<PAGE> 1
As Filed with the Securities and Exchange Commission on November 30, 1998
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. EMPLOYEE STOCK PURCHASE 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 300,000 shares $ 25.125 $ 7,537,500.00 $ 2,095.43
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 average of the high and low
prices for the Common Stock ($25.125) as reported on the Nasdaq National
Market on November 25, 1998.
================================================================================
<PAGE> 2
Documents Incorporated by Reference.
The contents of the Registration Statement (the "Prior Registration
Statement") of InterVoice, Inc. (the "Registrant") on Form S-8, Registration No.
33-72494, filed with the Securities and Exchange Commission on December 1, 1993,
including the documents incorporated by reference therein, are incorporated by
reference into this Registration Statement.
Amendments to the Plan.
On May 22, 1998, the Board of Directors of the Registrant adopted
amendments to the Registrant's Employee Stock Purchase Plan (the "Plan") that
increased from 200,000 to 500,000 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 23, 1998.
Exhibits.
In addition to the exhibits filed or incorporated by reference into the
Prior Registration Statement, the following documents are filed as exhibits to
this Registration Statement.
4.1 InterVoice, Inc. Employee Stock Purchase Plan, as amended.
5.1 Opinion of Thompson & Knight, a Professional Corporation,
regarding 300,000 shares of Common Stock.
24.1 Consent of Ernst & Young, L.L.P., independent public
accountants, to incorporation of report by reference.
24.2 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
30th day of November, 1998.
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> <C>
/s/ Daniel D. Hammond Chairman of the Board of Directors November 30, 1998
- ---------------------------------- and Chief Executive Officer
Daniel D. Hammond
/s/ Rob-Roy J. Graham Chief Financial Officer and Secretary November 30, 1998
- ---------------------------------- (Principal Financial Officer and
Rob-Roy J. Graham Principal Accounting Officer)
/s/ Joseph J. Pietropaolo Director November 30, 1998
- ----------------------------------
Joseph J. Pietropaolo
/s/ George C. Platt Director November 30, 1998
- ----------------------------------
George C. Platt
/s/ Grant A. Dove Director November 30, 1998
- ----------------------------------
Grant A. Dove
/s/ David W. Brandenburg Director November 30, 1998
- ----------------------------------
David W. Brandenburg
</TABLE>
<PAGE> 4
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Numbered
Exhibit Number Exhibit Page
- -------------- ------- -------------
<S> <C> <C>
4.1 InterVoice, Inc. Employee Stock Purchase Plan, as amended. 5
5.1 Opinion of Thompson & Knight, a Professional Corporation,
regarding 300,000 shares of Common Stock. 10
24.1 Consent of Ernst & Young, independent public accountants, to
incorporation of report by reference. 11
24.2 Consent of counsel (included in the opinion of Thompson &
Knight, a Professional Corporation, filed herewith as Exhibit
5.1). 10
</TABLE>
<PAGE> 1
EXHIBIT 4.1
INTERVOICE, INC.
EMPLOYEE STOCK PURCHASE PLAN
Section 1. Purpose. It is the purpose of the Plan to promote the
interests of the Company and its shareholders by providing a method by which
eligible employees may use voluntary payroll deductions to purchase shares of
Common Stock at a discount, thereby affording them the opportunity to invest in
the Company at a preferential price, and to acquire a proprietary interest in
the Company and an increased personal interest in its continued success and
progress. The Plan is intended to qualify as an employee stock purchase plan
within the meaning of Section 423 of the Code and shall be construed
accordingly.
Section 2. Definitions. As used herein the following terms have the
following meanings:
(a) "Affiliate" means any corporation that is a subsidiary
corporation of the Company within the meaning of Section 424(f) of the Code and
that has been designated by the Committee as an Affiliate for purposes of the
Plan.
(b) "Board of Directors" means the Board of Directors of the Company.
(c) "Code" means the United States Internal Revenue Code of 1986,as
from time to time amended.
(d) "Committee" means the Committee described in Section 4 hereof.
(e) "Common Stock" means the Common Stock, no par value, of the
Company.
(f) "Company" means InterVoice, Inc.
(g) "Compensation" for an option period means the total compensation
of an employee for services rendered to the Company or any Affiliate. The
Compensation of an employee who does not receive salary or wages computed in
United States dollars shall be determined by converting such salary or wages
into United States dollars in accordance with the Compensation Exchange Rate.
(h) "Compensation Exchange Rate" means the New York foreign currency
exchange rate as reported in The Wall Street Journal for the first business day
immediately preceding the first business day of the applicable option period.
(i) "Eligible Employee" means any employee of the Company or an
Affiliate who is eligible to participate in the Plan pursuant to Section 5
hereof.
(j) "Fair Market Value" means the closing sale price on the date in
question (or, if there was no reported sale on such date, on the last preceding
day on which any reported sale occurred) of the Common Stock on the NASDAQ
National Market System or such other national stock exchange or stock market on
which the Common Stock may from time to time be traded.
(k) "Option" means any option to purchase shares of Common Stock
granted by the Committee pursuant to the provisions of the Plan.
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(l) "Participant" means an Eligible Employee who
elects to participate in the Plan pursuant to Section 6
hereof.
(m) "Plan" means this InterVoice, Inc. Employee Stock
Purchase Plan.
Section 3. Number of Shares. The aggregate number of
shares of Common Stock issued pursuant to Options granted
under the Plan shall not exceed a total of 500,000 shares. The
maximum number of shares of Common Stock available for sale
under the Plan is subject to adjustment as provided in Section
14. The Common Stock to be delivered upon exercise of Options
may consist of authorized but unissued shares of Common Stock
or shares of Common Stock previously issued and reacquired by
the Company.
Section 4. Administration of the Plan. The Plan
shall be administered by the Committee, which shall consist of
three or more directors or executive officers of the Company.
Each member of the Committee shall be appointed by and shall
serve at the pleasure of the Board of Directors. The Board of
Directors shall have the sole continuing authority to appoint
members of the Committee both in substitution for members
previously appointed and to fill vacancies however caused. The
following provisions shall apply to the administration of the
Plan by the Committee:
(a) The Committee shall designate one of its members
as Chairman and shall hold meetings at such times and places
as it may determine. Each member of the Committee shall be
notified in writing of the time and place of any meeting of
the Committee at least two days prior to such meeting,
provided that such notice may be waived by a Committee member.
A majority of the members of the Committee shall constitute a
quorum and any action taken by a majority of the members of
the Committee present at any duly called meeting at which a
quorum is present (or action unanimously approved in writing)
shall constitute action by the Committee.
(b) The Committee may appoint a Secretary (who need
not be a member of the Committee) who shall keep minutes of
its meetings. The Committee may make such rules and
regulations for the conduct of its business as it may
determine.
(c) The Committee shall have full authority, subject
to the express provisions of the Plan to interpret the Plan,
to provide, modify and rescind rules and regulations relating
to it and to make all other determinations and perform such
actions as the Committee deems necessary or advisable to
administer the Plan.
(d) No member of the Committee shall be liable for
any action taken or determination made in good faith with
respect to the Plan or any Option granted hereunder.
Section 5. Eligible Employees. Each employee of the
Company or an Affiliate who is employed by the Company or an
Affiliate on the date his participation in the Plan is to
become effective shall be eligible to participate in the Plan;
provided, however, that:
(a) An employee shall not be granted an Option if
such employee would, immediately after grant of the Option,
own stock possessing 5% or more of the total combined voting
power or value of all classes of stock of the Company or any
parent or subsidiary corporation of the Company (within the
meaning of Section 424(e) and (f) of the Code). For purposes
of determining stock ownership under this paragraph, the rules
of Section 424(d) of the Code shall apply, and stock which the
employee may purchase under any outstanding options shall be
treated as stock owned by the employee; and
(b) No employee shall be granted an Option under the
Plan which would permit such employee's rights to purchase
shares of stock under all employee stock purchase plans of the
Company and its parent and subsidiary corporations (within the
meaning of Section 424(e) and (f) of the Code) to accrue
(within the meaning of Section 423(b)(8) of the Code) at a
rate which exceeds U.S. $25,000 of fair market value of such
stock
2
<PAGE> 3
(determined at the time such option is granted) for each calendar year
during which any such option granted to such employee is outstanding at
any time.
For purposes of this Section 5, the term "employee" shall not
include an employee whose customary employment is 20 hours or less per
week or is for not more than five months in any calendar year.
Section 6. Method of Participation. Each person who will be an
Eligible Employee on any December 1 or June 1 may elect to participate
in the Plan by executing and delivering, on or before the immediately
preceding November 30 or May 31, respectively, a payroll deduction
authorization as provided in this Section; provided, however, that an
Eligible Employee who elects not to participate on a given December 1
or June 1 shall not be eligible to participate in the Plan until the
following December 1 or June 1, respectively. Such Eligible Employee
shall thereby become a Participant on such December 1 or June 1 and
shall remain a Participant until such Eligible Employee's participation
is terminated as provided in Section 10 or 11 hereof.
The payroll deduction authorization executed by a Participant
shall request withholding, by means of substantially equal payroll
deductions over the period during which he or she is a Participant, of
an amount which shall be no more than 10% nor less than 1% of such
Participant's Compensation for a given option period. A Participant may
change the withholding rate of his or her payroll deduction
authorization within such limits by delivering a new payroll deduction
authorization form to the Company on or before the November 30 or May
31, as the case may be, immediately preceding the option period with
respect to which the change is to be effective. A Participant may not
change the withholding rate of his or her payroll deduction
authorization with respect to an option period at any time after the
deadline set forth in the immediately preceding sentence. All amounts
withheld in accordance with a Participant's payroll deduction
authorization shall be credited to a withholding account for such
Participant. No interest shall be payable on withholding accounts.
Section 7. Grant of Options. The Plan will be implemented in
twelve-month option periods beginning on the first day of December and
the first day of June and ending on the following November 30 and May
31, respectively, until the Plan is terminated. Each Participant shall
be granted an Option on the first day of each option period to purchase
the number of whole shares of Common Stock determined by dividing (x)
the aggregate payroll deduction authorized by such Participant for the
option period by (y) 85% of the Fair Market Value per share of Common
Stock on the first day of the option period. Each Option shall be
exercisable as provided in Section 9 on the last business day of an
option period. In no event shall the number of shares with respect to
which an Option is granted to a Participant for a calendar year exceed
that number of shares which has an aggregate Fair Market Value
(determined on the date of grant) of U.S.$25,000, and the number of
shares actually purchased by a Participant in a calendar year may not
exceed this number. The Company shall reduce, on a substantially
proportionate basis, the number of shares of Common Stock receivable by
each Participant upon exercise of an Option in the event that the total
number of shares then available under the Plan is less than the total
number of shares with respect to which all Participants exercise
Options in such option period.
Section 8. Option Price. The purchase price per share of
Common Stock under each Option shall equal the lesser of (a) 85% of the
Fair Market Value per share of Common Stock on the date of grant of the
Option or (b) 85% of the Fair Market Value per share of Common Stock on
the date on which the Option is exercised. If the Common Stock of the
Company is not admitted to trading on any of the aforesaid dates for
which closing prices of the stock are to be determined, then reference
shall be made to the Fair Market Value of the stock on that date, as
determined on such basis as shall be established or specified for the
purpose by the Committee.
Section 9. Exercise of Options. An employee who is a
Participant in the Plan on the last business day of an option period
shall be deemed automatically to have exercised the current installment
of the Option granted to him or her for that option period. Upon such
exercise, the Company shall apply the entire balance of the
Participant's withholding account to the purchase of the maximum number
of whole shares of Common Stock as determined under Section 7. For
purposes of this Section 9, the balance in the withholding account of a
Participant whose salary or wages are not computed in United States
dollars shall be converted into United
3
<PAGE> 4
States dollars in accordance with the New York foreign currency
exchange rate as reported in The Wall Street Journal for the last
business day of the option period. Certificates representing shares of
Common Stock purchased for a Participant under the Plan shall be issued
and delivered to the Participant as soon as practicable after such
shares are purchased; provided, however, that the obligation of the
Company to deliver shares of Common Stock shall be postponed for such
period of time as may be necessary to register or qualify the purchased
shares under the Securities Act of 1933 and any applicable foreign or
state securities law.
A Participant shall possess none of the rights or privileges
of a shareholder of the Company with respect to Common Stock purchased
under the Plan unless and until certificates representing such shares
have been issued. No fractional shares shall be issued upon exercise of
any installment of an Option. Any balance remaining in a Participant's
withholding account following exercise of an installment shall be
returned to the Participant. The cash proceeds received by the Company
upon exercise of an Option shall constitute general funds of the
Company. Any unexercised portion of an Option shall expire and become
null and void as of the end of the option period in which such Option
was granted.
Section 10. Cancellation of Option and Withdrawal From the
Plan. A Participant who holds an Option under the Plan may at any time
prior to exercise thereof pursuant to Section 9 cancel the remaining
unexercised portion of such Option by written notice delivered to the
Treasurer of the Company. Upon such cancellation, the balance in the
Participant's withholding account shall be returned to such Participant
and he or she shall cease to be a Participant. Partial cancellations
shall not be permitted.
A Participant may terminate his payroll deduction
authorization as of any date by written notice delivered to the
Treasurer of the Company and shall thereby cease to be a Participant as
of such date. Partial termination of a payroll deduction authorization
shall not be permitted, except to the extent expressly permitted by
Section 6 of this Plan. Any Participant who voluntarily terminates his
or her payroll deduction authorization prior to the last business day
of an option period shall be deemed to have cancelled his or her option
for such option period.
A Participant who withdraws from the Plan pursuant to this
Section 10 may re-enroll as of any subsequent December 1 or June 1 on
which he or she is an Eligible Employee in accordance with the
procedure set forth in Section 6 of this Plan; provided, however, that
a Participant shall not be permitted to reenroll in the Plan until a
December 1 or June 1 that is at least one month after the date of his
or her withdrawal.
Section 11. Termination of Employment. Upon the termination of
a Participant's employment with the Company or an Affiliate for any
reason, such person shall cease to be a Participant, the Option held by
such Participant under the Plan shall be deemed cancelled, the balance
of such Participant's withholding account shall be returned to such
Participant (or, in the event of the Participant's death, to the
executor or administrator of his or her estate) and he or she shall
have no further rights under the Plan.
All Participants shall have the same rights and privileges
under the Plan. Notwithstanding the foregoing, nothing in the Plan
shall confer upon any Participant any right to continue in the employ
of the Company or an Affiliate or in any way interfere with the right
of the Company or an Affiliate to terminate the employment of the
Participant at any time, with or without cause. Transfers of employment
among the Company and its Affiliates and approved leaves of absence not
exceeding 90 days shall not be considered terminations of employment
for purposes of this Plan.
Section 12. Transferability. An Option granted under the Plan
shall not be transferable by the Participant and shall be exercisable
only by the Participant.
Section 13. Adjustments Upon Changes in Common Stock. In the
event the Company shall effect a split of the Common Stock or declare a
dividend payable in Common Stock, or in the event the outstanding
Common Stock shall be combined into a smaller number of shares, the
maximum number of shares as to which
4
<PAGE> 5
Options may be granted under the Plan shall be increased or decreased
proportionately, and the Fair Market Value per share of Common Stock as
of the date of grant of all outstanding Options shall be adjusted, for
purposes of making the determination required by Section 8 of this
Plan, in a manner deemed appropriate by the Board of Directors.
In the event of a reclassification of Common Stock not covered
by the foregoing, or in the event of a liquidation or reorganization of
the Company, including a merger, consolidation or sale of assets, the
Board of Directors shall make such adjustments, if any, as it may deem
appropriate in the number, purchase price and kind of shares that are
covered by Options theretofore granted under the Plan or that are
otherwise subject to the Plan. 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 14. Amendment and Termination of the Plan. Subject to
the right of the Board of Directors to terminate the Plan prior
thereto, the Plan shall terminate when all or substantially all of the
Common Stock reserved for purposes of the Plan has been purchased. No
Options may be granted after termination of the Plan. The Board of
Directors may alter or amend the Plan but may not without the approval
of the shareholders of the Company and of any regulatory authorities
having jurisdiction make any alteration or amendment thereof which
operates (a) to increase the total number of shares of Common Stock
which may be issued under the Plan (other than as provided in Section
13), (b) to modify the criteria for determining the employees (or class
of employees) eligible to receive Options under the Plan or (c) to
materially increase benefits accruing under the Plan to Participants
who are subject to Section 16 of the Securities Exchange Act of 1934
(the "Exchange Act").
No termination or amendment of the Plan shall adversely affect
the rights of a Participant under an outstanding Option, except with
the consent of such Participant.
Section 15. Requirements of Law. The granting of Options and
the issuance of Common Stock upon the exercise of an Option shall be
subject to all applicable laws, rules and regulations and to such
approval by governmental agencies as may be required.
Section 16. Effective Date of the Plan. The Plan shall become
effective, as of the date of its adoption by the Board of Directors, if
it is duly approved at the 1994 annual meeting of shareholders of the
Company. The affirmative vote of the holders of at least a majority of
the shares of stock of the Company present and voting on the approval
of the Plan at the meeting, provided that the total number of shares
voting for the proposal represents more than 50% of the total number of
shares of stock present in person or represented by proxy and entitled
to vote at such annual meeting, shall be required to approve the Plan.
If the Plan is not so approved, the Plan shall terminate, the
unexercised portions of all Options granted hereunder shall be null and
void and all shares of Common Stock theretofore issued upon the
exercise of Options under the Plan shall be deemed cancelled.
Certificates representing shares issued to Participants prior to
shareholder approval of the Plan shall bear appropriate legends
indicating that the shares have been issued contingent upon shareholder
approval and are cancelable in the event such approval is not obtained.
Upon such cancellation, Participants shall promptly deliver to the
Company all certificates representing cancelled shares and the Company
shall promptly return to the Participants, without interest, all funds
obtained from such Participants through payroll deductions and used for
the purchase of such shares.
Section 17. Rule 16b-3 Compliance. Transactions under this
Plan are intended to comply with all applicable conditions of Rule
16b-3 or its successors adopted under the Exchange Act, some of which
conditions are not set forth herein. To the extent any provision 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.
5
<PAGE> 1
EXHIBIT 5.1
(214) 969-1368
November 30, 1998
INTERVOICE, INC.
17811 Waterview Parkway
Dallas, TX 75252
Attention: Mr. Dean C. Howell, Vice President and Corporate Counsel
Gentlemen:
Thompson & Knight, P.C. has acted as counsel to InterVoice, Inc.
("InterVoice") in connection with its Registration Statement on Form S-8 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission relating to 300,000 shares of common stock, no par value per share,
of the Company (the "Shares"), subject to the InterVoice, Inc. Employee Stock
Purchase Plan (the "Plan"). In connection with the foregoing, we have examined,
among other things, the Registration Statement and such other documents and
instruments as we have deemed necessary as a basis for this opinion. In such
examination, we have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals and the conformity with the
original documents of documents submitted to us as copies. As to certain facts
material to this opinion, we have relied, to the extent we considered
appropriate, on certificates of officers of the Company.
Based upon the foregoing, and subject to the qualifications set forth
herein, it is our opinion that the Shares, when issued pursuant to the
provisions of the Plan, will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of a copy of this opinion as an exhibit
to the Registration Statement.
Respectfully submitted,
THOMPSON & KNIGHT, P.C.
By: /s/ DAVID E. MORRISON
------------------------------------
David E. Morrison, Attorney
<PAGE> 1
EXHIBIT 24.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the InterVoice, Inc. Employee Stock Purchase Plan of
our report dated April 7, 1998, 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, 1998, filed with the Securities and
Exchange Commission.
ERNST & YOUNG LLP
November 30, 1998
Dallas, Texas
