<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 30, 1996
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM 10-K/A
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED FEBRUARY 29, 1996
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
------------ ------------
--------------------
COMMISSION FILE NUMBER: 0-13616
INTERVOICE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
TEXAS 75-1927578
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
17811 WATERVIEW PARKWAY
DALLAS, TEXAS 75252
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(214) 454-8000
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
TITLE OF EACH CLASS
COMMON STOCK, NO PAR VALUE
PREFERRED SHARE PURCHASE RIGHTS
INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL
REPORTS REQUIRED TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH
FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES X NO
------ ------
INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO
ITEM 405 OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED,
TO THE BEST OF THE REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION
STATEMENTS INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY
AMENDMENT TO THIS FORM 10-K. [________]
AGGREGATE MARKET VALUE OF COMMON STOCK HELD BY NONAFFILIATES AS OF MAY
17, 1996: $483,670,890
NUMBER OF SHARES OF COMMON STOCK OUTSTANDING AS OF MAY 17, 1996:
16,122,363
DOCUMENTS INCORPORATED BY REFERENCE
LISTED BELOW ARE DOCUMENTS PARTS OF WHICH ARE INCORPORATED HEREIN BY
REFERENCE AND THE PART OF THIS REPORT INTO WHICH THE DOCUMENT IS INCORPORATED:
(1) PROXY STATEMENT FOR THE 1996 ANNUAL MEETING OF SHAREHOLDERS - PART III.
================================================================================
<PAGE> 2
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Exhibit No. Description Numbered Page
- ----------- ----------- -------------
<S> <C> <C>
3.1 -- Articles of Incorporation, as amended, of Registrant (10)
3.2 -- Second Restated Bylaws of Registrant, as amended (2)
4.1 -- Registration Rights Agreement dated August 31, 1994, among the Company, Sohail
Sattar and Steven E. Polsky and other shareholders of VoicePlex Corporation. (8)
10.1 -- Registrant's 1984 Incentive Stock Option Plan, as amended (1)
10.2 -- Amended and Restated Employment Agreement dated February 28, 1993 by and between the Company and
Daniel D. Hammond (3)
10.3 -- IBM Agreement for Authorized Dealers and Industry Remarketers dated as of April 28, 1988, between
International Business Machines Corporation ("IBM") and the Registrant, as amended and supplemented by
that certain Industry Remarketer Addendum dated as of April 5, 1989 and that certain Industry
Remarketer Addendum dated as of April 25, 1989 (1)
10.4 -- IBM Maintenance Agreement dated June 24, 1987, between IBM and the Registrant, as amended and
supplemented by that certain Corporate Service Amendment dated as of October 26, 1988, that certain
Addendum to Corporate Service Amendment dated as of October 26, 1988 and that certain Industry
Remarketer Service Amendment dated as of October 26, 1988 (1)
10.5 -- Amended and Restated Rights Agreement dated as of December 12, 1994 between the Registrant and KeyCorp
Shareholders Services, Inc. (formerly Society National Bank), as Rights Agent (5)
10.6 -- The InterVoice, Inc. 1990 Incentive Stock Option Plan, as amended (10)
10.7 -- The InterVoice, Inc. 1990 Nonqualified Stock Option Plan for Non-Employees, as amended (4)
10.8 -- Amendment to the 1984 Incentive Stock Option Plan (2)
10.9 -- Employment Agreement dated as of August 31, 1994 between the Company and Michael W. Barker (7)
10.10 -- Separation Agreement dated as of August 31, 1994 between the Company and Donald B. Crosbie (7)
10.11 -- Employment Agreement effective September 1, 1994, between the Company and Sohail Sattar (8)
10.12 -- Employment Agreement effective September 1, 1994, between the Company and Steven E. Polsky (8)
10.13 -- InterVoice, Inc. Employee Stock Purchase Plan (9)
</TABLE>
32
<PAGE> 3
<TABLE>
<S> <C>
10.14 -- Loan Agreement dated as of July 29, 1995 between NationsBank of Texas, N.A. and the Company (12)
10.15 -- Amendment No. 1 dated May 26, 1995, to Amended and Extended Employment Agreement dated as of February
28, 1993 between the Company and Daniel D. Hammond (10)
10.16 -- InterVoice, Inc. Employee Savings Plan (6)
10.17 -- Merger Agreement dated August 31, 1994 among the Company, InterVoice Acquisition Corp., VoicePlex
Corporation and certain shareholders of VoicePlex Corporation. (8)
10.18 -- InterVoice, Inc. Restricted Stock Plan (12)
11. -- Computation of Per Share Earnings (12)
23. -- Consent of Independent Auditors (12)
27. -- Financial Data Schedule (11)
</TABLE>
_________________
(1) Incorporated by reference to exhibits to the Company's Registration
Statement on Form S-2 under the Securities Act of 1933,
Registration No. 33-30847.
(2) Incorporated by reference to exhibits to the Company's 1991 Annual
Report on Form 10-K for the fiscal year ended February 28, 1991,
filed with the Securities and Exchange Commission (SEC) on May 29,
1991, as amended by Amendment No. 1 on Form 8 to Annual Report on
Form 10-K, filed with the SEC on August 1, 1991.
(3) Incorporated by reference to exhibits to the Company's 1994
Quarterly Report on form 10-Q for the quarter ended May 31, 1993,
filed with the SEC on July 1, 1993.
(4) Incorporated by reference to exhibits to the Company's Registration
Statement on form S-8 filed on April 6, 1994, with respect to the
Company's 1990 Nonqualified Stock Option Plan for Non-Employees,
Registration Number 33-77590.
(5) Incorporated by reference to exhibits to Form 8-A/A (Amendment No
1) filed with the SEC on December 15, 1994.
(6) Incorporated by reference to Exhibits to the Company's 1994 Annual
Report on Form 10-K for the fiscal year ended February 28, 1994,
filed with the SEC on May 31, 1994.
(7) Incorporated by reference to Exhibits to the Company's Quarterly
Report on Form 10-Q for the quarter ended August 31, 1994 filed
with the SEC on October 13, 1994.
(8) Incorporated by reference to exhibits to the Company's current
report on Form 8-K dated September 13, 1994, and the Amendment
thereto on Form 8K/A dated October 27, 1994.
(9) Incorporated by reference to exhibits to Registration Statement on
Form S-8 filed with the Securities and Exchange Commission on
December 1, 1993, Registration Number 33-72494.
(10) Incorporated by reference to Exhibits to the Company's 1995 Annual
Report on Form 10-K for the fiscal year ended February 28, 1995,
filed with the SEC on May 30, 1995.
(11) Filed herewith.
(12) Previously Filed.
Exhibits furnished upon request
33
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> FEB-29-1996
<PERIOD-START> MAR-01-1995
<PERIOD-END> FEB-29-1996
<CASH> 23,573,976
<SECURITIES> 0
<RECEIVABLES> 24,704,425
<ALLOWANCES> 746,027
<INVENTORY> 12,586,640
<CURRENT-ASSETS> 63,819,996
<PP&E> 30,822,350
<DEPRECIATION> 9,540,886
<TOTAL-ASSETS> 90,163,087
<CURRENT-LIABILITIES> 19,452,257
<BONDS> 0
<COMMON> 9,460
0
0
<OTHER-SE> 69,988,296
<TOTAL-LIABILITY-AND-EQUITY> 90,163,087
<SALES> 97,103,054
<TOTAL-REVENUES> 97,103,054
<CGS> 34,468,112
<TOTAL-COSTS> 34,468,112
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 173,930
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 25,586,807
<INCOME-TAX> 8,327,449
<INCOME-CONTINUING> 17,259,358
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 17,259,358
<EPS-PRIMARY> 1.05
<EPS-DILUTED> 1.04
</TABLE>
