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As filed with the Securities and Exchange Commission on June 29, 1998
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
------------------
SYNTELLECT INC.
(Exact name of registrant as specified in its charter)
DELAWARE 86-0486871
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1000 HOLCOMB WOODS PARKWAY, SUITE 410A
ROSWELL, GEORGIA 30076
(Address, including zip code, of registrant's principal executive offices)
SYNTELLECT INC. 1990 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
J. LAWRENCE BRADNER
SYNTELLECT INC.
1000 HOLCOMB WOODS PARKWAY, SUITE 410A
ROSWELL, GEORGIA 30076
(770) 587-0700
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
COPIES TO:
ALAN J. PRINCE, ESQ.
KING & SPALDING
191 PEACHTREE STREET
ATLANTA, GEORGIA 30303-1763
(404) 572-4600
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Maximum Proposed Maximum
Amount to Offering Price Per Aggregate Offering Amount of
Title of Securities to be Registered be Registered Share(1) Price(1) Registration Fee
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share 400,000 2.0625 $825,000 $ 243
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of computing the registration fee pursuant
to Rule 457(h) on the basis of the high and low prices of Common Stock of
Syntellect Inc. on June 25, 1998.
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PART II
This Registration Statement on Form S-8 relates to an additional 400,000
shares of common stock, par value $.01 (the "Common Stock"), of Syntellect Inc.
(the "Company") to be issued to employees of the Company and certain
subsidiaries of the Company pursuant to the Syntellect Inc. 1990 Employee Stock
Purchase Plan. As permitted by General Instruction E (Registration of
Additional Securities) to Form S-8, this Registration Statement omits certain
information otherwise required by Form S-8.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
-----------------------------------------------
The following documents filed with the Securities and Exchange Commission
(the "Commission") are hereby incorporated by reference into this Registration
Statement:
1. The Annual Report of the Company on Form 10-K for the fiscal year ended
December 31, 1997;
2. All reports filed by the Company pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
since December 31, 1997;
3. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A dated February 23, 1990,
filed under the Exchange Act, including any amendment or report filed
for the purpose of updating such description; and
4. The Company's (a) Registration Statement on Form S-8 (File No.
33-35976) filed with the Commission on July 20, 1990; (b) Registration
Statement on Form S-8 (File No. 33-48638) filed with the Commission on
June 17, 1992; and (c) Registration Statement on Form S-8 (File No.
33-63642) filed with the Commission on June 1, 1993.
All documents filed by the Company subsequent to the date of this
Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all such securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
-------------------------
Inapplicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
-------------------------------------
Inapplicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
-----------------------------------------
Inapplicable.
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ITEM 7. EXEMPTIONS FROM REGISTRATION CLAIMED
------------------------------------
Inapplicable.
ITEM 8. EXHIBITS
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Exhibit Description
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5.1 Opinion of King & Spalding
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Deloitte & Touche LLP
23.3 Consent of King & Spalding (included in Exhibit 5.1)
24.1 Power of Attorney (included on signature page)
99.1 Syntellect Inc. 1990 Employee Stock Purchase Plan, as
amended through February 28, 1998 (incorporated by
reference to the Company's Proxy Statement filed with
the Commission on April 15, 1998)
ITEM 9. UNDERTAKINGS
------------
(a) 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:
(A) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(B) 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. Notwithstanding the foregoing,
any increase or decrease in volume of
securities offered (if the total dollar
value of securities offered would not
exceed that which was registered) and any
deviation from the low or high and of the
estimated maximum offering range may be
reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume
and price represent no more than 20% change
in the maximum aggregate offering price set
forth in the "Calculation of Registration
Fee" table in the effective registration
statement; and
(C) 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 (a)(1)(A) and
(a)(1)(B) do not apply if the information required to
be included in a post-effective amendment by those
2
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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
Exchange Act 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 that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The 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 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.
(c) 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 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.
EXPERTS
The consolidated financial statements of the Company and subsidiaries
incorporated in this Registration Statement by reference from the Company's
Annual Report on Form 10-K for the year ended December 31, 1997 have been
incorporated herein by reference in reliance upon the reports of KPMG Peat
Marwick LLP and Deloitte and Touche LLP, independent certified public
accountants, incorporated by reference herein and upon the authority of said
firms as experts in accounting and auditing. The consolidated financial
statements of Pinnacle Investment Associates Inc. and subsidiary as of December
31, 1995 incorporated in this Registration Statement by reference from
Syntellect Inc.'s Annual Report on Form 10-K for the year ended December 31,
1997 (which are not presented separately therein) have been audited by Deloitte
& Touche LLP, independent auditors, as stated in their report, which is
incorporated herein by reference, and have been so incorporated in reliance upon
the report of such firm given upon their authority as experts in accounting and
auditing.
3
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Roswell, State of Georgia on the 29th day of June,
1998.
SYNTELLECT INC.
By: /s/ Neal L. Miller
--------------------------------
Neal L. Miller
Corporate Vice President,
Chief Financial Officer,
Secretary and Treasurer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints J. Lawrence Bradner and Neal L. Miller and each
of them, his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for such persons and in his or her
name, place and stead, in any and all capacities, to sign any and all amendments
to this Registration Statement, and to file the same with all exhibits thereto
and other documents in connection therewith, with the Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and to perform each and every act and thing requisite or necessary to be done
in and about the premises, as fully and to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said attorneys-
in-fact and agents, and any of them, or their substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the capacity
indicated on the 29th day of June, 1998.
Signature Title
- --------- -----
/s/ J. Lawrence Bradner
- --------------------------- Chairman of the Board of Directors,
J. Lawrence Bradner Chief Executive Officer, President
and Chief Operating Officer
(Principal Executive Officer)
/s/ Neal L. Miller
- --------------------------- Corporate Vice President, Chief
Neal L. Miller Financial Officer, Secretary and
Treasurer (Principal Financial
Officer)
4
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/s/ W. Pamplin
- -------------------------- Corporate Vice President, Controller
W. Pamplin (Principal Accounting Officer)
/s/ Jack R. Kelly, Jr.
- -------------------------- Director
Jack R. Kelly, Jr.
/s/ William P. Conlin
- -------------------------- Director
William P. Conlin
/s/ Michael R. Bruce
- -------------------------- Director
Michael R. Bruce
5
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EXHIBIT INDEX
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Exhibit Description
- ------- -----------
5.1 Opinion of King & Spalding
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Deloitte & Touche LLP
23.3 Consent of King & Spalding (included
in Exhibit 5.1)
24.1 Power of Attorney (included on signature page)
99.1 Syntellect Inc. 1990 Employee Stock Purchase Plan, as amended through
February 28, 1998 (incorporated by reference to the Company's Proxy
Statement filed with the Commission on April 15, 1998)
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[LETTERHEAD OF KING & SPALDING APPEARS HERE]
June 24, 1998
Syntellect Inc.
1000 Holcomb Woods Parkway
Suite 410A
Roswell, Georgia 30076
Re: Syntellect Inc. -- Form S-8
Registration Statement
Gentlemen:
We have acted as counsel for Syntellect Inc., a Delaware corporation (the
"Company"), in connection with the preparation of a Registration Statement on
Form S-8 (the "Registration Statement") to be filed with the Securities and
Exchange Commission. The Registration Statement relates to an additional
400,000 shares of the Company's common stock, par value $.01 per share (the
"Shares"), to be issued pursuant to the Syntellect Inc. 1990 Employee Stock
Purchase Plan, as amended (the "Plan").
As such counsel, we have examined and relied upon such records, documents,
certificates and other instruments as in our judgment are necessary or
appropriate to form the basis for the opinions hereinafter set forth. In all
such examinations, we have assumed the genuineness of signatures on original
documents and the conformity to such original documents of all copies submitted
to us as certified, conformed or photographic copies, and as to certificates of
public officials, we have assumed the same to have been properly given and to be
accurate.
For purposes of this opinion, we have assumed that the Shares that may be
issued pursuant to the Plan will continue to be duly authorized on the dates of
such issuance.
The opinions expressed herein are limited in all respects to the federal
laws of the United States of America and the Delaware General Corporation Law,
and no opinion is expressed with respect to the laws of any other jurisdiction
or any effect which such laws may have on the opinions expressed herein. This
opinion is limited to the matters stated herein, and no opinion is implied or
may be inferred beyond the matters expressly stated herein.
<PAGE>
Syntellect Inc.
June 24, 1998
Page 2
Based upon the foregoing and subject to the limitations, qualifications
and assumptions set forth herein, we are of the opinion that:
(i) The Shares are duly authorized; and
(ii) When the Shares are issued pursuant to the Plan against payment
therefor, as provided in the Plan, such Shares will be validly
issued, fully paid and nonassessable.
This opinion is given as of the date hereof, and we assume no obligation
to advise you after the date hereof of facts or circumstances that come to our
attention or changes in law that occur which could affect the opinions contained
herein. This letter is being rendered solely for the benefit of Syntellect Inc.
in connection with the matters addressed herein. This opinion may not be
furnished to or relied upon by any person or entity for any purpose without our
prior written consent.
We consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ King & Spalding
----------------------
King & Spalding
<PAGE>
Accountants' Consent
The Board of Directors of Syntellect Inc.
We consent to incorporation by reference in the Registration Statement on Form
S-8 of Syntellect Inc. of our report dated February 6, 1998 relating to the
consolidated balance sheets of Syntellect Inc. and subsidiaries as of December
31, 1997 and 1996, and the related consolidated statements of operations,
stockholders' equity and cash flows for each of the years in the three-year
period ended December 31, 1997, which report appears in the December 31, 1997
annual report on Form 10-K of Syntellect Inc., and to the reference to our firm
under the heading "Experts" in the Registration Statement.
Our report dated February 6, 1998, included a reference to other auditors with
respect to 1995 as it relates to the 1995 consolidated financial statements of
Pinnacle Investment Associates, Inc. and subsidiary which are included in the
consolidated financial statements of Syntellect Inc. and subsidiaries and is
based solely on the report of the other auditors as it relates to the amounts
included for Pinnacle Investment Associates, Inc. and Subsidiary.
KPMG Peat Marwick LLP
Atlanta, Georgia
June 22, 1998
<PAGE>
Deloitte & Touche LLP
We consent to the incorporation by reference in this Registration
Statement of Syntellect Inc. on Form S-8 of our report dated February 9, 1996,
except as to Note 20 which is dated as of March 14, 1996, relating to the
consolidated balance sheet of Pinnacle Investment Associates Inc. and subsidiary
as of December 31, 1995, and the related consolidated statements of operations,
shareholders' equity, and cash flows for the year then ended (which are not
presented separately therein) appearing in the Annual Report on Form 10-K of
Syntellect Inc. for the year ended December 31, 1997 and to the reference to us
under the heading "Experts" in this Registration Statement.
Deloitte & Touche LLP
Atlanta, Georgia
June 23, 1998
