<PAGE> 1
As Filed with the Securities and Exchange Commission on May 29, 1997
Registration Statement No. 333-_________
================================================================================
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 75252
DALLAS, TEXAS (ZIP CODE)
(Address of Principal Executive Offices)
--------------------
INTERVOICE, INC. 1990 INCENTIVE STOCK OPTION PLAN
(Full title of the Plan)
--------------------
ROB-ROY J. GRAHAM Copy to:
CHIEF FINANCIAL OFFICER DAVID E. MORRISON
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
(972) 454-8712
(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 Unit (3) Price (3) Fee
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
no par value 750,000 shares $ 11.50 $ 8,625,000 $ 2,613.64
per share
- ---------------------------------------------------------------------------------------
</TABLE>
(1) 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.
(2) 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.
(3) Estimated solely for the purposes of determining the registration fee
pursuant to Rule 457(h) on the basis of the aver low prices for the
Common Stock ($11.50) as reported on the National Association of
Securities Dealers Automated Market System on May 27, 1997.
================================================================================
<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, No. 77586 and No. 61089, respectively, filed with the
Securities and Exchange Commission on January 17, 1992, June 22, 1993, April
II, 1994, and July 17, 1995, 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 and 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 such documents.
Amendments to the Plan.
On May 27, 1996, the Board of Directors of the Registrant adopted
amendments to the Registrant's 1990 Incentive Stock Option Plan (the "Plan")
that increased from 3,800,000 to 4,550,000 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 25, 1996.
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, a Professional Corporation, regarding
750,000 shares of Common Stock.
23.1 Consent of Ernst & Young, L.L.P., independent public accountants,
to incorporation of report by reference.
23.2 Consent of counsel (included in the opinion of Thompson & Knight, a
Professional Corporation, 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
27th day of May, 1997.
INTERVOICE, INC.
(Registrant)
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 date 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 Title Date
- --------- ----- ----
<S> <C>
/s/ Daniel D. Hammond Chairman of the Board of Directors May 27, 1997
- --------------------------- and Chief Executive Officer
Daniel D. Hammond
/s/ Michael W. Barker President and Chief Operating Officer May 27, 1997
- --------------------------- and Director
Michael W. Barker
/s/ Rob-Roy J. Graham Chief Financial Officer and Secretary May 27, 1997
- --------------------------- (Principal Financial Officer and
Rob-Roy J. Graham Principal Accounting Officer)
/s/ Joseph J. Pietropaolo Director May 27, 1997
- ---------------------------
Joseph J. Pietropaolo
/s/ George C. Platt Director May 27, 1997
- ---------------------------
George C. Platt
/s/ Grant A. Dove Director May 27, 1997
- ---------------------------
Grant A. Dove
</TABLE>
<PAGE> 4
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Number Exhibit
- -------------- -------
<S> <C>
4.1 InterVoice, Inc. 1990 Incentive Stock Option Plan, as amended.
5.1 Opinion of Thompson & Knight, a Professional Corporation,
regarding 750,000 shares of Common Stock.
23.1 Consent of Ernst & Young, independent public accountants, to
incorporation of report by reference.
23.2 Consent of counsel (included in the opinion of Thompson &
Knight, a Professional Corporation, filed herewith as Exhibit
5.1).
</TABLE>
<PAGE> 1
EXHIBIT 4.1
INTERVOICE, INC.
1990 INCENTIVE STOCK OPTION PLAN
As amended and restated effective April 9, 1996
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 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.
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 four million five hundred fifty thousand (4,550,000) 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.
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(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 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-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 shares 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
2
<PAGE> 3
other property) or distributions or other rights for which the
record date is prior to the date 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.
(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 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.
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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.
4
<PAGE> 1
EXHIBIT 5.1
(214) 969-1368
May 28,1997
InterVoice, Inc.
17811 Waterview Parkway
Dallas, Texas 75252
Re: 1990 INCENTIVE STOCK OPTION PLAN
REGISTRATION STATEMENT ON FORM S-8
Gentlemen.
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 750,000 shares
of the Company's Common Stock, no par value (the "Shares"), for issuance under
the Company's 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 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. 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 whom 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.
Respectfully submitted,
THOMPSON & KNIGHT,
A Professional Corporation
By:/s/ David E. Morrison
---------------------------
David E. Morrison, 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 2, 1997, except for Note F for which
the date is April 9, 1997 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, 1997, filed with the Securities and Exchange
Commission.
Ernst & Young LLP
Dallas, Texas
May 29, 1997
