INTERVOICE INC
POS AM, 1997-02-14
TELEPHONE & TELEGRAPH APPARATUS
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<PAGE>   1
     As filed with the Securities and Exchange Commission on February 14, 1997

                                                      Registration No. 33-85898
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                         POST-EFFECTIVE AMENDMENT NO. 2
                                       TO
                                    FORM S-3
                             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 of                 (I.R.S. Employer
      incorporation or organization)                 Identification No.)

                            17811 WATERVIEW PARKWAY
                              DALLAS, TEXAS 75252
                                 (214) 454-8000
              (Address, including zip code, and telephone number,
       including area code, of registrant's principal executive offices)

                         ------------------------------

                               DANIEL D. HAMMOND
                      CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                                INTERVOICE, INC.
                            17811 WATERVIEW PARKWAY
                              DALLAS, TEXAS 75252
                                 (214) 454-8000
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                         ------------------------------
                                    Copy to:

                               DAVID E. MORRISON
                               THOMPSON & KNIGHT,
                           A PROFESSIONAL CORPORATION
                        1700 PACIFIC AVENUE, SUITE 3300
                              DALLAS, TEXAS 75201

THIS POST-EFFECTIVE AMENDMENT NO. 2 TO THE REGISTRATION STATEMENT IS FILED TO
REMOVE FROM REGISTRATION 100,788 SHARES OF COMMON STOCK, NO PAR VALUE PER
SHARE, OF THE REGISTRANT.  THIS POST-EFFECTIVE AMENDMENT SHALL HEREAFTER BECOME
EFFECTIVE IN ACCORDANCE WITH SECTION 8(c) OF THE SECURITIES ACT OF 1933.

================================================================================



<PAGE>   2
                         DE-REGISTRATION OF SECURITIES

         On January 3, 1995, the Registration Statement on Form S-3 (file No.
33-85898) (the "Registration Statement") of InterVoice, Inc. (the "Registrant")
covering an aggregate of 255,008 shares of Common Stock, no par value per share
(the "Common Stock"), of the Registrant to be sold from time to time by certain
shareholders of the Registrant, was declared effective by the Securities and
Exchange Commission.

         The secondary offering of the shares of Common Stock covered by the
Registration Statement will terminate on February 14, 1997 (the "Termination
Date").  In accordance with the undertakings of the Registrant set forth in
Part II of the Registration Statement, the Registrant hereby de-registers
100,788 shares of Common Stock covered by the Registration Statement that
remain unsold as of the Termination Date pursuant to this Post-Effective
Amendment No. 2 to the Registration Statement.

                                     -2-
<PAGE>   3
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has duly caused this Post-Effective Amendment No.
2 to Registration Statement on Form S-3 (Registration No. 33-85898) to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Dallas, State of Texas, on the 14th day of February, 1997.

                                        INTERVOICE, INC.
                                        (Registrant)



                                        By:   /s/ DANIEL D. HAMMOND
                                              Daniel D. Hammond
                                              Chairman of the Board and
                                              Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, as
amended, this Post-Effective Amendment No. 2 to the Registration Statement has
been signed by the following persons in the capacities and on the dates
indicated:

<TABLE>
<CAPTION>                                                                                                 
                    Signature                                     Title                                Date
                    ---------                                     -----                                ----
     <S>                                        <C>                                           <C>
     /s/ DANIEL D. HAMMOND                      Chairman of the Board, Chief Executive        February 14, 1997
     ----------------------------------------   Officer and Director (Principal Executive
     Daniel D. Hammond                          Officer)

     /s/ MIKE W. BARKER*                        President, Chief Operating Officer and        February 14, 1997
     ----------------------------------------   Director                                                               
     Mike W. Barker                             

     /s/ ROB-ROY J. GRAHAM*                     Chief Financial Officer, Chief Accounting     February 14, 1997
     ----------------------------------------   Officer, Controller and Secretary                                          
     Rob-Roy J. Graham                          (Principal Financial Officer and
                                                Accounting Officer)

     /s/ JOSEPH J. PIETROPAOLO*                 Director                                      February 14, 1997
     ----------------------------------------                                                                  
     Joseph J. Pietropaolo

     /s/ GEORGE C. PLATT*                       Director                                      February 14, 1997
     ----------------------------------------                                                                  
     George C. Platt

     /s/ GRANT A. DOVE                          Director                                      February 14, 1997
     ----------------------------------------                                                                  
     Grant A. Dove

                                                                                              February 14, 1997
     *By:     /s/ DANIEL D. HAMMOND          
         ------------------------------------
              Daniel D. Hammond
              Attorney-in-Fact
</TABLE>





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