<PAGE> 1
As filed with the Securities and Exchange Commission on January 21, 1998
REGISTRATION NO. 333-
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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. LONG-TERM INCENTIVE 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>
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
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<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share 750,000 $1.65625 $1,242,188 $367
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</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 January 16, 1998.
<PAGE> 2
PART II
This Registration Statement on Form S-8 relates to an additional
750,000 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 pursuant to the Syntellect Inc. Long-Term Incentive 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, 1996;
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, 1996;
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 Registration Statement on Form S-8 (File No.
333-02362) filed with the Commission March 14, 1996.
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 SERVICES
Inapplicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Inapplicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Inapplicable.
ITEM 7. EXEMPTIONS FROM REGISTRATION CLAIMED
Inapplicable.
ITEM 8. EXHIBITS
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<TABLE>
<CAPTION>
Exhibit Description
------- -----------
<S> <C>
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. Long-Term Incentive
Plan (incorporated by reference
to Exhibit 10.4 to Syntellect's
Annual Report on Form 10-K dated
December 31, 1996)
</TABLE>
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;
(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.
2
<PAGE> 4
(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 financial statements of the Company incorporated in this
Registration Statement by reference from the Company's Annual Report on Form
10-K for the year ended December 31, 1996 have been audited by KPMG Peat
Marwick LLP, independent auditors, as stated in their report appearing in such
Form 10-K, and have been incorporated herein by reference in reliance upon the
reports of such firm and upon their authority as experts in accounting and
auditing. The consolidated financial statements of Pinnacle Investment
Associates, Inc. and subsidiary as of December 31, 1995 and 1994 incorporated
in this Registration Statement by reference from Syntellect Inc.'s Annual
Report on Form 10-K for the year ended December 31, 1996 (which are not
presented separately therein) have been audited by Deloitte & Touche,
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
31st day of December, 1997.
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, Steve G.
Nussrallah, 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 31st day of December, 1997.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ J. Lawrence Bradner Chairman of the Board of Directors
------------------------------- and Chief Executive Officer
J. Lawrence Bradner (Principal Executive Officer)
/s/ Neal L. Miller Corporate Vice President, Chief
------------------------------- Financial Officer, Secretary and
Neal L. Miller Treasurer (Principal Financial and
Accounting Officer)
/s/ Steve G. Nussrallah Director, President and Chief
------------------------------- Operating Officer
Steve G. Nussrallah
</TABLE>
4
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<TABLE>
<S> <C>
/s/ Jack R. Kelly, Jr. Director
-------------------------------
Jack R. Kelly, Jr.
/s/ William P. Conlin Director
-------------------------------
William P. Conlin
/s/ A. Leroy Ellison Director
-------------------------------
A. Leroy Ellison
</TABLE>
5
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EXHIBIT INDEX
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<TABLE>
<CAPTION>
Exhibit Description
------- -----------
<S> <C>
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. Long-Term Incentive Plan (incorporated by
reference to Exhibit 10.4 to Syntellect's Annual Report on
Form 10-K dated December 31, 1996)
</TABLE>
<PAGE> 1
EXHIBIT 5.1
Opinion of King & Spalding
<PAGE> 2
[LETTERHEAD OF KING & SPALDING]
January 21, 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 750,000 shares of the Company's common stock, par
value $.01 per share (the "Shares"), to be issued pursuant to, or upon the
exercise of options (the "Options") or other stock-based awards (the "Awards")
granted pursuant to, the Syntellect Inc. Long-Term Incentive Plan (the
"Plan"), as amended.
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 the following: (i)
the Shares that may be issued pursuant to the Plan or upon exercise of the
Options or Awards granted pursuant to the Plan will continue to be duly
authorized on the dates of such issuance and (ii) on the date on which any
Option or Award is exercised, such Option or Award will have been duly
executed, issued and delivered by the Company and will constitute the legal,
valid and binding obligation of the Company, enforceable against the Company
in accordance with its terms subject, as to enforceability, to applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
creditors' rights generally, general equitable principles and the discretion
of courts in granting equitable remedies.
The opinions expressed herein are limited in all respects to the
federal laws of the United States of America and laws of the State of
Delaware, and no opinion is expressed with respect to the laws of any
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> 3
Syntellect Inc.
January 21, 1998
Page Two
Based upon the foregoing and subject to the limitations,
qualifications and assumptions set forth herein, we are of the opinion that:
a. The Shares are duly authorized; and
b. When the Shares are issued pursuant to the Plan or upon
exercise of the Options or Awards granted pursuant to the
Plan against payment therefor, as the case may be, 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 an Exhibit to the
Registration Statement.
Very truly yours,
/s/ King & Spalding
KING & SPALDING
<PAGE> 1
EXHIBIT 23.1
Consent of KPMG Peat Marwick LLP
<PAGE> 2
KPMG Peat Marwick LLP
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 5, 1997 relating to the
consolidated balance sheets of Syntellect Inc. and subsidiaries as of December
31, 1996 and 1995, 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, 1996, which report appears in the December 31, 1996
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 5, 1997, included a reference to other auditors with
respect to 1995 and 1994 as those reports relate to the 1995 and 1994
consolidated financial statements of Pinnacle Investment Associates, Inc. and
subsidiary which are included in the Consolidated Financial Statements of
Syntellect Inc. and are based solely on the report of the other auditors as it
relates to the amounts included for Pinnacle Investment Associates, Inc.
KPMG Peat Marwick LLP
Atlanta, Georgia
January 20, 1998
<PAGE> 1
EXHIBIT 23.2
Consent of Deloitte & Touche LLP
<PAGE> 2
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 sheets of Pinnacle Investment Associates, Inc. and
subsidiary as of December 31, 1995 and 1994, and the related consolidated
statements of operations, shareholders' equity, and cash flows for the years
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, 1996 and
to the reference to us under the heading "Experts" in this Registration
Statement.
Deloitte & Touche LLP
Atlanta, Georgia
January 20, 1998
