<PAGE>
As filed with the Securities and Exchange Commission on June 27, 1996.
Registration No. 333-_________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
DAVOX CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 02-0364368
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
6 TECHNOLOGY PARK DRIVE
WESTFORD, MASSACHUSETTS 01886
(Address of Principal Executive Offices) (Zip Code)
____________________________________
1986 STOCK PLAN
(Full title of the plan)
____________________________________
TIMOTHY C. MAGUIRE, ESQ.
TESTA, HURWITZ & THIBEAULT
HIGH STREET TOWER
125 HIGH STREET
BOSTON, MA 02110
(617) 248-7000
(Name and address including zip code and telephone number,
including area code, of agent for service)
____________________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================
Proposed Proposed
maximum maximum
Title of Securities to be Amount to offering aggregate Amount of
registered be price per offering registration
registered share/1/ price fee
<S> <C> <C> <C> <C>
Common Stock, par value $.10 350,000 $28.00 $9,800,000 $3,380.00
================================================================================
</TABLE>
/1/ The price of $28.00 per share, which is the average of the high and low
prices of the Common Stock as reported on the Nasdaq National Market System on
June 20, 1996, is set forth solely for purposes of calculating the filing fee.
<PAGE>
This Registration Statement registers additional securities of the
same class as other securities for which the Registration Statement No. 33-47618
on Form S-8 as filed with the Securities and Exchange Commission on May 4, 1992
and the Registration Statement No. 33-89582 on Form S-8 as filed with the
Securities and Exchange Commission on February 17, 1995, relating to the Davox
Corporation 1986 Stock Plan is effective. Pursuant to General Instruction E,
the contents of the above-listed Registration Statement are hereby incorporated
by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
--------
Exhibit No. Description of Exhibits
----------- -----------------------
4.2 1986 Stock Plan of the Registrant, as amended
5.1 Opinion of Testa, Hurwitz & Thibeault, LLP
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Testa, Hurwitz & Thibeault, LLP
(included in Exhibit 5.1)
24.1 Power of Attorney (contained in Page 4 of this
Registration Statement)
Item 9. Undertakings
------------
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represents
a fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered ) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
<PAGE>
(4) If the registrant is a foreign private issuer, to file a post-
effective amendment to the registration statement to include any financial
statements required by Rule 3-19 of this chapter at the start of any delayed
offering or throughout a continuous offering. Financial statements and
information otherwise required by Section 10(a)(3) of the Act need not be
furnished, provided, that the registrant includes in the prospectus, by means of
a post-effective amendment, financial statements required pursuant to this
paragraph (a)(4) and other information necessary to ensure that all other
information in the prospectus is at least as current as the date of those
financial statements. Notwithstanding the foregoing, with respect to
registration statements on Form F-3, a post-effective amendment need not be
filed to include financial statements and information required by Section
10(a)(3) of the Act or Rule 3-19 of this chapter if such financial statements
and information are contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the Form
F-3.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Act may
be permitted to directors, officers and controlling persons of the registrant
pursuant to provisions described in Item 14 above, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
<PAGE>
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 Westford, Commonwealth of Massachusetts, on April 18,
1996.
DAVOX CORPORATION
By: /s/ Alphonse M. Lucchese
--------------------------
Alphonse M. Lucchese
President, Chief Executive
Officer and Chairman
POWER OF ATTORNEY
EACH PERSON WHOSE SIGNATURE appears below this Registration Statement
hereby constitutes and appoints Alphonse M. Lucchese and Timothy C. Maguire and
each of them, with full power to act without the other, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead in any and all capacities
(until revoked in writing) to sign all amendments (including post-effective
amendments) to this Registration Statement on Form S-8 of Davox Corporation, and
to file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary fully to all
intents and purposes as he might or could do in person thereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his or her substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or amendment thereto has been signed by the following
persons in the capacities and on the date indicated.
Signature Title(s) Date
--------- -------- ----
/s/ Alphonse M. Lucchese President, Chief Executive April 18, 1996
- ---------------------------
Alphonse M. Lucchese Officer and Chairman
/s/ John J. Connolly Vice President Finance and April 18, 1996
- --------------------------- Chief Financial Officer
John J. Connolly
/s/ Michael D. Kaufman
- --------------------------- Director April 18, 1996
Michael D. Kaufman
/s/ Walter J. Levison Director April 18, 1996
- ---------------------------
Walter J. Levison
/s/ R. Scott Asen Director April 18, 1996
- ---------------------------
R. Scott Asen
<PAGE>
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit Page
- ----------- ---------------------- ----
<S> <C> <C>
4.2 1986 Stock Plan of the Registrant, as amended
5.1 Opinion of Testa, Hurwitz & Thibeault, LLP
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Testa, Hurwitz & Thibeault, LLP ---
(included in Exhibit 5.1)
24.1 Power of Attorney (contained in Page 4 of ---
this Registration Statement)
</TABLE>
<PAGE>
EXHIBIT 4.2
DAVOX CORPORATION
AMENDED AND RESTATED 1986 STOCK PLAN
1. Purpose. This Amended and Restated 1986 Stock Plan (the "Plan") is
-------
intended to provide incentives (a) to the officers and other employees of Davox
Corporation (the "Company"), its parent (if any) and any present or future
subsidiaries of the Company (collectively, "Related Corporations") by providing
them with opportunities to purchase stock in the Company pursuant to options
which qualify as "incentive stock options" under Section 422(b) of the Internal
Revenue Code of 1986, as amended (the "Code") granted hereunder ("ISO" or
"ISOs"); (b) to directors, officers, employees and consultants of the Company
and Related Corporations by providing them with opportunities to purchase stock
in the Company pursuant to options granted hereunder which do not qualify as
ISOs ("Non-Qualified Option" or "Non-Qualified Options"); (c) to directors,
officers, employees and consultants of the Company and Related Corporations by
providing them with awards of stock in the Company ("Awards"); and (d) to
directors, officers, employees and consultants of the Company and Related
Corporations by providing them with opportunities to make direct purchases of
stock in the Company ("Purchases"). Both ISOs and Non-Qualified Options are
referred to hereafter individually as an "Option" and collectively as "Options."
As used herein, the terms "parent" and "subsidiary" mean "parent corporation"
and "subsidiary corporation" as those terms are defined in Section 424 of the
Code.
2. Administration of the Plan. (a) The Plan shall be administered by
--------------------------
the Compensation Committee (the "Committee") appointed by the Board of Directors
of the Company (the "Board") comprised of, to the extent required by applicable
regulations under Section 162(m) of the Code, two or more outside directors as
defined in applicable regulations thereunder and to the extent required by Rule
16b-3 promulgated under the Securities Exchange Act of 1934 or any successor
provision ("Rule 16b-3"), disinterested administrators. No member of the
Committee, while a member, shall be eligible to participate in this Plan.
Subject to the terms of the Plan, the Committee shall (i) determine the
employees of the Company and Related Corporations (from among the class of
employees eligible under paragraph 3 to receive ISOs) to whom ISOs may be
granted, and to determine (from among the class of individuals and entities
eligible under paragraph 3 to receive Non-Qualified Options and Awards and to
make Purchases) to whom Non-Qualified Options or Awards may be granted and who
may make Purchases; (ii) determine the time or times at which Options or Awards
may be granted or Purchases made; (iii) determine the option price of shares
subject to each Option, which price with respect to ISOs shall not be less than
the minimum specified in paragraph 6, and the purchase price of shares subject
to each Purchase, (iv) determine whether each Option granted shall be an ISO or
a Non-Qualified Option; (v) determine (subject to paragraph 7) the time or times
when each Option shall become exercisable and the duration of the exercise
period; and (vi) determine whether restrictions such as repurchase options are
to be imposed on shares subject to Options, Awards and Purchases, and the nature
of such restrictions if any; and shall make recommendations to the Board based
on its determinations. Options and Awards shall be granted and Purchases shall
be authorized on behalf of the Company by the Board based on the Committee's
recommendations. The Committee shall also have authority to interpret the Plan
and prescribe and rescind rules and regulations relating to it. If the Board
issues a Non-Qualified Option, it shall take whatever actions it deems
necessary, under Section 422 of the Code and the regulations promulgated
thereunder, to ensure that such Option is not treated as an ISO. The
interpretation and construction by the Committee of any provisions of the Plan
or of any Option, Award or authorization for any Purchase granted under it shall
be final unless otherwise determined by the Board. The Committee may from time
to time adopt such rules and regulations for carrying out the Plan as it may
deem best. No member of the Board or the Committee shall be liable for any
action or determination
<PAGE>
made in good faith with respect to the Plan or any Option, Award or
authorization for any Purchase granted under it.
(b) The Committee may select one of its members as its chairman, and
shall hold meetings at such time and places as it may determine. Acts by a
majority of the Committee, or acts reduced to or approved in writing by a
majority of the members of the Committee, shall be the valid acts of the
Committee. All references in this Plan to the Committee shall mean the Board if
there is no Committee. From time to time the Board may increase the size of the
Committee and appoint additional members thereof, remove members (with or
without cause), and appoint new members in substitution therefor, fill vacancies
however caused, or remove all members of the Committee and thereafter directly
administer the Plan.
(c) Notwithstanding the provisions of Section 2(a), no Option shall be
granted to any employee who is, at the time of the proposed grant, a member of
the Board, unless such grant has been approved by a majority vote of the
disinterested members of the Board. All grants of Options to members of the
Board shall in all other respects be made in accordance with the provisions of
this Plan applicable to other employees. Members of the Board who are either
(i) eligible for Options, Awards or authorizations to make Purchases pursuant to
the Plan or (ii) have been granted Options, Awards or authorizations to make
Purchases may vote on any matters affecting the administration of the Plan or
the grant of any Options, Awards or authorizations to make Purchases pursuant to
the Plan, except that no such member shall act upon the granting to himself of
Options, Awards or authorizations to make Purchases, but any such member may be
counted in determining the existence of a quorum at any meeting of the Board
during which action is taken with respect to the granting to him of Options,
Awards or authorizations to make Purchases.
(d) Notwithstanding any other provision of this Section (2), in the
event the Company registers any class of any equity security pursuant to Section
12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), no
grants of Options, Awards or rights to make Purchases shall be made at any time
from the effective date of such registration to any director who is not also an
employee of the Company; provided, however, that if a majority of the Board is
eligible for selection in the Plan or in any other stock option or other stock
plan of the Company or any of its affiliates, or has been so eligible at any
time within the preceding year, any grant to directors of Options, Awards or
rights to make Purchases must be made by, or only in accordance with the
recommendation of, a Committee consisting of three or more persons, who may but
need not be directors or employees of the Company, appointed by the Board but
having full authority to act in the matter, none of whom is eligible for
selection in this Plan or any other stock option or other stock plan of the
Company, or any of its affiliates, or has been eligible at any time within the
preceding year. The requirements imposed by the preceding sentence shall also
apply with respect to grants to officers who are not also directors. Once
appointed, the Committee shall continue to serve until otherwise directed by the
Board.
3. Eligible Employees and Others. Except as otherwise provided
-----------------------------
herein, ISOs may be granted to any officer or other employee of the Company or
any Related Corporation. Those directors of the Company who are not employees
may not be granted ISOs under the Plan. Except as otherwise provided herein,
Non-Qualified Options and Awards may be granted to, and Purchases may be made
by, any director (whether or not an employee), officer, employee or consultant
of the Company or any Related Corporation. The Committee may take into
consideration an optionee's individual circumstances in determining whether to
grant an ISO or a Non-Qualified Option or authorize a Purchase or Award.
Granting of any Option or Award to, or any Purchase by, any individual or entity
shall neither entitle that individual or entity to, nor disqualify him from,
participation in any other grant of Options or Awards, or in any other Purchase.
<PAGE>
4. Stock. The stock subject to Options, Awards and Purchases shall be
-----
authorized but unissued shares of Common Stock of the Company, par value $.10
per share (the "Common Stock"), or shares of Common Stock re-acquired by the
Company in any manner. The aggregate number of shares which may be issued
pursuant to the Plan is 2,464,286 subject to adjustment as provided in paragraph
13. Any such shares may be issued as ISOs, Non-Qualified Options or Awards, or
to persons or entities making Purchases, so long as the number of shares so
issued does not exceed such number, as adjusted. If any Option granted under
the Plan shall expire or terminate for any reason without having been exercised
in full or shall cease for any reason to be exercisable in whole or in part, the
unpurchased shares subject thereto shall again be available for grants of
Options or Awards and for Purchases under the Plan. No employee of the Company
or any Related Corporation may be granted Options to acquire, in the aggregate,
more than 500,000 shares of Common Stock under the Plan per year. If any Option
granted under the Plan shall expire or terminate for any reason without having
been exercised in full or shall cease for any reason to be exercisable in whole
or in part, the unpurchased shares subject to such Option shall be included in
the determination of the aggregate number of shares of Common Stock deemed to
have been granted to such employee under the Plan.
5. Granting of Options. Options may be granted under the Plan at any
-------------------
time after September 18, 1986 and prior to September 18, 1996. Any such grants
of ISOs shall be subject to the receipt, within 12 months of September 18, 1986,
of the approval of Stockholders as provided in paragraph 16. The date of grant
of an Option under the Plan will be the date specified by the Board at the time
it grants the Option, provided, however, that such date shall not be prior to
the date of grant. The Board shall have the right, with the consent of the
optionee, to convert an ISO granted under the Plan to a Non-Qualified Option
pursuant to paragraph 17. Unless otherwise specified by the Committee in
connection with a particular grant, Options granted under the Plan are intended
to qualify as performance-based compensation to the extent required under
Section 162(m) of the Code and the regulations thereunder.
6. Minimum Option Price; ISO Limitations.
--------------------------------------
A. The price per share specified in the agreement relating to each
Non-Qualified Option granted, and the purchase price per share of stock granted
in any Award or authorized as a Purchase, under the Plan shall in no event be
less than the lesser of (i) the book value per share of Common Stock as of the
end of the fiscal year of the Company immediately preceding the date of such
grant, or (ii) 50 percent of the fair market value per share of Common Stock on
the date of such grant. If Non-Qualified Options granted under the Plan with an
exercise-price less than the fair market value per share of Common Stock on the
date of grant, are intended to qualify as performance-based compensation under
Section 162(m) of the Code and any applicable regulations thereunder, then, to
the extent required by Section 162(m) of the Code and any applicable regulations
thereunder, the validity of such Options shall be subject to the receipt of the
approval of the Company's stockholders to the grant thereof and such Options
shall be exercisable only upon the attainment of pre-established, objective
performance goals established by the Committee.
B. The price per share specified in the agreement relating to each
ISO granted under the Plan shall not be less than the fair market value per
share of Common Stock on the date of such grant. In the case of an ISO to be
granted to an employee owning stock possessing more than ten percent of the
total combined voting power of all classes of stock of the Company or any
Related Corporation, the price per share specified in the agreement relating to
such ISO shall not be less than 110 percent of the fair market value per share
of Common Stock on the date of grant.
<PAGE>
C. In no event shall the aggregate fair market value (determined
at the time an ISO is granted) of Common Stock for which ISOs granted to any
employee are exercisable for the first time by such employee during any calendar
year (under all stock option plans of the Company and any Related Corporation)
exceed $100,000; provided that this paragraph 6(C) shall have no force or effect
if its inclusion in the Plan is not necessary for Options issued as ISOs to
qualify as ISOs pursuant to Section 422(d) of the Code.
D. If, at the time an Option is granted under the Plan, the
Company's Common Stock is publicly traded, "fair market value" shall be
determined as of the last business day for which the prices or quotes discussed
in this sentence are available prior to the date such Option is granted and
shall mean (i) the average (on that date) of the high and low prices of the
Common Stock on the principal national securities exchange on which the Common
Stock is traded, if the Common Stock is then traded on a national securities
exchange; or (ii) the last reported sale price (on that date) of the Common
Stock on the NASDAQ National Market List, if the Common Stock is not then traded
on a national securities exchange; or (iii) the closing bid price (or average of
bid prices) last quoted (on that date) by an established quotation service for
over-the-counter securities, if the Common Stock is not reported on the NASDAQ
National Market List. However, if the Common Stock is not publicly traded at the
time an Option is granted under the Plan, "fair market value" shall be deemed to
be the fair value of the Common Stock as determined by the Committee after
taking into consideration all factors which it deems appropriate, including,
without limitation, recent sale and offer prices of the Common Stock in private
transactions negotiated at arm's length.
7. Option Duration. Subject to earlier termination as provided in
---------------
paragraphs 9 and 10, each Option shall expire on the date specified by the
Board, but not more than ten years from the date of grant and in the case of
ISOs granted to an employee owning stock possessing more than ten percent of the
total combined voting power of all classes of stock of the Company or any
Related Corporation, not more than five years from date of grant. Subject to
earlier termination as provided in paragraphs 9 and 10, the term of each ISO
shall be the term set forth in the original instrument granting such ISO, except
with respect to any part of such ISO that is converted into a Non-Qualified
Option pursuant to paragraph 17.
8. Exercise of Option. Subject to the provisions of paragraphs 9
------------------
through 12, each Option granted under the Plan shall be exercisable as follows:
A. The Option shall either be fully exercisable on the date of
grant or shall become exercisable thereafter in such installments as the Board
may specify.
B. Once an installment becomes exercisable it shall remain
exercisable until expiration or termination of the Option, unless otherwise
specified by the Board.
C. Each Option or installment may be exercised at any time or
from time to time for up to the total number of shares with respect to which it
is then exercisable. An optionee may not exercise any given installment except
in its entirety. The exercise of any installment with respect to a given Option
shall be deemed to be the exercise of the earliest installment then outstanding
and exercisable. Notwithstanding the foregoing, to the extent necessary for an
Option granted as an ISO to qualify as an "incentive stock option" within the
meaning of Section 422(b) of the Code, the instruments referred to in paragraph
12 below granting such Option shall contain a provision that no ISO may be
exercised while there is outstanding any option to acquire shares of stock of
the Company or of a corporation which, at the time of the granting of the new
ISO, is a parent or subsidiary of the Company, or of a predecessor corporation
of any of such corporations, if such option was granted earlier than the
<PAGE>
ISO in question and also qualifies as an "incentive stock option" within the
meaning of Section 422(b) of the Code. For this purpose, an incentive stock
option is "outstanding" until it has been exercised in full or has expired by
lapse of time.
D. The Board shall have the right to accelerate the date of
exercise of any installment of any Option; provided that the Board shall not
accelerate the exercise date of any installment of any Option granted to an
employee as an ISO (and not previously converted into a Non-Qualified Option
pursuant to paragraph 17) if such acceleration would violate the annual vesting
limitation contained in Section 422(d) of the Code, as described in paragraph
6(C).
9. Termination of Employment. (a) If an ISO optionee ceases to be
-------------------------
employed by the Company or any Related Corporation other than by reason of death
or retirement, no further installments of his ISOs shall become exercisable, and
his ISOs shall terminate after the passage of 30 days from the date of
termination of his employment, but in no event later than on their specified
expiration dates except to the extent that such ISOs (or unexercised
installments thereof) have been converted into Non-Qualified Options pursuant to
paragraph 17.
(b) If an ISO optionee retires, no further installments of his ISOs
shall become exercisable, and his ISOs shall terminate after the passage of 90
days from the date of retirement, but in no event later than on their specified
expiration dates, except to the extent that such ISOs (or unexercised
installments thereof) have been converted into Non-Qualified Options pursuant to
paragraph 17.
(c) Leave of absence with the written approval of the Board shall
not be considered an interruption of employment under the Plan, provided that
such written approval contractually obligates the Company or any Related
Corporation, to continue the employment of the employee after the approved
period of absence. Employment shall also be considered as continuing
uninterrupted during any other bona fide leave of absence (such as those
attributable to illness, military obligations or governmental service) provided
that the period of such leave does not exceed 90 days or, if longer, any period
during which such optionee's right to reemployment is guaranteed by statute.
Nothing in the Plan shall be deemed to give any grantee of any Option or Award,
or any person or entity entitled to make a Purchase, the right to be retained in
employment or other service by the Company or any Related Corporation for any
period of time. ISOs granted under the Plan shall not be affected by any change
of employment within or among the Company and Related Corporations, so long as
the optionee continues to be an employee of the Company or any Related
Corporation.
(d) In granting any Non-Qualified Option, the Board may specify
that such Non-Qualified Option shall be subject to the restrictions set forth
herein with respect to ISOs, or to ISOs such other termination or cancellation
provisions as the Board may determine.
10. Death; Dissolution. If an optionee dies, any Option of his may be
------------------
exercised, to the extent of the number of shares with respect to which he could
have exercised it on the date of his death, by his estate, personal
representative or beneficiary who has acquired the Option by will or by the laws
of descent and distribution, at any time prior to the earlier of the Option's
specified expiration date or 180 days from the date of the optionee's death. In
the case of a partnership, corporation or other entity holding a Non-Qualified
Option, if such entity is dissolved, liquidated, becomes insolvent or enters
into a merger or acquisition with respect to which such optionee is not the
surviving entity, such Option shall terminate immediately.
<PAGE>
11. Assignability. No Option shall be assignable or transferable by
-------------
the optionee except by will or by the laws of descent and distribution, and
during the lifetime of the optionee each Option shall be exercisable only by
him.
12. Terms and Conditions of Options. Options shall be evidenced by
-------------------------------
instruments (which be identical) in such forms as the Board may from time to
time approve. Such instruments shall conform to the terms and conditions set
forth in paragraphs 6 through 11 hereof and may contain such other provisions as
the Board deems advisable which are not inconsistent with the Plan, including
restrictions applicable to shares of Common Stock issuable upon exercise of
Options. The Board may from time to time confer authority and responsibility on
one or more of its own members and/or one or more officers of the Company to
execute and deliver such instruments. The proper officers of the Company are
authorized and directed to take any and all action necessary or advisable from
time to time to carry out the terms of such instruments.
13. Adjustments. Upon the happening of any of the following described
-----------
events, an optionee's rights with respect to Options granted to him hereunder
shall be adjusted as hereinafter provided:
A. In the event shares of Common Stock shall be subdivided or
combined into a greater or smaller number of shares or if, upon a merger,
consolidation, reorganization, split-up, liquidation, combination,
recapitalization or the like of the Company, the shares of Common Stock shall be
exchanged for other securities of the Company or of another corporation, each
optionee shall be entitled, subject to the conditions herein stated, to purchase
such number of shares of common stock or amount of other securities of the
Company or such other corporation as were exchangeable for the number of shares
of Common Stock which such optionee would have been entitled to purchase except
for such action, and appropriate adjustments shall be made in the purchase price
per share to reflect such subdivision, combination, or exchange; and
B. In the event the Company shall issue any of its shares as a
stock dividend upon or with respect to the shares of stock of the class which
shall at the time be subject to option hereunder, each optionee upon exercising
an Option shall be entitled to receive (for the purchase price paid upon such
exercise) the shares as to which he is exercising his Option and, in addition
thereto (at no additional cost), such number of shares of the class or classes
in which such stock dividend or dividends were declared or paid, and such amount
of cash in lieu of fractional shares, as he would have received if he had been
the holder of the shares as to which he is exercising his Option at all times
between the date of grant of such Option and the date of its exercise.
C. Notwithstanding the foregoing, any adjustments made pursuant
to subparagraphs A or B shall be made only after the Board, after consulting
with counsel for the Company, determines that such adjustments with respect to
ISOs will not constitute a "modification" of such ISOs as that term is defined
in Section 424 of the Code, or cause any adverse tax consequences for the
holders of such ISOS. No adjustments shall be made for dividends paid in cash
or in property other than securities of the Company.
D. No fractional shares shall actually be issued under the Plan.
Any fractional shares which, but for this subparagraph D, would have been issued
to an optionee pursuant to an Option, shall be deemed to have been issued and
immediately sold to the Company for their fair market value, and the optionee
shall receive from the Company cash in lieu of such fractional shares.
<PAGE>
E. Upon the happening of any of the foregoing events described in
subparagraphs A or B above, the class and aggregate number of shares set forth
in paragraph 4 hereof which are subject to Options which previously have been or
subsequently may be granted under the Plan shall also be appropriately adjusted
to reflect the events specified in such subparagraphs. The Board shall
determine the specific adjustments to be made under this paragraph 13 and its
determination shall be conclusive.
14. Means of Exercising Options. An Option (or any part or installment
---------------------------
thereof) shall be exercised by giving written notice to the Company at its
principal office address. Such notice shall identify the Option being exercised
and specify the number of shares as to which such Option is being exercised, and
be accompanied by full payment of the purchase price therefor either (a) in
United States dollars by certified or bank check, or (b) at the discretion of
the Board, through delivery of shares of Common Stock having fair market value
equal as of the date of the exercise to the cash exercise price of the Option,
or (c) at the discretion of the Board, by delivery of the optionee's personal
recourse note bearing interest payable not less than annually at no less than
100% of the lowest applicable Federal rate, as defined in (S)274(d) of the Code,
or (d) at the discretion of the Board, by any combination of (a), (b) and (c)
above. If the Board exercises its discretion to permit payment of the exercise
price of an ISO by means of the methods set forth in clauses (b) or (c) of the
preceding sentence, such discretion shall be exercised in writing at the time of
the grant of the ISO in question. The holder of an Option shall not have the
rights of a shareholder with respect to the shares covered by his Option until
the date of issuance of a stock certificate to him for such shares. Except as
expressly provided above in paragraph 13 with respect to changes in
capitalization and stock dividends, no adjustment shall be made for dividends or
similar rights for which the record date is before the date such stock
certificate is issued.
15. Conditions of Exercise. Each Option shall be subject to the
----------------------
requirement that, if at any time the Board or counsel for the Company shall
determine, in its reasonable discretion, that the listing, registration or
qualification of the shares subject to such Option upon any securities exchange
or under any state or federal law, or the consent or approval of any
governmental body, is necessary or desirable, as a condition of, or in
connection with, the granting of such Option or the issuance or purchase of
shares thereunder, no such Option may be exercised in whole or in part unless
such listing, registration, qualification, consent or approval shall have been
effected or obtained free of any conditions not acceptable to the Board and
counsel for the Company. The Company's obligation to issue shares upon the
exercise of an Option shall in any case be subject to the Company's being
satisfied that the shares purchased are being purchased for investment and not
with a view to the distribution thereof, if at the time of such exercise a
resale of such shares would otherwise violate the Securities Act of 1933, as
amended, or any applicable law, regulation or rule of any governmental body.
16. Term and Amendment of Plan. This Plan was adopted by the Board on
--------------------------
September 18, 1986, subject to approval of the Plan by the holders of a majority
of the outstanding shares of Common Stock of the Company on or before September
17, 1987. The Plan shall expire on September 17, 1996 (except as to Options
outstanding on that date). Subject to the provisions of paragraph 5 above,
Options and Awards may be granted under the Plan, and Purchases may be
authorized by the Committee, prior to the date of stockholder approval of the
Plan. If the approval of Stockholders is not obtained prior to September 18,
1987, any Purchases or grants of Options or Awards under the Plan made prior to
that date will be rescinded. The Board may terminate or amend the Plan in any
respect at any time, except that, without the approval of such Stockholders
obtained within 12 months before or after the Board adopts a resolution
authorizing any of the following actions: (a) the total number of shares that
may be issued under the Plan may not be increased (except by adjustment pursuant
to paragraph 13); (b) the provisions of paragraph 3 regarding eligibility for
grants of ISOs may not be modified; (c) the provisions of paragraph 6 regarding
the exercise price at which shares may be offered pursuant to ISOs may not be
modified (except by adjustment pursuant to paragraph 13); and (d) the expiration
date of the Plan may
<PAGE>
not be extended. Except as provided in the fourth sentence of this paragraph 16,
in no event may action of the Board or Stockholders alter or impair the rights
of an optionee, purchaser or Award recipient under any Option, Purchase or Award
previously granted to or made by him, without his consent.
17. Conversion of ISOs into Non-Qualified Options; Termination of ISOs.
------------------------------------------------------------------
The Board, at the written request of any optionee, may in its sole discretion
take such actions as may be necessary to convert such optionee's ISOs (or any
installments or portions of installments thereof) that have not been exercised
on the date of conversion into Non-Qualified Options at any time prior to the
expiration of such ISOs, regardless of whether the optionee is an employee of
the Company or a Related Corporation at the time of such conversion. Such
actions may include, but not be limited to, extending the exercise period or
reducing the exercise price of the appropriate installments of such Options. At
the time of such conversion, the Board (with the consent of the Optionee) may
impose such conditions on the exercise of the resulting Non-Qualified Options as
the Board in its discretion may determine, provided that such conditions shall
not be inconsistent with this Plan. Nothing in the Plan shall be deemed to give
any optionee the right to have such optionee's ISOs converted into Non-Qualified
Options, and no such conversion shall occur until and unless the Board takes
appropriate action. The Committee, with the consent of the optionee, may also
terminate any portion of any ISO that has not been exercised at the time of such
termination.
18. Application Of Funds. The proceeds received by the Company from
--------------------
the sale of shares pursuant to Options granted and Purchases authorized under
the Plan shall be used for general corporate purposes.
19. Governmental Regulation. The Company's obligation to sell and
-----------------------
deliver shares of the Common Stock under this Plan is subject to the approval of
any governmental authority required in connection with the authorization,
issuance or sale of such shares.
20. Withholding of Additional Income Taxes. The Company, in accordance
--------------------------------------
with Section 3402(a) of the Code, may, upon exercise of a Non-Qualified Option,
the grant of an Award, the making of a Purchase of Common Stock for less than
its fair market value, or the making of a Disqualifying Disposition (as defined
in paragraph 21) require the optionee exercising such option, Award recipient or
purchaser to pay additional withholding taxes in respect of the amount that is
considered compensation includible in such person's gross income.
21. Notice to Company of Disqualifying Disposition. Each employee who
----------------------------------------------
receives ISOs shall agree to notify the Company in writing immediately after the
employee makes a disqualifying disposition of any Common Stock received pursuant
to the exercise of an ISO (a "Disqualifying Disposition"). Disqualifying
Disposition means any disposition (including any sale) of such stock before the
later of (a) two years after the employee was granted the ISO under which he
acquired such stock, or (b) one year after the employee acquired such stock by
exercising such ISO. If the Employee has died before such stock is sold, these
holding period requirements do not apply and no Disqualifying Disposition will
thereafter occur.
22. Governing Laws; Construction. The validity and construction of the
----------------------------
Plan and the instruments evidencing Options, Awards and Purchases shall be
governed by the laws of the State of Delaware. In construing this Plan, the
singular shall include the plural and the masculine gender shall include the
feminine and neuter, unless the context otherwise requires.
<PAGE>
EXHIBIT 5.1
June 27, 1996
Davox Corporation
6 Technology Park Drive
Westford, MA 01886
RE: Registration Statement on Form S-8
Relating to the 1986 Stock Plan of Davox
Corporation, (hereinafter the "Plan")
-------------------------------------
Ladies and Gentlemen:
Reference is made to the above-captioned Registration Statement on Form S-8
(the "Registration Statement") filed by Davox Corporation (the "Company") on the
date hereof with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, relating to an aggregate of 350,000 shares of Common Stock,
$.10 par value, of the Company issued or issuable pursuant to the Plan (the
"Shares").
We have examined, and are familiar with, and have relied as to factual
matters solely upon, copies of the plan, the Certificate of Incorporation and
By-laws of the Company, the minute books and stock records of the Company and
originals of such other documents, certificates and proceedings as we have
deemed necessary for the purpose of rendering this opinion.
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and, when issued and sold in accordance with the Plan will be
validly issued, fully paid and nonassessable.
We hereby consent to filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
TESTA, HURWITZ & THIBEAULT, LLP
<PAGE>
Exhibit 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated January 22, 1996
included in Davox Corporation's Form 10-K for the year ended December 31, 1995
and to all references to our Firm included in this registration statement.
ARTHUR ANDERSEN LLP
Boston, Massachusetts
June 26, 1996
