such shares have been registered or
qualified for sale in the applicable state or an exemption from the registration
or qualification requirement is available and is complied with.
At the time a particular offer of the shares of Common Stock registered
hereunder is made, if required, a Prospectus Supplement will be distributed that
will set forth the number of shares being offered and the terms of the offering
including the name of any underwriter, dealer or agent, the purchase price paid
by any underwriter for securities purchased from, any discount, commission and
other item constituting compensation and any discount, commission or concession
allowed or reallowed or paid to any dealer, and the proposed selling price to
the public.
There can be no assurance that the Selling Shareholder will sell all or
any of the shares of Common Stock offered hereunder.
LEGAL MATTERS
Certain matters with respect to the validity of the shares of Common
Stock offered hereby are being passed upon for the Company by Kristi S.
Bonfiglio, the Company's General Counsel.
EXPERTS
The consolidated financial statements of Inter-Tel, Incorporated
incorporated by reference in Inter-Tel, Incorporated's Annual Report (Form 10K)
for the year ended December 31, 1993, have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon included therein and
incorporated herein by reference. Such financial statements have been
incorporated herein by reference in reliance upon such reports given upon
authority of such firm as experts in accounting and auditing.
INTER-TEL, INCORPORATED
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Registration fee--Securities and
Exchange Commission................................... $ 960
Accountant's fees....................................... $ 2,000
Legal fees.............................................. $ 6,500
Miscellaneous........................................... $ 540
----------
Total ................................................. $ 10,000
All of the above expenses will be paid (or reimbursed) by the Selling
Shareholder.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Articles of Incorporation limit, to the maximum extent
permitted by Arizona law, the personal liability of directors for monetary
damages for breach of their fiduciary duties as a director. The Company's Bylaws
provide that the Company shall indemnify its officers and directors and may
indemnify its employees and other agents to the fullest extent permitted by law.
The Company has entered into indemnification agreements with its officers and
directors containing provisions which are in some respects broader than the
specific indemnification provisions contained in the Arizona General Corporation
Law. The indemnification agreements may require the Company, among other things,
to indemnify such officers and directors against certain liabilities that may
arise by reason of their status or service as directors or officers (other than
liabilities arising from willful misconduct of a culpable nature), to advance
their expenses incurred as a result of any proceeding against them as to which
they could be indemnified, and to obtain directors' and officers' insurance, if
available on reasonable terms. The Company believes that these agreements are
necessary to attract and retain qualified persons as directors and officers.
At present, there is no pending litigation or proceeding involving
any director, officer, employee or agent of the Company where indemnification
will be required or permitted. The Company is not aware of any threatened
litigation or proceeding which may result in a claim for such indemnification.
ITEM 16. EXHIBITS.
Exhibit No. Exhibit
5.1 Opinion of Kristi S. Bonfiglio, Esq., General Counsel
23.0 Consent of Independent Auditors
23.1 Consent of Kristi S. Bonfiglio, Esq., General Counsel
(included in Exhibit 5.1)
ITEM 17. UNDERTAKINGS
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.
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 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;
(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; 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 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 any
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.
INTER-TEL, INCORPORATED
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Amendment to Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Chandler, State of Arizona, on the 20th day of March, 1995.
INTER-TEL, INCORPORATED
By: /S/ KURT R. KNEIP
-----------------------------------
Kurt R. Kneip, Vice President and
Chief Financial Officer
<TABLE>
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to Registration Statement has been signed by the following persons in
the capacities and on the dates indicated:
<CAPTION>
Signature Title Date
- ---------------------------------------- -------------------------------------------- -----------------
<S> <C> <C>
/S/ STEVEN G. MIHAYLO
- ---------------------------------------- Chairman of the Board of Directors and Chief March 20, 1995
Steven G. Mihaylo Executive Officer (Principal Executive Officer)
/S/ KURT R. KNEIP
- ---------------------------------------- Vice President and Chief Financial Officer March 20, 1995
Kurt R. Kneip (Principal Financial and Accounting Officer)
/S/ MAURICE H. ESPERSETH
- ---------------------------------------- Director March 20, 1995
Maurice H. Esperseth
/S/ C. ROLAND HADEN
- ---------------------------------------- Director March 20, 1995
C. Roland Haden
/S/ KATHLEEN WADE
- ---------------------------------------- Director March 20, 1995
Kathleen Wade
/S/ GARY D. EDENS
- ---------------------------------------- Director March 20, 1995
Gary D. Edens
/S/ NORMAN STOUT
- ---------------------------------------- Director March 20, 1995
Norman Stout
</TABLE>
EXHIBIT 5.1
March 21, 1995
Inter-Tel, Incorporated
7300 West Boston Street
Chandler, Arizona 85226
RE: REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
I, as general counsel of Inter-Tel, Incorporated, an Arizona corporation
(the "Company"), have examined the Registration Statement on Form S-3 to be
filed by the Company with the Securities and Exchange Commission on or about
March 21, 1995 (the "Registration Statement") in connection with the
registration under the Securities Act of 1933, as amended, of 250,000 shares of
the Company's Common Stock (the "Shares") to be sold by a certain shareholder
(the "Selling Shareholder"). I have examined the proceedings taken and proposed
to be taken in connection with the sale of the Shares by the Selling Shareholder
in the manner set forth in the Registration Statement in the Section entitled
"Plan of Distribution."
It is my opinion that the Shares are legally and validly issued, fully paid
and nonassessable.
I consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of my name wherever appearing in the
Registration Statement, including any Prospectus constituting a part thereof,
and any amendments thereto.
Very truly yours,
Kristy S. Bonfiglio,
General Counsel
INTER-TEL, INCORPORATED
EXHIBIT 23.0
CONSENT OF ERNST & YOUNG LLP,
INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement (Form S-3) and related prospectus of Inter-Tel,
Incorporated for the registration of 250,000 shares of its common stock and to
the incorporation by reference therein of our report dated January 28, 1994,
with respect to the consolidated financial statements and schedules of
Inter-Tel, Incorporated included in its Annual Report (Form 10K) for the year
ended December 31, 1993, filed with the Securities and Exchange Commission.
ERNST & YOUNG, LLP
Phoenix, Arizona
March 17, 1995
