<PAGE> 1
As filed with the Securities and Exchange Commission on October 30, 2000
UNITED STATES
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)
<TABLE>
<S> <C>
Delaware 86-0486871
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
Suite 100
16610 North Black Canyon Highway
Phoenix, Arizona 85053
(Address of Principal Executive Offices, Including Zip Code)
SYNTELLECT INC. LONG-TERM INCENTIVE PLAN
(Full title of the plan)
Timothy P. Vatuone
Vice President and Chief Financial Officer
SYNTELLECT INC.
Suite 100
16610 North Black Canyon Highway
Phoenix, Arizona 85053
(Name and address of agent for service)
(602) 789-2800
(Telephone number, including area code, of agent for service)
Copies to:
Robert K. Rogers, Esq.
Rogers & Theobald, P.A.
Suite 850
The Camelback Esplanade
2425 East Camelback Road
Phoenix, Arizona 85016
(602) 852-5550
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share(1) price fee
-------------------- -------------- ----------------- ---------------- ---------------------
<S> <C> <C> <C> <C>
Common Stock, 600,000 $4.60 $2,760,000 $728.64
par value $0.01
per share
------------------------------------------------------------------------------------------------------------------------------------
</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 the common stock
of Syntellect Inc., par value $0.01 per share, on October 26, 2000.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement on Form S-8 registers an additional 600,000
shares of common stock, par value $0.01 per share (the "Common Stock"), of
Syntellect Inc. (the "Registrant") reserved and available for Awards to be
issued to employees of the Registrant and of 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.
Item 3. Incorporation of Certain Documents by Reference
The following documents of the Registrant previously filed with the
Commission are hereby incorporated by reference in this Registration Statement:
a. the Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1999, filed with the Commission on
March 30, 2000 (File No. 000-18323);
b. all reports filed by the Registrant pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), since December 31, 1999;
c. the description of the Registrant's Common Stock contained in
the registration statement on Form 8-A filed on February 23,
1990, including any amendment or report filed for the purpose
of updating such description; and
d. registration statement on Form S-8 filed by the Registrant on
January 21, 1998 (File No. 333-44587), registration statement
on Form S-8 filed by the Registrant on March 14, 1996 (File
No. 333-2362) and registration statement on Form S-8 filed by
the Registrant on August 31, 1995 (File No. 33-96472).
All documents filed by the Registrant 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
Not applicable.
2
<PAGE> 3
Item 5. Interest of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Not applicable.
Item 7. Exemption From Registration Claimed
Not applicable.
Item 8. Exhibits
See "EXHIBIT INDEX" following signatures.
Item 9. Undertakings
(1) The undersigned Registrant hereby undertakes:
(a) 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;
(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. 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 end 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 a 20 percent
change in the maximum aggregate offering
price set forth in the "Calculation of
Registration Fee" table in the effective
registration statement; and
(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 paragraph (a)(1)(i)
and (a)(1)(ii) of section 229.512 of
Regulation S-K 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 Exchange Act that are
incorporated by reference in this
Registration Statement;
(b) That, for the purpose of determining any liability
under the Securities Act, 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.
(c) 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.
3
<PAGE> 4
(2) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's Annual
Report pursuant to Section 15(d) of the Exchange Act) 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.
(3) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the
Securities 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 a controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
SIGNATURES
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 Phoenix, State of Arizona on the 20th day of October,
2000.
SYNTELLECT INC.
(Registrant)
By: /s/ Anthony V. Carollo
------------------------------
Anthony V. Carollo
Chairman of the Board,
Chief Executive Officer
and President
October 20, 2000
Date
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Anthony V. Carollo, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for such persons and in his 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 attorney-in-fact and agent 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 attorney-in-fact and agent, or his substitutes, may lawfully do or
cause to be done by virtue hereof.
4
<PAGE> 5
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
respective dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
-------------------------- ---------------------------------- ---------------------
<S> <C> <C>
/s/ Anthony V. Carollo Chairman of the Board, Chief Executive October 20, 2000
-------------------------- Officer and President
Anthony V. Carollo
/s/ Timothy P. Vatuone Timothy P. Vatuone, Chief Financial Officer, October 20, 2000
-------------------------- Vice President, Secretary, and Treasurer
Timothy P. Vatuone
/s/ Keith Pekkala Keith Pekkala, Vice President, Controller and October 20, 2000
-------------------------- Assistant Secretary
Keith Pekkala
/s/ Michael R. Bruce Director October 24, 2000
--------------------------
Michael R. Bruce
/s/ William P. Conlin Director October 20, 2000
--------------------------
William P. Conlin
/s/ Michael D. Kaufman Director October 20, 2000
--------------------------
Michael D. Kaufman
</TABLE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description
------- -----------
<S> <C>
4.0 Syntellect Inc. Long-Term Incentive Plan, as amended through June 1, 2000
5.1 Opinion of Rogers & Theobald, P.A.
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Rogers & Theobald, P.A. (included in Exhibit 5.1 hereof)
24.1 Power of Attorney (included on signature page hereof)
</TABLE>
5
