<PAGE> 1
As filed with the Securities and Exchange Commission on September 22, 1995
Registration Statement 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. RESTRICTED STOCK 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 1700 PACIFIC AVENUE
DALLAS, TEXAS 75252 SUITE 3300
(Name and address of agent for service) DALLAS, TEXAS 75201
(214) 969-1700
(214) 454-8000
(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(1) Registered(2) per Share(3) Price(3) Fee
-----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
no par value 500,000 shares $23.75 $11,875,000 $4,094.83
per share
-----------------------------------------------------------------------------------------------------------
</TABLE>
(1) This registration statement also covers an equal number of Preferred Share
Purchase Rights issuable pursuant to InterVoice's Rights Agreement, which
rights will be transferable only with related shares of Common Stock.
(2) Pursuant to Rule 416 under the Securities Act of 1933, shares issuable upon
any stock split, stock dividend or similar transaction with respect to
these shares are also being registered hereunder.
(3) Computed in accordance with Rule 457(h) under the Securities Act of 1933 on
the basis of the average of the high and low sales prices of the Common
Stock on the National Association of Securities Dealers Automated Quotation
National Market System on September 19, 1995.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
_____________
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act of 1933 and the Note to Part I of Form
S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Securities and
Exchange Commission are incorporated by reference in this Registration
Statement:
(1) The Registrant's Annual Report on Form 10-K for the fiscal year
ended February 28, 1995;
(2) All other reports filed by the Registrant pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 since February 28,
1995;
(3) The description of the Common Stock of the Registrant contained in
the Registration Statement filed under Section 12 of the Securities
Exchange Act of 1934 (Registration No. 0-13616), as filed with the
Securities and Exchange Commission on May 23, 1985, including any
amendment or report filed for the purpose of updating such
description; and
(4) The description of the Preferred Share Purchase Rights (which
rights are transferable only with related shares of Common Stock)
contained in the Registration Statement filed under Section 12 of
the Securities Exchange Act of 1934 (Registration No. 0-13616), as
filed with the Securities and Exchange Commission on May 10, 1991,
including any amendment or report filed for the purpose of updating
such description.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all 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.
<PAGE> 3
Item 6. Indemnification of Directors and Officers.
The Registrant is a Texas corporation. Article 1302-7.06 of the Texas
Miscellaneous Corporation Laws Act authorizes Texas corporations, such as the
Registrant, to eliminate or limit, pursuant to a provision in their articles of
incorporation, the liability of a director thereof to the corporation and its
shareholders for certain acts or omissions in the director's capacity as a
director, subject to certain limitations. Article XIII of the Registrant's
Articles of Incorporation, as amended (the "Articles of Incorporation"),
eliminates the liability of directors of the Registrant for monetary damages
for certain acts or omissions, subject to certain limitations.
Article 2.02-1 of the Texas Business Corporation Act permits (and in
certain circumstances requires) Texas corporations, such as the Registrant, to
indemnify directors and officers thereof under certain conditions and subject
to certain limitations. Section 8.7 of the Registrant's Second Restated
Bylaws, as amended (the "Bylaws"), and Article XII of the Articles of
Incorporation, provide for indemnification of directors and officers of the
Registrant, subject to certain limitations.
The Registrant maintains a directors' and officers' liability insurance
policy insuring its directors and officers against certain liabilities and
expenses incurred by them in their capacities as such.
The foregoing summaries are necessarily subject to the complete text of
the statutes, the Articles of Incorporation, the Bylaws and insurance policy
referred to above and are qualified in their entirety by reference thereto.
Item 8. Exhibits.
The following documents are filed as exhibits to this Registration
Statement:
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
4.1 InterVoice, Inc. Restricted Stock Plan.
5.1 Opinion of Thompson & Knight, A Professional Corporation.
23.1 Consent of Thompson & Knight, A Professional Corporation (included in the opinion of Thompson &
Knight, P.C. filed herewith as Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, independent public accountants, to incorporation of report by reference.
24.1 Power of Attorney (included on signature page of this Registration Statement).
</TABLE>
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<PAGE> 4
Item 9. Undertakings.
(a) The 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:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this 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 this Registration Statement; and
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information
in this Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by
the Registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this
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 Registrant hereby further 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 that is incorporated by reference in this
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.
(h) 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,
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<PAGE> 5
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.
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SIGNATURES
The Registrant. 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, State of Texas on the 21st
day of September, 1995.
INTERVOICE, INC.
(Registrant)
By: /s/ DANIEL D. HAMMOND
----------------------------------
Daniel D. Hammond,
Chairman of the Board of Directors
and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
and officers of InterVoice, Inc. hereby constitutes and appoints Daniel D.
Hammond and Rob-Roy J. Graham, his true and lawful attorneys-in-fact and
agents, each acting alone, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign
any or all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully 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, each acting alone, or his substitutes,
may lawfully do or cause to be done by virtue hereof.
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 date indicated.
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<PAGE> 7
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ DANIEL D. HAMMOND Chairman of the Board of Directors September 21, 1995
----------------------------------------- and Chief Executive Officer
Daniel D. Hammond (principal executive officer)
/s/ MICHAEL W. BARKER President and Chief Operating September 21, 1995
----------------------------------------- Officer and Director
Michael W. Barker
/s/ ROB-ROY J. GRAHAM Chief Financial Officer September 21, 1995
----------------------------------------- and Secretary
Rob-Roy J. Graham (principal financial officer and
principal accounting officer)
/s/ JOSEPH J. PIETROPAOLO Director September 21, 1995
-----------------------------------------
Joseph J. Pietropaolo
/s/ GEORGE C. PLATT Director September 21, 1995
-----------------------------------------
George C. Platt
/s/ GERALD F. MONTRY Director September 21, 1995
-----------------------------------------
Gerald F. Montry
</TABLE>
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<PAGE> 8
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
------ -------
<S> <C>
4.1 InterVoice, Inc. Restricted Stock Plan.
5.1 Opinion of Thompson & Knight, A Professional Corporation.
23.1 Consent of Thompson & Knight, A Professional Corporation (included in the opinion of Thompson &
Knight, P.C. filed herewith as Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, independent public accountants, to incorporation of report by
reference.
24.1 Power of Attorney (included on signature page of this Registration Statement).
</TABLE>
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<PAGE> 1
INTERVOICE, INC.
RESTRICTED STOCK PLAN
SECTION I. PURPOSE
The purpose of the InterVoice, Inc. Restricted Stock Plan (the "Plan")
is to encourage and enable key employees of InterVoice, Inc. (the "Company")
and its subsidiaries, upon whose judgment, initiative and efforts the Company
largely depends for the successful conduct of its business, to remain with and
devote their best efforts to the business of the Company, thereby advancing the
interests of the Company and its stockholders. Accordingly, the Company may
award bonuses in the form of Common Stock of the Company, no par value per
share ("Stock") subject to the restrictions set forth in Section V ("Restricted
Stock"), as hereinafter set forth.
SECTION II. ADMINISTRATION OF THE PLAN
The Plan shall be administered by a committee (the "Committee") of
three or more directors of the Company appointed by the Board of Directors.
Members of the Committee shall not, within one year prior to their appointment
to the Committee, have been granted or awarded equity securities pursuant to
the Plan or pursuant to any other stock option or stock plan of the Company or
any parent or subsidiary corporation of the Company, other than participation
in, or awards of securities pursuant to, formula plans such as the Company's
1990 Nonqualified Stock Option Plan for Non-Employees.
The Committee shall have sole authority to determine the employees who
are to be awarded Restricted Stock from among those eligible hereunder and to
establish the number of shares to be awarded to each in the form of Restricted
Stock after taking into consideration the position held, the duties performed,
the compensation received, the services expected to be rendered by such
employee and other relevant factors. The Committee is authorized to interpret
the Plan, and may from time to time adopt such rules and regulations, not
inconsistent with the provisions of the Plan, as it may deem advisable to carry
out the Plan. A majority of the Committee shall constitute a quorum and the
acts of a majority of the members present at any meeting at which a quorum is
present, or acts approved in writing by a majority of the Committee, shall be
deemed the acts of the Committee. All decisions made by the Committee in
selecting the employees to whom Restricted Stock shall be awarded, in
establishing the number of shares which may be awarded as Restricted Stock to
employees and in construing the provisions of the Plan shall be final. No
member of the Committee shall be liable for any action taken, failure to act,
determination or interpretation made in good faith with respect to the Plan or
any Restricted Stock awarded under the Plan.
SECTION III. SHARES SUBJECT TO THE PLAN
The aggregate number of shares of Stock awarded in the form of
Restricted Stock under this Plan shall not exceed 500,000 shares. Such shares
of Stock may consist of authorized but unissued shares of Stock or previously
issued shares of Stock reacquired by the Company. Any of such shares of Stock
which remain unissued and which have not been awarded in the form of Restricted
Stock at the termination of the Plan shall cease to be subject to the Plan.
Should any Stock previously awarded as Restricted Stock be forfeited, the
shares of Restricted Stock so forfeited will again be available for grant or
award under the Plan. The aggregate number of shares of Stock which may be
issued under the Plan shall be subject to adjustment as provided in Section VI
hereof.
SECTION IV. ELIGIBILITY
The Committee shall determine and designate, at any time or from time
to time, the key employees of the Company and its subsidiaries to whom
Restricted Stock is to be awarded, but the Committee may authorize the award of
Restricted Stock only to individuals who are key employees (including officers
and directors who are also key employees) of the Company or a subsidiary at the
time the Restricted Stock is awarded. Restricted Stock may be awarded to the
same employee on more than one occasion.
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<PAGE> 2
SECTION V. RESTRICTED STOCK
The Committee may from time to time, in its sole discretion, award
bonuses in the form of Restricted Stock to persons eligible to receive awards
of Restricted Stock under Section IV. All Restricted Stock awarded under the
Plan shall be subject to such restrictions, terms and conditions, if any, as
may be determined by the Committee. The Committee may in its sole discretion
remove, modify or accelerate the release of restrictions on any Restricted
Stock in the event of death or disability of the recipient of such Restricted
Stock, or for such other reasons as the Committee may deem appropriate.
Any certificate or certificates representing shares of Restricted
Stock shall bear a stamped or printed notice on the face thereof to the effect
that such shares have been awarded pursuant to the terms of the Plan and may
not be sold, pledged, transferred, assigned or otherwise encumbered in any
manner except as set forth in the terms of such award. If the Committee so
determines, the certificates representing Restricted Stock shall be deposited
by the recipient with the Company or an escrow agent designated by the Company
until the restrictions thereon have lapsed or have been removed in accordance
with the provisions of this Section. Upon the lapse of the restrictions or
removal thereof by the Committee, new unrestricted certificates for the number
of shares on which the restrictions have lapsed or been removed shall, upon
request by the recipient of the Restricted Stock, be issued in exchange for
such restricted certificates.
SECTION VI. ADJUSTMENTS
In the event the Company shall effect a split of the Stock or dividend
payable in Stock, or in the event the outstanding Stock shall be combined into
a smaller number of shares, the maximum number of shares of Stock as to which
Restricted Stock may be awarded under the Plan shall be increased or decreased
proportionately.
In the event of a reclassification of the Stock not covered by the
foregoing, or in the event of a liquidation or reorganization, the Board of
Directors shall make such adjustments, if any, as it may deem appropriate in
the number and kind of shares for which Restricted Stock may be awarded under
the Plan.
In the event of a merger or consolidation in which the Company is not
the surviving corporation or sale of all or substantially all of the assets or
capital stock of the Company, any shares of Restricted Stock that have been
awarded but not yet issued shall be immediately issued without regard to any
restrictions, terms or conditions imposed by the Committee pursuant to the
award and any restrictions placed on Restricted Stock that has been issued
shall be released.
The provisions of this Section shall only be applicable if, and only
to the extent that, the application thereof does not conflict with any valid
governmental statute, regulation or rule.
SECTION VII. CONTINUANCE OF EMPLOYMENT
Neither the Plan nor any agreement relating to any award of Restricted
Stock shall impose any obligation on the Company or an Affiliate to continue to
employ any employee.
SECTION VIII. WITHHOLDING
The Company shall have the right to withhold taxes, as required by
law, from any transfer of Stock to an employee under the Plan or to collect, as
a condition of such transfer, any taxes required by law to be withheld.
SECTION IX. AMENDMENT OR TERMINATION OF THE PLAN
The Board of Directors in its discretion may terminate the Plan at any
time with respect to any shares of Stock which have not been awarded as
Restricted Stock. The Board of Directors shall have the right to alter or
amend the Plan or any part thereof from time to time; provided, that no such
change may be made which would impair the rights of the recipient of Restricted
Stock without the consent of such recipient; and provided, further,
2
<PAGE> 3
that the Board of Directors may not make any alteration or amendment which
would materially increase the benefits accruing to participants under the Plan,
increase the aggregate number of shares of Stock which may be issued pursuant
to the provisions of the Plan, or materially modify the requirements for
participation in the Plan without the approval of the stockholders of the
Company.
SECTION X. EFFECTIVENESS AND EXPIRATION OF THE PLAN
If adopted by the Board of Directors and approved by the vote of the
holders of a majority of the stock of the Company entitled to vote thereon at a
meeting of stockholders duly called and held for such purpose, or at an annual
meeting thereof, the notice of which has specified that action is to be taken
on the Plan, and the Committee shall have been advised by legal counsel for the
Company that in the opinion of such counsel all applicable requirements of law
precedent to its becoming effective have been fully met, then the Plan shall
become effective on April 4, 1995, subject to shareholder approval, or as soon
thereafter as the aforesaid requirements have been met. The Plan shall expire
20 years after the effective date of the Plan. If the stockholders of the
Company fail so to approve the Plan, the Plan shall thereupon terminate and all
awards of Restricted Stock under the Plan shall become void and of no effect.
With respect to persons subject to Section 16 of the Securities Exchange Act of
1934 (the "1934 Act"), transactions under the Plan are intended to comply with
applicable conditions of Rule 16b-3 or its successors under the 1934 Act. To
the extent any provisions of the Plan or action by the Committee fails to so
comply, it shall be deemed null and void, to the extent permitted by law and
deemed advisable by the Committee or by the Board of Directors.
3
<PAGE> 1
[THOMPSON & KNIGHT LETTERHEAD]
(214) 969-1368
September 21, 1995
InterVoice, Inc.
17811 Waterview Parkway
Dallas, Texas 75252
Gentlemen and Ladies:
We have acted as counsel for InterVoice, Inc., a Texas corporation
(the "Company"), in connection with the registration under the Securities Act
of 1933, as amended (the "Securities Act"), of 500,000 shares (the "Shares") of
Common Stock, no par value, of the Company for issuance pursuant to the
InterVoice, Inc. Restricted Stock Plan (the "Plan").
In connection with the foregoing, we have examined the originals or
copies, certified or otherwise authenticated to our satisfaction, of such
corporate records of the Company, agreements and other instruments,
certificates of public officials and 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. We have also participated in the
preparation of the Company's Registration Statement on Form S-8 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission relating to registration of the Shares under the Securities Act.
On the basis of the foregoing, it is our opinion the Shares have been
duly authorized by the Company and, when issued in accordance with the terms 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 us in the Registration
Statement. In giving this consent, we do not thereby admit that we come within
the category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the Securities and Exchange
Commission thereunder.
Respectfully submitted,
THOMPSON & KNIGHT
A Professional Corporation
By:/s/ David E. Morrison
---------------------------------
David E. Morrison, Attorney
<PAGE> 1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement of InterVoice, Inc., pertaining to the InterVoice, Inc. Restricted
Stock Plan, on Form S-8 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
September 21, 1995
