<PAGE> 1
As filed with the Securities and Exchange Commission on July 17, 1995
Registration No. 33- __________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________________
INTERVOICE, INC.
(Exact name of registrant as specified in its charter)
Texas 75-1927578
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
17811 Waterview Parkway
Dallas, Texas 75252
(Address of Principal Executive Offices) (Zip Code)
_______________________
INTERVOICE, INC. 1990 INCENTIVE STOCK OPTION PLAN
(Full title of the Plan)
_______________________
Rob-Roy J. Graham Copy to:
Chief Financial Officer Sam P. Burford, Jr.
and Secretary Thompson & Knight,
InterVoice, Inc. A Professional Corporation
17811 Waterview Parkway 3300 First City Center
Dallas, Texas 75038 Dallas, Texas 75201
(Name and address of agent for service) (214) 969-1700
(214) 497-8720
(Telephone number, including
area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
Title of Proposed Proposed maximum Amount
securities Amount maximum aggregate of
to be to be offering price offering registration
registered (3) registered (1) per share (2) price (2) fee
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 800,000 $ 18.69 $ 14,952,000 $ 5,155.86
no par value shares
per share
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 416, shares issuable upon any stock split, stock dividend
or similar transaction with respect to these shares are also being registered
hereunder.
(2) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) on the basis of the average of the high and low prices
for the Common Stock ($18.69) as reported on the National Association of
Securities Dealers Automated Quotation National Market System on July 11, 1995.
(3) This registration statement also covers an equal number of preferred share
purchase rights issuable pursuant to InterVoice, Inc.'s Rights Agreement, which
rights will be transferable only with related shares of Common Stock.
<PAGE> 2
Documents Incorporated by Reference
The contents of the Registration Statements (the "Prior Registration
Statements") of InterVoice, Inc. (the "Registrant") on Form S-8, Registration
No. 45131, No. 64860 and No. 77586, respectively, filed with the Securities and
Exchange Commission on January 17, 1992, June 22, 1993 and April 11, 1994,
respectively, including the documents incorporated by reference therein, are
incorporated by reference into this Registration Statement.
All documents filed by the Registrant with the Securities and Exchange
Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the date of this Registration Statement and
prior to the termination of the offering to which it relates shall be deemed to
be incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.
Amendments to Plan
On June 27, 1994, the Board of Directors of the Registrant adopted
amendments to the Registrant's 1990 Incentive Stock Option Plan (the "Plan")
that increased from 3,000,000 to 3,800,000 the aggregate number of shares of
the Registrant's Common Stock, no par value per share ("Common Stock"),
reserved for issuance under the Plan. The amendment was approved by the
shareholders of the Registrant on July 27, 1994.
Exhibits
In addition to the exhibits filed or incorporated by reference into
the Prior Registration Statements, the following documents are filed as
exhibits to this Registration Statement:
4.1 InterVoice, Inc. 1990 Incentive Stock Option Plan, as
amended.
5.1 Opinion of Thompson & Knight, P.C., regarding 800,000
shares of Common Stock.
23.1 Consent of independent public accountants to
incorporation of report by reference.
23.2 Consent of counsel (included in the opinion of
Thompson & Knight, P.C., filed herewith as Exhibit
5.1).
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Dallas and State of Texas on the 12th day of
July, 1995.
INTERVOICE, INC.
By: /s/DANIEL D. HAMMOND
Daniel D. Hammond,
Chairman of the Board of Directors
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. The undersigned persons hereby
constitute and appoint Daniel D. Hammond and Rob-Roy J. Graham, or either of
them, as our true and lawful attorneys-in-fact with full power to execute in
our name and on our behalf in the capacities indicated below any and all
amendments to this Registration Statement to be filed with the Securities and
Exchange Commission and hereby ratify and confirm all that such attorneys-
in-fact shall lawfully do or cause to be done by virtue hereof.
<TABLE>
<CAPTION>
Signature Capacity Date
--------- -------- ----
<S> <C> <C>
/s/DANIEL D. HAMMOND Chairman of the Board of July 12, 1995
Daniel D. Hammond Directors and Chief
Executive Officer
/s/MICHAEL W. BARKER President and Chief July 12, 1995
Michael W. Barker Operating Officer and
Director
/s/ROB-ROY J. GRAHAM Chief Financial Officer and July 12, 1995
Rob-Roy J. Graham Secretary
(Principal Financial Officer
and Principal Accounting
Officer)
Director July , 1995
Joseph J. Pietropaolo
/s/GEORGE C. PLATT Director July 12, 1995
George C. Platt
/s/GERALD F. MONTRY Director July 13, 1995
Gerald F. Montry
</TABLE>
<PAGE> 4
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Number Exhibit Sequentially
-------
Numbered
Page
-----------
<S> <C> <C>
4.1 InterVoice, Inc. 1990 Incentive
Stock Option Plan, as amended.
5.1 Opinion of Thompson & Knight
regarding 800,000 shares of
Common Stock.
23.1 Consent of independent
accountants to incorporation of
report by reference.
23.2 Consent of counsel (included in
the opinion of Thompson &
Knight filed herewith as Exhibit
5.1).
</TABLE>
<PAGE> 1
Exhibit 4.1
INTERVOICE, INC.
1990 INCENTIVE STOCK OPTION PLAN
As amended and restated effective June 27, 1994
1. Purpose. This InterVoice, Inc. 1990 Incentive Stock Option
Plan (the "Plan") is intended as an incentive for, and to encourage stock
ownership by, key employees of InterVoice, Inc. (the "Company"), or any
Affiliate (as used herein, the term "Affiliate" means any parent or subsidiary
corporation of the Company within the meaning of Section 424(e) and (f) of the
Internal Revenue Code of 1986, as amended (the "Code")), so that such employees
may acquire or increase their equity interest in the success of the Company,
and to encourage them to remain in the employ of the Company or any Affiliate.
Unless otherwise specified in the option agreement, it is intended that each
option granted under this Plan will qualify as an "incentive stock option"
within the meaning of Section 422(b) of the Code.
2. Administration. The Plan shall be administered by the Board
of Directors of the Company (the "Board"). The interpretation and construction
by the Board of any provisions of the Plan or of any option granted under it
shall be final. The Board shall have the authority to appoint a Committee to
assume the duties and responsibilities of administering the Plan. The
Committee, if such be established by the Board, shall be composed of no less
than three (3) persons (who shall be members of the Board), each of whom shall
be a "disinterested person" as defined in Section 3 hereof, and such Committee
shall have the same power, authority and rights in the administration of the
Plan as the Board. No director shall be liable for any action or determination
made in good faith with respect to the Plan or any option granted under it.
3. Eligibility. The Board shall determine from time to time the
persons who shall receive options hereunder; provided, however, options may be
granted hereunder only to persons who, at the time of the grant thereof, are
key employees of the Company or any Affiliate; provided further, that any
decision to award Options hereunder to any director/employee or officer of the
Company or the determination of the maximum number of shares of Stock (as
hereinafter defined) which may be subject to option to any director/employee or
officer shall be made by either (i) the Board, a majority of the directors of
which and a majority of the directors acting in such matter shall be
disinterested persons as defined herein or (ii) the Committee appointed by the
Board pursuant to Section 2 hereof. For purposes of this Plan, "disinterested
person" shall mean any person who is an administrator of the Plan who is not at
the time he exercises discretion in administering the Plan eligible and has not
at any
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time within one year prior thereto been eligible for selection as a person to
whom stock may be allocated or to whom stock may be granted pursuant to the
Plan or any other plan of the Company or any Affiliate entitling the
participants therein to acquire stock, stock options, or stock appreciation
rights of the Company or any Affiliate.
Notwithstanding any provision contained herein to the contrary, a
person shall not be eligible to receive an option hereunder if he, immediately
before such option is granted, owns (within the meaning of Sections 422 and 424
of the Code) stock possessing more than ten percent (10%) of the total combined
voting power of all classes of stock of the Company or any Affiliate, unless
at the time the option is granted, the option price per share of Stock (as
hereinafter defined) is at least one hundred ten percent (110%) of the fair
market value of each share of Stock subject to the option and the option by its
terms is not exercisable after the expiration of five years from the date it is
granted.
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4. Stock. The stock subject to the options shall be shares of
the Company's authorized but unissued or reacquired Common Stock, no par value
per share (herein sometimes called "Stock"). The aggregate number of shares
which may be issued under options granted pursuant to this Plan shall not
exceed three million eight hundred thousand (3,800,000) shares of Stock. The
limitations established by each of the preceding sentences shall be subject to
adjustment as provided in Section 5(h) of the Plan.
5. Terms and Conditions of Options. The stock options granted
pursuant to the Plan shall be authorized by the Board and shall be evidenced by
an agreement in such form as the Board shall approve, which agreement shall
comply with and be subject to the following terms and conditions:
(a) Optionee's Agreement. As consideration for the
granting of an option under the Plan, each optionee must agree to use
his best efforts for the benefit of the Company during his tenure of
employment, but nothing in the Plan or agreement shall be deemed to
limit the right of the Company to terminate any optionee's employment
at any time for or without cause.
(b) Number of Shares. The option shall state the number
of shares which it covers.
(c) Option Price. The option shall state the option
price, which shall be not less than 100% of the fair market value per
share of said Stock on the date of the grant of the option or, if
applicable, the amount specified in Section 3 hereof.
(d) Medium and Time of Payments. The option price shall
be payable upon the exercise of the option in cash or by check.
Exercise of an option shall not be effective until the Company has
received written notice of exercise, specifying the numbers of whole
shares to be purchased, accompanied by payment in full of the
aggregate option price of the number of shares purchased. The Company
shall not in any case be required to issue and sell a fractional share
of stock.
(e) Term and Exercise of Options. Except as provided in
Section 3 and Sections 5(f), (g) and (h), the period of time within
which an option may be exercised shall be such period of time
specified in the option agreement, provided that such period shall in
no event extend past the tenth anniversary of the date the option was
granted. During the period within which an option is exercisable, it
shall be exercisable only in accordance with the terms specified in
the option agreement. Options granted hereunder shall be
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exercisable during the optionee's lifetime only by him or by his
guardian or legal representative. Anything herein to the contrary
notwithstanding, on the tenth anniversary date of the date the option
was granted (or on the fifth anniversary if granted to an employee who
is a greater than ten percent (10%) shareholder as discussed in
Section 3 hereof), it shall expire and be void with respect to any
shares subject thereto which have not been theretofore purchased.
(f) Termination of Employment Except for Death or
Disability. In the event that the optionee shall cease to be employed
by the Company or an Affiliate for any reason other than his death or
disability (within the meaning of Section 105(d)(4) of the Code), an
option granted hereunder, to the extent not then exercisable in
accordance with its terms, shall terminate and be without further
effect. To the extent the option is exercisable on the date of such
termination, it may be exercised by the optionee within the thirty-day
period following such termination, subject however to the condition
that no option shall be exercisable after the expiration of ten years
from the date such option was granted or such shorter period as may be
provided in the option agreement pursuant to Section 5(e) hereof, and
such option, to the extent not exercised within said thirty-day
period, shall in all events terminate upon the expiration of said
thirty-day period. Whether authorized leave of absence or absence due
to military or governmental service shall constitute termination of
employment, for the purpose of the Plan, shall be determined by the
Board, which determination shall be final and conclusive.
(g) Death or Disability of Optionee and Transfer of
Option. If the optionee shall die or become disabled while in the
employ of the Company or an Affiliate, an option granted hereunder, to
the extent not then exercisable in accordance with its terms, shall
terminate and be without further effect. To the extent the option is
exercisable on the day of death or disability, it may be exercised at
any time within six months after the optionee's death or disability
(subject to the condition that no option shall be exercisable after
the expiration of ten years from the date such option was granted or
such shorter period as may be provided in the option agreement in
accordance with Section 5(e) hereof) by the optionee if he has become
disabled while in the employ of the Company or an Affiliate, or if he
shall die while in the employ of the Company or an Affiliate, by the
executors or administrators of the optionee's estate or by any person
or persons who shall have acquired the option directly from the
optionee by bequest or inheritance, and such option, to the extent not
exercised within said six-
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month period, shall in all events terminate upon the expiration of such
six-month period.
(h) Adjustments. The aggregate number and class of
shares of Stock on which options may be granted hereunder, the number
and class of shares thereof covered by each outstanding option, and
the price per share thereof in each such option, shall all be
proportionately adjusted for any increase or decrease in the number of
outstanding shares of Stock of the Company resulting from a
subdivision or consolidation of shares or any other capital adjustment
or the payment of a stock dividend or any other increase or decrease
in the number of such shares effected without receipt of consideration
therefor in money, services or property.
If the Company shall be the surviving corporation in any
merger or consolidation, any option granted hereunder shall pertain to
and apply to the securities to which a holder of the number of share
of Stock subject to the option would have been entitled. A
dissolution or liquidation of the Company shall cause every option
outstanding immediately prior to such dissolution or liquidation to
terminate, whether such option is not then exercisable according to
its terms or is then exercisable according to its terms but simply has
not been exercised by the optionee (or his successor in interest if
the optionee be deceased).
A merger or consolidation in which the Company is not the
surviving corporation shall cause every option outstanding immediately
prior to such merger or consolidation to become exercisable in full by
the optionee. The Company shall give all optionees notice in writing
thirty days prior to the effective date of such merger or
consolidation to allow the optionees an opportunity to exercise their
options. Every option shall terminate as of the effective date of
such merger or consolidation. Notwithstanding the foregoing, a merger
effected solely for the purposes of reincorporating the Company in a
jurisdiction other than that in which the Company is then incorporated
shall not be subject to the provisions of this paragraph; provided
that all outstanding options are assumed by the surviving corporation.
(i) Rights as a Shareholder. An optionee (or his
successor in interest if he be deceased) shall have no rights as a
shareholder with respect to any shares covered by his option until the
date of the issuance of a stock certificate to him for such shares.
No adjustment shall be made for dividends (ordinary or extraordinary,
whether in cash, securities or other property) or distributions or
other rights for which the record date is prior to the date
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such stock certificate is issued, except as provided in Section 5(h)
hereof.
(j) Modification, Extension and Renewal of Options.
Subject to the terms and conditions of and within the limitations of
the Plan, the Board may modify, extend or renew outstanding options
granted under the Plan. Notwithstanding the foregoing, however, no
modification of an option shall, without the consent of the optionee,
alter or impair any rights or obligations under any option theretofore
granted under the Plan.
(k) Investment Purpose. Each optionee receiving an
option pursuant hereto must represent that any shares purchased
pursuant to the option will be or are acquired for his own account for
investment and not with a view to, or for offer or sale in connection
with, the distribution of any such shares; provided, however, that
such representation need not be given if (i) the shares to be subject
to such option to be granted to such optionee have been registered
under the Securities Act of 1933 ("Securities Act") and registered or
qualified, as the case may be, under applicable state securities laws
or (ii) counsel to the Company determines that such registration is
not necessary for purposes of compliance with applicable federal and
state securities laws. Prior to the purchase of shares of Common
Stock on exercise of an option, or any part thereof, the optionee
shall give such further representations of an investment or other
nature as reasonably required by the Company in order to comply with
applicable federal and state securities laws. Furthermore, nothing
herein or in any option granted hereunder shall require the Company to
issue any shares upon exercise of any option if such issuance would,
in the opinion of counsel for the Company, constitute a violation of
the Securities Act or any other applicable statute or regulation then
in effect. Nothing herein shall prohibit the optionee from using any
shares acquired pursuant to any option granted hereunder as collateral
or security for any debt, loan or other obligation.
(l) Other Provisions. The option agreements authorized
under the Plan shall contain such other provisions, including, without
limitation, restrictions upon the exercise of the option, as the Board
shall deem advisable. If the option is designated as an incentive
stock option in the option agreement, such agreement shall contain
such limitations and restrictions upon the exercise of the option to
which it relates as shall be necessary for the option to which such
Agreement relates to constitute an incentive stock option within the
meaning of section 422(b) of the Code.
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(m) Assignability. No option shall be transferable by
optionee other than by will or the laws of descent and distribution
and shall be exercisable during the lifetime of the optionee only by
the optionee, or if the optionee is legally incompetent, by the
optionee's legal representative.
6. Indemnification. Each director ("Indemnified Party") shall be
indemnified by the Company against all costs and reasonable expenses, including
attorneys' fees, incurred by him in connection with any action, suit or
proceeding, or in connection with any appeal thereof, to which he may be a
party by reason of any action taken or failure to act under or in connection
with the Plan or any option granted hereunder, and against all amounts paid by
such Indemnified Party in settlement thereof (provided such settlement is
approved by independent legal counsel selected by the Company) or paid by such
Indemnified Party in satisfaction of a judgment in any such action, suit or
proceeding, provided that within 60 days after institution of any such action
suit or proceeding such Indemnified Party shall in writing offer the Company
the opportunity, at its own expense, to handle and defend the same; and
provided further, however, anything contained in the Plan to the contrary
notwithstanding, there shall be no indemnification of an Indemnified Party who
is adjudged by a court of competent jurisdiction to be guilty of, or liable
for, willful misconduct, gross neglect of duty, or criminal acts. The
foregoing rights of indemnification shall be in addition to such other rights
of indemnification as an Indemnified Party may have as a director of the
Company.
7. Amendment and Termination of the Plan. If not sooner
terminated, the Plan shall terminate automatically on the date that is ten (10)
years following the effective date of the Plan (as specified in Section 11
hereof). No options may be granted hereunder after the termination of the
Plan. The Board may, from time to time, with respect to any shares at the time
not subject to options, suspend or discontinue the Plan or amend it in any
respect whatsoever; provided, however, that without the approval of the holders
of a majority of the outstanding shares of voting stock of all classes of the
Company, no such amendment shall (i) change the number of shares of Stock
subject to the Plan (other than as provided in Section 5(h)), (ii) change the
designation of the class of employees eligible to receive options, or (iii)
decrease the price at which options may be granted, and provided further, that
the affirmative vote of the holders of a majority of the securities of the
Company present, or represented, and entitled to vote at a meeting duly held in
accordance with the laws of the State of Texas shall be required to approve any
amendment to the Plan which would, as determined for purposes of Rule 16b-3 of
the Securities and Exchange Commission under the Securities and Exchange Act of
1934 (or any successor provision at the time in effect), (x) materially
increase the benefits
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accruing to participants under the Plan, (y) materially increase the number of
shares of Stock which may be issued under the Plan, or (z) materially modify
the requirements as to eligibility for participation in the Plan. The Board
may, with respect to any shares at the time not subject to options, terminate
the Plan. No termination or amendment of the Plan shall adversely affect the
rights of an optionee under an option, except with the consent of such
optionee.
8. No Obligation to Exercise Option. The granting of an option
shall impose no obligation upon the optionee to exercise such option.
9. Application of Funds. The proceeds received by the Company
from the sale of shares pursuant to options will be used for general corporate
purposes.
10. Governing Law. All questions arising with respect to the
provisions of the Plan shall be determined by application of the laws of the
State of Texas except to the extent Texas law is preempted by federal statute.
11. Date Plan is Effective. The Plan shall become effective, as
of the date of its adoption by the Board, when it has been duly approved by
holders of at least a majority of the shares of common stock present or
represented and entitled to vote at a meeting of the shareholders of the
Company duly held in accordance with applicable law within twelve months after
the date of adoption of the Plan by the Board. If the Plan is not so approved,
the Plan shall terminate and any option granted hereunder shall be null and
void.
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Exhibit 5.1
THOMPSON & KNIGHT
[LETTERHEAD]
(214) 969-1391
July 14, 1995
InterVoice, Inc.
17811 Waterview Parkway
Dallas, Texas 75252
Re: 1990 Incentive Stock Option Plan
Registration Statement on Form S-8
Dear Sirs:
We are general counsel for InterVoice, Inc., a Texas corporation (the
"Company"), and have acted as such in connection with the registration under
the Securities Act of 1933, as amended (the "Securities Act"), of an additional
800,000 shares of the Company's Common Stock, no par value per share (the
"Shares"), for issuance under the InterVoice, Inc. 1990 Incentive Stock Option
Plan, as amended (the "Plan").
We have participated in the preparation of the Company's Registration
Statement on Form S-8 (the "Registration Statement"), filed with the Securities
and Exchange Commission, relating to the registration of the Shares under the
Securities Act.
In connection with the foregoing, we have examined the originals or
copies, certified or otherwise authenticated to our satisfaction, of the Plan,
the Registration Statement and such corporate records of the Company,
certificates of officers of the Company, and other instruments and documents as
we have deemed necessary to require as a basis for the opinion hereinafter
expressed. As to various questions of fact material to such opinion, we have,
where relevant facts were not independently established, relied upon statements
of officers of the Company who we believe to be responsible.
Based upon the foregoing and in reliance thereon, we advise you that
in our opinion the Shares, when issued and delivered in accordance with the
provisions of the Plan, will be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to all references to our firm in the Prospectus
distributed in connection therewith under the caption "Legal Matters." The
foregoing, however, shall not constitute "consent" to the use of our name as
experts as provided for in Sections 7 and 11 of the Securities Act or the rules
or regulations of the Securities and Exchange Commission thereunder.
Respectfully submitted,
THOMPSON & KNIGHT,
A Professional Corporation
By: /s/ Peter A. Lodwick
----------------------------------
Peter A. Lodwick, Attorney
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the InterVoice, Inc. 1990 Incentive Stock Option Plan
of our report dated April 4, 1995, with respect to the consolidated financial
statements and schedule of InterVoice, Inc. included in its Annual Report (Form
10-K) for the year ended February 28, 1995, filed with the Securities and
Exchange Commission.
/s/ ERNST & YOUNG LLP
Ernst & Young LLP
Dallas, Texas
July 14, 1995
