<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 13, 1998
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
Incorporation or Organization) Identification No.)
6 TECHNOLOGY PARK DRIVE
WESTFORD, MASSACHUSETTS 01886
(Address of Principal Executive Offices) (Zip Code)
____________________
ANSWERSOFT, INC. 1994 STOCK PLAN
(Full Title of the Plan)
--------------------
ALPHONSE M. LUCCHESE
DAVOX CORPORATION
6 TECHNOLOGY PARK DRIVE
WESTFORD, MASSACHUSETTS 01886
(Name and Address of Agent For Service)
(978) 952-0200
(Telephone Number, Including Area Code, of Agent For Service)
______________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF SECURITIES TO AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
BE REGISTERED REGISTERED PER SHARE OFFERING PRICE REGISTRATION FEE
------------- ---------- --------- -------------- ----------------
<S> <C> <C> <C> <C>
Common Stock,$.10 par value 103,742 shares $ 0.77 (1) $ 79,881.34 $23.57 (2)
Common Stock, $.10 par value 129,346 shares $ 2.01 (1) $259,985.46 $76.70 (2)
Common Stock, $.10 par value 4,677 shares $34.12 (1) $159,579.24 $47.08 (2)
</TABLE>
(1) Such shares are issuable upon exercise of outstanding options with fixed
exercise prices. Pursuant to Rule 457(h), the aggregate offering price and
the fee have been computed upon the basis of the price at which the options
may be exercised. The offering price per share set forth for such shares is
the exercise price per share at which such options are exercisable.
(2) Calculated pursuant to Section 6(b) of the Securities Act of 1933.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
The documents containing the information specified in this Item 1 will be
sent or given to employees, directors and others as specified by Rule 428(b)(1).
In accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission") and the instructions to Form S-8, such documents
are not being filed with the Commission either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
The documents containing the information specified in this Item 2 will be
sent or given to employees, directors or others as specified by Rule 428(b)(1).
In accordance with the rules and regulations of the Commission and the
instructions to Form S-8, such documents are not being filed with the Commission
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant with the Commission
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act")
are incorporated in this Registration Statement by reference as of their
respective dates:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997, filed pursuant to the Exchange Act.
(b) Amendment No. 1 to the Registrant's Annual Report on Form 10-K/A for
fiscal year ended December 31, 1997, filed on April 13, 1998 pursuant to
the Exchange Act.
(c) The Registrant's Current Report on Form 8-K dated March 9, 1998, filed
on March 17, 1998 pursuant to the Exchange Act.
(d) The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 1998, filed pursuant to the Exchange Act.
(e) The Registrant's Current Report on Form 8-K dated May 6, 1998, filed on
May 8, 1998 pursuant to the Exchange Act.
(f) Amendment No. 1 to the Registrant's Current Report on Form 8-K/A dated
May 6, 1998, filed May 11, 1998 pursuant to the Exchange Act.
2
<PAGE>
(g) Description of Capital Stock contained in the Registrant's Restated
Certificate of Incorporation, as amended, filed as Exhibit 3.1 to the
Registrant's Annual Report on Form 10-K for the fiscal year ended December
31, 1997.
All documents subsequently filed with the Commission by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered herein have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Delaware General Corporation Law and the Registrant's charter and by-
laws provide for indemnification of the Registrant's directors and officers for
liabilities and expenses that they may incur in such capacities. In general,
directors and officers are indemnified with respect to actions taken in good
faith in a manner reasonably believed to be in, or not opposed to, the best
interests of the Registrant, and with respect to any criminal action or
proceeding, actions that the indemnitee had no reasonable cause to believe were
unlawful. Reference is made to the Registrant's charter and by-laws filed as
Exhibits 3.01 and 3.02 to the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1997, as amended.
THE REGISTRANT MAINTAINS DIRECTORS AND OFFICERS LIABILITY INSURANCE FOR THE
BENEFIT OF ITS DIRECTORS AND CERTAIN OF ITS OFFICERS.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit No. Description of Exhibit
- ----------- ----------------------
4.1 AnswerSoft, Inc. 1994 Stock Plan
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 (found on Page 6 of this Registration Statement)
3
<PAGE>
ITEM 9. UNDERTAKINGS.
(a) 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, represent 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 end 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 a 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.
(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.
4
<PAGE>
(b) 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 Section 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions,
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.
5
<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 the 12th
day of May, 1998.
DAVOX CORPORATION
By: /s/ Alphonse M. Lucchese
------------------------
Alphonse M. Lucchese
Chief Executive Officer
and Chairman
POWER OF ATTORNEY AND SIGNATURES
EACH PERSON WHOSE SIGNATURE appears below this Registration Statement hereby
constitutes and appoints Alphonse M. Lucchese and John C. Connolly 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 has been signed below by the following persons in the capacities and
on the dates indicated.
<TABLE>
<CAPTION>
Signature Title(s) Date
--------- -------- ----
<S> <C> <C>
/s/ Alphonse M. Lucchese Chief Executive Officer May 12, 1998
- --------------------------- and Chairman
Alphonse M. Lucchese
/s/ John J. Connolly Vice President Finance and May 12, 1998
- --------------------------- Chief Financial Officer
John J. Connolly
/s/ Michael D. Kaufman Director May 12, 1998
- ---------------------------
Michael D. Kaufman
/s/ Walter J. Levison Director May 12, 1998
- ---------------------------
Walter J. Levison
/s/ R. Scott Asen Director May 12, 1998
- ---------------------------
R. Scott Asen
</TABLE>
6
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
4.1 AnswerSoft, Inc. 1994 Stock Plan
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 (found on Page 6 of this Registration Statement)
<PAGE>
EXHIBIT 4.1
ANSWERSOFT, INC.
1994 STOCK PLAN
1. Purposes of the Plan. The purposes of this Stock Plan are to attract and
--------------------
retain the best available personnel for positions of substantial
responsibility, to provide additional incentive to Employees and Consultants
of the Company and its Subsidiaries and to promote the success of the
Company's business. Options granted under the Plan may be incentive stock
options (as defined under Section 422 of the Code) or non-statutory stock
options, as determined by the Administrator at the time of grant of an
option and subject to the applicable provisions of Section 422 of the Code,
as amended, and the regulations promulgated thereunder. Stock purchase
rights may also be granted under the Plan.
2. Definitions. As used herein, the following definitions shall apply:
-----------
(a) "Administrator" means the Board or any of its Committees appointed
-------------
pursuant to Section 4 of the Plan.
(b) "Board" means the Board of Directors of the Company.
-----
(c) "Code" means the Internal Revenue Code of 1986, as amended.
----
(d) "Committee" means the Committee appointed by the Board of Directors in
---------
accordance with paragraph (a) of Section 4 of the Plan.
(e) "Common Stock" means the Common Stock of the Company.
------------
(f) "Company" means AnswerSoft, Inc., a Delaware corporation.
-------
(g) "Consultant" means any person, including an advisor, who is engaged by
----------
the Company or any Parent or Subsidiary to render services and is
compensated for such services, and any director of the Company whether
compensated for such services or not provided that if and in the event
the Company registers any class of any equity security pursuant to the
Exchange Act, the term Consultant shall thereafter not include
directors who are not compensated for their services or are paid only a
director's fee by the Company.
(h) "Continuous Status as an Employee" means the absence of any
--------------------------------
interruption or termination of the employment relationship by the
Company or any Subsidiary. Continuous Status as an Employee shall not
be considered interrupted in the case of: (i) sick leave; (ii)
military leave; (iii) any other leave of absence approved by the
Administrator, provided that such leave is for a period of not more
than ninety (90) days, unless reemployment upon the expiration of such
leave is guaranteed by contract or statute, or unless provided
otherwise pursuant to Company policy adopted from time to time; or
(iv) in the case of transfers between locations of the Company or
between the Company, its Subsidiaries or its successor.
<PAGE>
(i) "Employee" means any person, including officers and directors,
--------
employed by the Company or any Parent or Subsidiary of the Company.
The payment of a director's fee by the Company shall not be sufficient
to constitute "employment" by the Company.
(j) "Exchange Act" means the Securities Exchange act of 1934, as amended.
------------
(k) "Fair Market Value" means, as of any date, the value of Common Stock
-----------------
determined as follows:
(i) If the Common Stock is listed on any established stock exchange
or a national market system including without limitation the
National Market system of the National Association of Securities
Dealers, Inc. Automated Quotation ("NASDAQ") System, its Fair
Market Value shall be the closing sales price for such stock (or
the closing bid, if no sales were reported, as quoted on such
exchange or system for the last market trading day prior to the
time of determination) as reported in The Wall Street Journal or
such other source as the Administrator deems reliable;
(ii) If the Common Stock is quoted on the NASDAQ System (but not on
the National Market System thereof) or regularly quoted by a
recognized securities dealer but selling prices are not reported,
its Fair market Value shall be the mean between the high bid and
low asked prices for the Common Stock or;
(iii) In the absence of an established market for the Common Stock, the
Fair Market Value thereof shall be determined in good faith by
the Administrator.
(l) "Incentive Stock Option" means an Option intended to qualify as an
----------------------
incentive stock option within the meaning of Section 422 of the Code.
(m) "Nonstatutory Stock Option" means an Option not intended to qualify as
-------------------------
an Incentive Stock Option.
(n) "Option" means a stock option granted pursuant to the Plan.
------
(o) "Optioned Stock" means the Common Stock subject to an Option or a Stock
--------------
Purchase Right.
(p) "Optionee" means an Employee or Consultant who receives an Option or
--------
Stock Purchase Right.
(q) "Parent" means a "parent corporation", whether nor or hereafter
------
existing, as defined in Section 424(e) of the Code.
(r) "Plan" means this 1994 Stock Plan.
----
-2-
<PAGE>
(s) "Restricted Stock" means shares of Common Stock acquired pursuant to a
----------------
grant of a Stock Purchase Right under Section 11 below.
(t) "Share" means a share of the Common Stock, as adjusted in accordance
-----
with Section 13 below.
(u) "Stock Purchase Right" means the right to purchase Common Stock
--------------------
pursuant to Section 11 below.
(v) "Subsidiary" means a "subsidiary corporation", whether now or
----------
hereafter existing, as defined in Section 424(f) of the Code.
3. Stock Subject to the Plan. Subject to the provisions of Section 13 of the
-------------------------
Plan, the maximum aggregate number of shares which may be optioned and sold
under the Plan is 2,600,000 shares of Common Stock. The shares may be
authorized, but unissued, or reacquired Common Stock.
If an Option should expire or become unexercisable for any reason
without having been exercised in full, the unpurchased Shares which were subject
thereto shall, unless the Plan shall have been terminated, become available for
future grant under the Plan.
4. Administration of the Plan.
--------------------------
(a) Procedure.
---------
(i) Administration With Respect to Directors and Officers. With
-----------------------------------------------------
respect to grants of Options or Stock Purchase Rights to
Employees who are also officers or directors of the Company, the
Plan shall be administered by (A) the Board if the Board may
administer the Plan in compliance with Rule 16b-3 promulgated
under the Exchange Act or any successor thereto ("Rule 16b-3")
with respect to a plan intended to qualify thereunder as a
discretionary plan, or (B) a committee designated by the Board to
administer the Plan, which committee shall be constituted in such
a manner as to permit the Plan to comply with Rule 16b-3 with
respect to a plan intended to qualify thereunder as a
discretionary plan. Once appointed, such Committee shall continue
to serve in its designated capacity until otherwise directed by
the Board. 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, and remove
all members of the Committee and thereafter directly administer
the Plan, all to the extent permitted by Rule 16b-3 with respect
to a plan intended to qualify thereunder as a discretionary plan.
(ii) Multiple Administrative Bodies. If permitted by Rule 16b-3, the
------------------------------
Plan may be administered by different bodies with respect to
directors, non-director officers and Employees who are neither
directors nor officers.
-3-
<PAGE>
(iii) Administration With Respect to Consultants and Other Employees.
--------------------------------------------------------------
With respect to grants of Options or Stock Purchase Rights to
Employees or Consultants who are neither directors nor officers
of the Company, the Plan shall be administered by (A) the Board
or (B) a committee designated by the Board, which committee shall
be constituted in such a manner as to satisfy the legal
requirements relating to the administration of incentive stock
option plans, if any, of California corporate and securities
laws, of the Code, and of any applicable stock exchange (the
"Applicable Laws"). Once appointed, such Committee shall continue
to serve in its designated capacity until otherwise directed by
the Board. 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, and remove
all members of the Committee and thereafter directly administer
the Plan, all to the extent permitted by the Applicable Laws.
(b) Powers of the Administrator. Subject to the provisions of the Plan and
---------------------------
in the case of a Committee, the specific duties delegated by the Board
to such Committee, and subject to the approval of any relevant
authorities, including the approval, if required, of any stock exchange
upon which the Common Stock is listed, the Administrator shall have the
authority, in its discretion:
(i) to determine the Fair Market Value of the Common Stock, in
accordance with Section 2(k) of the Plan;
(ii) to select the Consultants and Employees to whom Options and
Stock Purchase Rights may from time to time be granted
hereunder;
(iii) to determine whether and to what extent Options and Stock
Purchase Rights or any combination thereof are granted
hereunder;
(iv) to determine the number of shares of Common Stock to be covered
by each such award granted hereunder;
(v) to approve forms of agreement for use under the Plan;
(vi) to determine the terms and conditions, not inconsistent with the
terms of the Plan, of any award granted hereunder;
(vii) to determine whether and under what circumstances an Option may
be settled in cash under subsection 9(f) instead of Common
Stock;
(viii) to reduce the exercise price of any Option to the then current
Fair Market Value if the Fair Market Value of the Common Stock
covered by such Option shall have declined since the date the
Option was granted; and
-4-
<PAGE>
(ix) to determine the terms and restrictions applicable to Stock
Purchase Rights and the Restricted Stock purchased by exercising
such Stock Purchase Rights.
(c) Effect of Administrator's Decision. All decisions, determinations and
----------------------------------
interpretations of the Administrator shall be final and binding on all
Optionees and any other holders of any Options or Stock Purchase Rights.
5. Eligibility.
-----------
(a) Nonstatutory Stock Options and Stock Purchase Rights may be granted to
Employees and Consultants. Incentive Stock Options may be granted only
to Employees. An Employee or Consultant who has been granted an Option
or Stock Purchase Right may, if he is otherwise eligible, be granted
additional Options or Stock Purchase Rights.
(b) Each Option shall be designated in the written option agreement as
either an Incentive Stock Option or a Nonstatutory Stock Option.
However, notwithstanding such designations, to the extent that the
aggregate Fair Market Value of the Shares with respect to which Options
designated as Incentive Stock Options are exercisable for the first time
by any Optionee during any calendar year (under all plans of the Company
or any Parent or Subsidiary) exceeds $100,000, such excess Options shall
be treated as Nonstatutory Stock Options.
(c) For purposes of Section 5(b), Incentive Stock Options shall be taken
into account in the order in which they were granted, and the Fair
Market Value of the Shares shall be determined as of the time the Option
with respect to such Shares is granted.
(d) The Plan shall not confer upon any Optionee any right with respect to
continuation of employment or consulting relationship with the Company,
nor shall it interfere in any way with his or her right or the Company's
right to terminate his or her employment or consulting relationship at
any time, with or without cause.
6. Term of Plan. The Plan shall become effective upon the earlier to occur of
------------
its adoption by the Board of Directors or its approval by the shareholders of
the Company as described in Section 19 of the Plan. It shall continue in
effect for a term of ten (10) years unless sooner terminated under Section 15
of the Plan.
7. Term of Option. The term of each Option shall be the term stated in the
--------------
Option Agreement; provided, however, that the term shall be no more than ten
(10) years from the date of grant thereof. However, in the case of an Option
granted to an Optionee who, at the time the Option is granted, owns stock
representing more than ten percent (10%) of the voting power of all classes
of stock of the Company or any Parent or Subsidiary, the term of the Option
shall be five (5) years from the date of grant thereof or such shorter term
as may be provided in the Option Agreement.
-5-
<PAGE>
8. Option Exercise Price and Consideration.
---------------------------------------
(a) The per share exercise price for the Shares to be issued pursuant to
exercise of an Option shall be such price as is determined by the
Board, but shall be subject to the following:
(i) In the case of an Incentive Stock Option
(A) granted to an Employee who, at the time of the grant of such
Incentive Stock Option, owns stock representing more than
ten percent (10%) of the voting power of all classes of
stock of the Company or any Parent or Subsidiary, the per
Share exercise price shall be no less than 110% of the Fair
Market Value per Share on the date of grant.
(B) granted to any Employee, the per Share exercise price shall
be no less than 100% of the Fair Market Value per Share on
the date of grant.
(ii) In the case of a Nonstatutory Stock Option
(A) granted to a person who, at the time of the grant of such
Option, owns stock representing more than ten percent (10%)
of the voting power of all classes of stock of the Company
or any Parent or Subsidiary, the per Share exercise price
shall be no less than 110% of the Fair Market Value per
Share on the date of the grant.
(B) granted to any person, the per Share exercise price shall be
no less than 85% of the Fair Market Value per Share on the
date of grant.
(b) The consideration to be paid for the Shares to be issued upon exercise
of an Option, including the method of payment, shall be determined by
the Administrator (and, in the case of an Incentive Stock Option, shall
be determined at the time of grant) and may consist entirely of (1)
cash, (2) check, (3) promissory note, (4) other Shares which (x) in the
case of Shares acquired upon exercise of an Option either have been
owned by the Optionee for more than six months on the date of surrender
or were not acquired, directly or indirectly, from the Company, and (y)
have a Fair Market Value on the date of surrender equal to the
aggregate exercise price of the Shares as to which said Option shall be
exercised, (5) authorization from the Company to retain from the total
number of Shares as to which the Option is exercised that number of
Shares having a Fair Market Value on the date of exercise equal to the
exercise price for the total number of Shares as to which the Option is
exercised, (6) delivery of a properly executed exercise notice together
with such other documentation as the Administrator and the broker, if
applicable, shall require to effect an exercise of the Option and
delivery to the Company of the sale or loan proceeds required to pay
the exercise price, (7) by delivering an irrevocable subscription
agreement for the Shares which irrevocably obligates the option holder
to take and pay for the Shares not more than twelve months after the
date of delivery of the subscription agreement, (8) any combination of
the foregoing methods of payment, (9) or such other consideration
-6-
<PAGE>
and method of payment for the issuance of Shares to the extent
permitted under Applicable Laws. In making its determination as to the
type of consideration to accept, the Board shall consider if acceptance
of such consideration may be reasonably expected to benefit the
Company.
9. Exercise of Option.
------------------
(a) Procedure for Exercise; Rights as a Shareholder. Any Option granted
-----------------------------------------------
hereunder shall be exercisable at such times and under such conditions
as determined by the Board, including performance criteria with respect
to the Company and/or the Optionee, and as shall be permissible under
the terms of the Plan.
An Option may not be exercised for a fraction of a Share.
An Option shall be deemed to be exercised when written notice of such
exercise has been given to the Company in accordance with the terms of
the Option by the person entitled to exercise the Option and full
payment for the Shares with respect to which the Option is exercised
has been received by the Company. Full payment may, as authorized by
the Board, consist of any consideration and method of payment allowable
under Section 8(b) of the Plan. Until the issuance (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company) of the stock certificate evidencing such
Shares, no right to vote or receive dividends or any other rights as a
shareholder shall exist with respect to the Optioned Stock,
notwithstanding the exercise of the Option. The Company shall issue (or
cause to be issued) such stock certificate promptly upon exercise of
the Option. No adjustment will be made for a dividend or other right
for which the record date is prior to the date the stock certificate is
issued, except as provided in Section 13 of the Plan.
Exercise of an Option in any manner shall result in a decrease in the
number of Shares which thereafter may be available, both for purposes
of the Plan and for sale under the Option, by the number of Shares as
to which the Option is exercised.
(b) Termination of Employment. In the event of termination of an
-------------------------
Optionee's consulting relationship or Continuous Status as an Employee
with the Company (as the case may be), such Optionee may, but only
within thirty (30) days (or such other period of time as is determined
by the Board, with such determination in the case of an Incentive Stock
Option being made at the time of grant of the Option and not exceeding
three (3) months after the date of such termination but in no event
later than the expiration date of the term of such Option as set forth
in the Option Agreement), exercise his Option to the extent that
Optionee was entitled to exercise it at the date of such termination.
To the extent that Optionee was not entitled to exercise it at the date
of such termination, or if Optionee does not exercise such Option to
the extent so entitled within the time specified herein, the Option
shall terminate.
-7-
<PAGE>
(c) Disability of Optionee. Notwithstanding the provisions of Section 9(b)
----------------------
above, in the event of termination of an Optionee's consulting
relationship or Continuous Status as an Employee as a result of his
total and permanent disability (as defined in Section 22(e)(3) of the
Code), Optionee may, but only within six (6) months from the date of
such termination (but in no event later than the expiration date of the
term of such Option as set forth in the Option Agreement), exercise the
Option to the extent otherwise entitled to exercise it at the date of
such termination. To the extent that Optionee was not entitled to
exercise the Option at the date of termination, or if Optionee does not
exercise such Option to the extent so entitled within the time
specified herein, the Option shall terminate.
(d) Death of Optionee. In the event of the death of an Optionee, the
-----------------
Option may be exercised, at any time within six (6) months following
the date of death (but in no event later than the expiration date of
the term of such Option as set forth in the Option Agreement), by the
Optionee's estate or by a person who acquired the right to exercise the
Option by bequest or inheritance, but only to the extent the Optionee
was entitled to exercise the Option at the date of death. To the extent
that Optionee was not entitled to exercise the Option at the date of
termination, or if Optionee does not exercise such Option to the extent
so entitled within the time specified herein, the Option shall
terminate.
(e) Rule 16b-3. Options granted to persons subject to Section 16(b) of the
----------
Exchange Act must comply with Rule 16b-3 and shall contain such
additional conditions or restrictions as may be required thereunder to
qualify for the maximum exemption from Section 16 of the Exchange Act
with respect to Plan transactions.
(f) Buyout Provisions. The Administrator may at any time offer to buy out
-----------------
for a payment in cash or Shares, an Option previously granted, based on
such terms and conditions as the Administrator shall establish and
communicate to the Optionee at the time that such offer is made.
10. Non-Transferability of Options. The Option may not be sold, pledged,
------------------------------
assigned, hypothecated, transferred, or disposed of in any manner other than
by will or by the laws of descent or distribution and may be exercised,
during the lifetime of the Optionee, only by the Optionee.
11. Stock Purchase Rights.
---------------------
(a) Rights to Purchase. Stock Purchase Rights may be issued either alone,
------------------
in addition to, or in tandem with other awards granted under the Plan
and/or cash awards made outside of the Plan. After the Administrator
determines that it will offer Stock Purchase Rights under the Plan, it
shall advise the offeree in writing of the terms, conditions and
restrictions related to the offer, including the number of Shares that
such person shall be entitled to purchase, the price to be paid (which
price shall not be less than 85% of the Fair Market Value of the Shares
as of the date of the offer), and the time within which such person
must accept such offer, which shall in no event exceed thirty (30) days
from the date upon which the Administrator made the
-8-
<PAGE>
determination to grant the Stock Purchase Right. The offer shall be
accepted by execution of a Restricted Stock purchase agreement in the
form determined by the Administrator. Shares purchased pursuant to the
grant of a Stock Purchase Right shall be referred to herein as
"Restricted Stock."
(b) Repurchase Option. Unless the Administrator determines otherwise, the
-----------------
Restricted Stock purchase agreement shall grant the Company a
repurchase option exercisable upon the voluntary or involuntary
termination of the purchaser's employment with the Company for any
reason (including death or Disability). The purchase price for Shares
repurchased pursuant to the Restricted Stock purchase agreement shall
be the original price paid by the purchaser and may be paid by
cancellation of any indebtedness of the purchaser to the Company. The
repurchase option shall lapse at such rate as the Committee may
determine.
(c) Other Provisions. The Restricted Stock purchase agreement shall
----------------
contain such other terms, provisions and conditions not inconsistent
with the Plan as may be determined by the Administrator in its sole
discretion. In addition, the provisions of Restricted Stock purchase
agreements need not be the same with respect to each purchaser.
(d) Rights as a Shareholder. Once the Stock Purchase Right is exercised,
-----------------------
the purchaser shall have the rights equivalent to those of a
shareholder, and shall be a shareholder when his or her purchase is
entered upon the records of the duly authorized transfer agent of the
Company. No adjustment will be made for a dividend or other right for
which the record date is prior to the date the Stock Purchase Right is
exercised, except as provided in Section 13 of the Plan.
12. Stock Withholding to Satisfy Withholding Tax Obligations. At the discretion
--------------------------------------------------------
of the Administrator, Optionees may satisfy withholding obligations as
provided in this paragraph. When an Optionee incurs tax liability in
connection with an Option or Stock Purchase Right, which tax liability is
subject to tax withholding under applicable tax laws, and the Optionee is
obligated to pay the Company an amount required to be withheld under
applicable tax laws, the Optionee may satisfy the withholding tax obligation
by electing to have the Company withhold from the Shares to be issued upon
exercise of the Option, or the Shares to be issued in connection with the
Stock Purchase Right, if any, that number of Shares having a Fair Market
Value equal to the amount required to be withheld. The Fair Market Value of
the Shares to be withheld shall be determined on the date that the amount of
tax to be withheld is to be determined (the "Tax Date").
All elections by an Optionee to have Shares withheld for this purpose shall
be made in writing in a form acceptable to the Administrator and shall be
subject to the following restrictions:
(a) the election must be made on or prior to the applicable Tax Date;
(b) once made, the election shall be irrevocable as to the particular
Shares of the Option or Stock Purchase Right as to which the election
is made;
(c) all elections shall be subject to the consent or disapproval of the
Administrator;
-9-
<PAGE>
(d) if the Optionee is subject to Rule 16b-3, the election must comply
with the applicable provisions of Rule 16-3 and shall be subject to
such additional conditions or restrictions as may be required
thereunder to qualify for the maximum exemption from Section 16 of the
Exchange Act with respect to Plan transactions.
In the event the election to have Shares withheld is made by an Optionee
and the Tax Date is deferred under Section 83 of the Code because no
election is filed under Section 83(b) of the Code, the Optionee shall
receive the full number of Shares with respect to which the Option or Stock
Purchase Right is exercised but such Optionee shall be unconditionally
obligated to tender back to the Company the proper number of Shares on the
Tax Date.
13. Adjustments Upon Changes in Capitalization or Merger.
----------------------------------------------------
(a) Changes in Capitalization. Subject to any required action by the
-------------------------
shareholders of the Company, the number of shares of Common Stock
covered by each outstanding Option or Stock Purchase Right, and the
number of shares of Common Stock which have been authorized for
issuance under the Plan but as to which no Options or Stock Purchase
Rights have yet been granted or which have been returned to the Plan
upon cancellation or expiration of an Option or Stock Purchase Right,
as well as the price per share of Common Stock covered by each such
outstanding Option or Stock Purchase Right, shall be proportionately
adjusted for any increase or decrease in the number of issued shares
of Common Stock resulting from a stock split, reverse stock split,
stock dividend, combination or reclassification of the Common Stock,
or any other increase or decrease in the number of issued shares of
Common Stock effected without receipt of consideration by the Company;
provided, however, that conversion of any convertible securities of
the Company shall not be deemed to have been "effected without receipt
of consideration." Such adjustment shall be made by the Board, whose
determination in that respect shall be final, binding and conclusive.
Except as expressly provided herein, no issuance by the Company of
shares of stock of any class, or securities convertible into shares of
stock of any class, shall effect, and no adjustment by reason thereof
shall be made with respect to, the number or price of shares of Common
Stock subject to an Option or Stock Purchase Right.
(b) Dissolution or Liquidation. In the event of the proposed dissolution
--------------------------
or liquidation of the Company, the Board shall notify the Optionee at
least fifteen (15) days prior to such proposed action. To the extent
it has not been previously exercised, the Option or Stock Purchase
Right will terminate immediately prior to the consummation of such
proposed action.
(c) Merger or Sale. In the event the Company sells, conveys, or otherwise
--------------
disposes of or encumbers all or substantially all of its property or
business, or merger into or consolidates with any other corporation
(other than a wholly owned subsidiary corporation), or effects any
transaction or series of related transactions in which more than 50%
of the voting power of the Company is disposed of (a "Corporate
Transaction"), then, unless the option or stock purchase agreement
provides otherwise, the Option shall become fully exercisable and the
Company's repurchase option shall automatically lapse in its entirety
with respect to the Stock Purchase
-10-
<PAGE>
Right, and the Optionee or Stockholder shall acquire a vested right in
all of the Options or Stock Purchase Rights, respectively. In the
event of a merger of the Company with or into another corporation, the
Options or Stock Purchase Right shall be assumed or an equivalent
option or right shall be substituted by such successor corporation or
a parent or subsidiary of such successor corporation.
14. Time of Granting Options and Stock Purchase Rights. The date of grant of
--------------------------------------------------
an Option or Stock Purchase Right shall, for all purposes, be the date on
which the Administrator makes the determination granting such Option or
Stock Purchase Right, or such other date as is determined by the Board.
Notice of the determination shall be given to each Employee or Consultant
to whom an Option or Stock Purchase Right is so granted within a reasonable
time after the date of such grant.
15. Amendment and Termination of the Plan.
-------------------------------------
(a) Amendment and Termination. The Board may at any time amend, alter,
-------------------------
suspend or discontinue the Plan, but no amendment, alteration,
suspension or discontinuation shall be made which would impair the
rights of any Optionee under any grant theretofore made, without his
or her consent. In addition, to the extent necessary and desirable to
comply with Rule 16b-3 under the Exchange Act or with Section 422 of
the Code (or any other applicable law or regulation, including the
requirements of the NASD or an established stock exchange), the
Company shall obtain shareholder approval of any Plan amendment in
such a manner and to such a degree as required.
(b) Effect of Amendment or Termination. Any such amendment or termination
----------------------------------
of the Plan shall not affect Options already granted and such Options
shall remain in full force and effect as if this Plan had not been
amended or terminated, unless mutually agreed otherwise between the
Optionee and the Board, which agreement must be in writing and signed
by the Optionee and the Company.
16. Conditions Upon Issuance of Shares. Shares shall not be issued pursuant to
----------------------------------
the exercise of an Option unless the exercise of such Option and the
issuance and delivery of such Shares pursuant thereto shall comply with all
relevant provisions of law, including, without limitation, the Securities
Act of 1933, as amended, the Exchange Act, the rules and regulations
promulgated thereunder, and the requirements of any stock exchange upon
which the Shares may then be listed, and shall be further subject to the
approval of counsel for the Company with respect to such compliance.
As a condition to the exercise of an Option, the Company may require the
person exercising such Option to represent and warrant at the time of any
such exercise that the Shares are being purchased only for investment and
without any present intention to sell or distribute such Shares if, in the
opinion of counsel for the Company, such a representation is required by
any of the aforementioned relevant provisions of law.
17. Reservation of Shares. The Company, during the term of this Plan, will at
---------------------
all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.
-11-
<PAGE>
The inability of the Company to obtain authority from any regulatory body
having jurisdiction, which authority is deemed by the Company's counsel to
be necessary to the lawful issuance and sale of any Shares hereunder, shall
relieve the Company of any liability in respect of the failure to issue or
sell such Shares as to which such requisite authority shall be have been
obtained.
18. Agreements. Options and Stock Purchase Rights shall be evidenced by
----------
written agreements in such form as the Board shall approve from time to
time.
19. Shareholder Approval. Continuance of the Plan shall be subject to approval
--------------------
by the shareholders of the Company within twelve (12) months before or
after the date the Plan is adopted. Such shareholder approval shall be
obtained in the degree and manner required under applicable state and
federal law and the rules of any stock exchange upon which the Common Stock
is listed.
20. Information to Optionees and Purchasers. The Company shall provide to each
---------------------------------------
Optionee and to each individual who acquired Shares pursuant to the Plan,
during the period such Optionee or purchaser has one or more Options or
Stock Purchase Rights outstanding, and, in the case of an individual who
acquired Shares pursuant to the Plan, during the period such individual
owns such Shares, copies of all annual reports and other information which
are provided to all shareholders of the Company. The Company shall not be
required to provide such information if the issuance of Options or Stock
Purchase Rights under the Plan is limited to key employees whose duties in
connection with the Company assure their access to equivalent information.
-12-
<PAGE>
EXHIBIT 5.1
May 12, 1998
Davox Corporation
6 Technology Park Drive
Westford, Massachusetts 01886
Re: Registration Statement on Form S-8 Relating to the
AnswerSoft, Inc. 1994 Stock Plan (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") with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended, relating to an aggregate of 237,765 shares of Common Stock, $.10 par
value, of the Company (the "Shares").
We are counsel to the Company and are familiar with the proceedings of its
stockholders and Board of Directors. We have examined original or certified
copies of the Company's certificate of incorporation, as amended, the Company's
by-laws, as amended, the corporate records of the Company to the date hereof,
and such other certificates, documents, records and materials as we have deemed
necessary in connection with this opinion letter.
We are members only of the Bar of the Commonwealth of Massachusetts and are
not experts in, and express no opinion regarding, the laws of any jurisdiction
other than the Commonwealth of Massachusetts and the United States of America,
and the General Corporation Law of the State of Delaware.
Based upon and subject to the foregoing, we are of the opinion that the
Shares issued or proposed to be issued by the Company pursuant to the Plan will
be, upon receipt of the consideration provided for in the Plan, validly issued,
fully paid and nonassessable after issuance of such Shares in accordance with
the terms of the Plan.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
TESTA, HURWITZ & THIBEAULT, LLP
<PAGE>
EXHIBIT 23.1
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 26, 1998
included in Davox Corporation's Form 10-K for the year ended December 31, 1997
and to all references to our Firm included in this registration statement
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Boston, Massachusetts
May 12, 1998
