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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): AUGUST 13, 1999
INTERVOICE-BRITE, INC.
(Exact name of Registrant as specified in its charter)
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<S> <C> <C>
TEXAS 000-13616 75-1927578
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
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17811 WATERVIEW PARKWAY
DALLAS, TEXAS 75252
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, including area code: (972) 454-8000
INTERVOICE, INC.
(Former name, former address and former fiscal year, if changed since last
report)
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ITEM 5. OTHER EVENTS
On August 13, 1999, InterVoice-Brite, Inc., a Texas corporation
("InterVoice"), (formerly InterVoice, Inc.), announced that its wholly-owned
subsidiary, InterVoice Acquisition Subsidiary III, Inc., a Nevada corporation
("Merger Sub"), merged with and into Brite Voice Systems, Inc., a Kansas
corporation ("Brite") (the "Merger") pursuant to the previously announced
Acquisition Agreement and Plan of Merger by and among InterVoice, Merger Sub
and Brite dated as of April 27, 1999 (the "Merger Agreement"). The Merger was
the second and final step of the acquisition of Brite by InterVoice.
InterVoice, through Merger Sub, acquired approximately 75% of the outstanding
common stock, no par value, of Brite ("Brite Common Stock") on June 9, 1999
when its tender offer for 9,158,155 shares of Brite Common Stock (the "Offer")
was closed. As a result of the Merger, Brite is now a wholly-owned subsidiary
of InterVoice.
As a result of the Merger, each share of common stock of Brite issued
and outstanding at the effective time of the Merger (other than shares owned by
InterVoice, Merger Sub or any of their subsidiaries) was converted into
0.957143 shares of InterVoice common stock (the "Exchange Ratio"). The Merger
Agreement provides that the Exchange Ratio was to be derived by dividing $13.40
by the average of the per share closing price of InterVoice common stock on the
Nasdaq National Market for the 25 trading days immediately preceding the
effective time of the Merger, except that such 25-day average closing price
must be at least $8.00 and no higher than $14.00. On August 12, 1999, the day
immediately preceding the effective time of the Merger, the 25-day average
closing price of InterVoice common stock was $14.74, so $14.00 was used as the
denominator in determining the Exchange Ratio.
No fractional shares of InterVoice common stock were issued. Instead,
Brite stockholders will receive a cash amount determined by multiplying any
fractional share of InterVoice common stock they would be entitled to receive
by $14.74, the 25-day average trading closing price of InterVoice common stock
on August 12, 1999.
At the August 17, 1999 Annual Meeting of Shareholders of InterVoice,
InterVoice's shareholders voted to approve a proposed amendment to InterVoice's
Articles of Incorporation to change the name of the company to
"InterVoice-Brite, Inc." The name change became effective on August 18, 1999.
Brite is based out of Heathrow, Florida and designs, integrates,
assembles, markets and supports voice processing and call processing systems
and services which incorporate prepaid/postpaid applications, voice response,
voice recognition, voice/facsimile messaging, audiotex and interactive computer
applications into both standard products and customized market solutions.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
2.1 Acquisition Agreement and Plan of Merger by and among
InterVoice, Inc., InterVoice Acquisition Subsidiary III, Inc.
and Brite Voice Systems, Inc. dated as of April 27, 1999
(incorporated herein by reference to Exhibit 99.(c)(1) to the
Schedule 14D-1 filed by InterVoice, Inc. and InterVoice
Acquisition Subsidiary III, Inc. on May 3, 1999).
99.1* Press release dated August 13, 1999 announcing
completion of the merger.
99.2* Press release dated August 18, 1999 announcing name
change.
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*filed herewith
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
INTERVOICE-BRITE, INC.
By: /s/ ROB-ROY J. GRAHAM
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Rob-Roy J. Graham
Secretary and Chief Financial Officer
Date: August 27, 1999
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EXHIBIT INDEX
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Exhibit
Number Description
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2.1 -- Acquisition Agreement and Plan of Merger by and among InterVoice,
Inc., InterVoice Acquisition Subsidiary III, Inc. and Brite Voice
Systems, Inc. dated as of April 27, 1999 (incorporated herein by
reference to Exhibit 99.(c)(1) to the Schedule 14D-1 filed by
InterVoice, Inc. and InterVoice Acquisition Subsidiary III, Inc. on
May 3, 1999).
99.1* -- Press release dated August 13, 1999 announcing completion of the
merger.
99.2* -- Press release dated August 18, 1999 announcing name change.
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*filed herewith
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EXHIBIT 99.1
[INTERVOICE, INC. LOGO]
NEWS RELEASE
FOR IMMEDIATE RELEASE
CONTACTS
InterVoice, Inc. M/C/C
Rob-Roy Graham Jim Terry
(972) 454-8712 (972) 480-8383 x228
[email protected]
32-99
INTERVOICE COMPLETES MERGER WITH BRITE VOICE SYSTEMS
DALLAS, AUG. 13, 1999 - InterVoice, Inc. (NASDAQ: INTV) today completed its
merger with Brite Voice Systems, Inc. The resultant company is the world's
leading supplier of high-tech call automation hardware and services for both
corporate and telecommunications markets. InterVoice stock trades on the Nasdaq
Stock Market under the symbol INTV.
InterVoice plans to change its name to InterVoice-Brite, Inc. at its
shareholder meeting scheduled for August 17, 1999.
In connection with the merger, each remaining share of Brite's stock was
exchanged for 95.71% of an InterVoice share. The exchange ratio was determined
based on the average closing price of an InterVoice share for 25 trading days
preceding the merger. As a result of the merger, the number of outstanding
shares of InterVoice stock will increase from approximately 29,005,932 shares
to approximately 31,986,257 shares. Brite's stock (NASDAQ: BVSI) has ceased
trading as a result of the merger.
Based in Dallas, the combined company is ISO 9001 certified, employs
approximately 1,400 workers, holds 38 patents and has 30 satellite offices in
the Americas, Europe and Asia-Pacific. The company's products are installed at
more than 16,000 sites in over 65 countries. InterVoice and Brite posted
combined annual revenues of approximately $273 million last year.
"With today's merger, there is clearly a strong leader in the field of call
automation," said Daniel D. Hammond, the company's Chairman and CEO.
"Separately, the companies had complementary technologies and markets, which
means the new company is well positioned to attack the global call automation
market."
InterVoice and Brite have each pioneered many of the technologies and solutions
that are central to the call automation marketplace. Founded in 1983,
InterVoice focused primarily on the North American market, building a strong
reputation as the world's leading provider of interactive voice response (IVR)
systems. Brite was formed in 1984 and became a well-respected supplier of
revenue- generating service solutions for telecommunications providers, forging
a leadership role around the world.
-more-
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INTERVOICE/BRITE MERGER, PAGE 2
The combined company has the experience that corporate customers and
telecommunications providers need if they are to increase revenues, decrease
costs, reduce time-to-market and deliver quality customer service -- all of
which are needed to remain competitive.
The combined products and services of InterVoice and Brite include IVR
solutions for both enterprise and telecommunications deployments, sophisticated
call center solutions, speech recognition and Internet telephony products, and
enhanced service solutions that can be tailored to meet the specific needs of
telecommunications providers . The combined company is the world's leading
supplier of call automation products and services for corporate and
telecommunications markets. The company's technology helps corporate users
automate customer service by allowing end-users to access information through
interactive self-service applications. The company's products also bring
telecommunications providers revenue-generating services that decrease costs
and increase subscriber loyalty. Company information is available on the World
Wide Web at http://www.intervoice-brite.com.
Certain statements within this news release may be considered "forward-looking"
within the meaning of the Private Securities Litigation Reform Act of 1995.
Such forward-looking statements may include projections regarding future market
growth and are based upon the company's current expectations and assumptions
which are subject to unknown risks that may cause the actual results to be
materially different from such projections
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EXHIBIT 99.2
[INTERVOICE-BRITE, INC. LOGO]
NEWS RELEASE
FOR IMMEDIATE RELEASE
CONTACTS
InterVoice-Brite
Rob-Roy J. Graham
(972) 454-8712
33-99
INTERVOICE OFFICIALLY CHANGES NAME TO INTERVOICE-BRITE, INC.
Shareholders' vote confirms new company name
Ticker symbol remains unchanged
DALLAS, AUG. 18, 1999 -- InterVoice Inc. today announces that it has changed
its name to InterVoice-Brite, Inc. (NASDAQ: INTV). This amendment to the
articles of incorporation was officially approved at its shareholder meeting on
August 17, 1999. The company's ticker symbol (INTV) has not changed. The name
change to InterVoice-Brite is a result of the recent merger between InterVoice,
Inc. and Brite Voice Systems, Inc. "Changing our name to InterVoice-Brite
clearly illustrates to the marketplace that two call automation leaders have
joined together to build upon their combined strengths," said Chairman and CEO,
Daniel D. Hammond. "InterVoice-Brite is an organization dedicated to innovative
technology and a superior level of quality. We have all the necessary elements
to continue as the clear industry leader -- offering the most advanced call
automation solutions available."
ABOUT INTERVOICE-BRITE
InterVoice-Brite, Inc. is the technology leader in call automation solutions
for the worldwide enterprise and telecommunications markets. Our automated
customer service systems offer productivity improvement and cost reduction for
diverse industry applications. InterVoice-Brite also provides enhanced network
service solutions that enable telecommunications service providers to offer
innovative, flexible services to the end-user that increase revenue and promote
subscriber loyalty. InterVoice-Brite has shipped more than 16,000 systems and
is active in over 65 countries worldwide. An ISO 9001 certified company,
InterVoice-Brite is headquartered in Dallas, Texas USA. For more information
about InterVoice-Brite and its solutions, visit http://www.intervoice-
brite.com.
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