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As filed with the Securities and Exchange Commission on July 28, 2000
Registration No. 333-
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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)
____________________
Davox Corporation 1991 Employee Stock Purchase Plan
Davox Corporation 1996 Stock Plan
Davox Corporation 2000 Stock Option Plan
(Full Title of the Plan)
____________________
Alphonse M. Lucchese
Chairman, President and Chief Executive Officer
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)
______________________________
Copy to:
Timothy C. Maguire, Esq.
Testa, Hurwitz & Thibeault, LLP
High Street Tower
125 High Street
Boston, Massachusetts 02110
(617) 248-7000
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Calculation Of Registration Fee
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Title of Securities to be Amount to be Offering Price Aggregate Amount of
-----
Registered Registered Per Share Offering Price Registration Fee
---------- ---------- --------- -------------- ----------------
<S> <C> <C> <C> <C>
Davox Corporation 1991 Employee Stock Purchase Plan
Options Reserved for Grant
--------------------------
Common Stock, $.10 par value/(1)/ 300,000 $10.94 $ 3,282,000 $ 867
Davox Corporation 1996 Stock Plan, as amended
Options Reserved for Grant
--------------------------
Common Stock, $.10 par value/(1)/ 650,000 $10.94 $ 7,111,000 $1,878
Davox Corporation 2000 Stock Option Plan
Options Reserved for Grant
--------------------------
Common Stock, $.10 par value/(1)/ 1,500,000 $10.94 $16,410,000 $4,333
</TABLE>
(1) Such shares are not subject to outstanding options. The exercise price
of such options shall be determined at the time of grant. Accordingly, pursuant
to Rule 457(h)(1), the price of $10.94 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 July 24, 2000, is set forth solely for purposes of calculating
the filing fee.
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This Registration Statement serves to register (i) additional securities
reserved for issuance under the Davox Corporation 1991 Employee Stock Purchase
Plan and the Davox Corporation 1996 Stock Plan and (ii) securities reserved for
issuance under the recently adopted Davox Corporation 2000 Stock Option Plan.
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, 1999, filed pursuant to the Exchange Act which contains
audited financial statements for the fiscal year ended December 31, 1999.
(b) The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 2000, filed pursuant to the Exchange Act.
(c) 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
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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.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
Exhibit No. Description of Exhibit
----------- ----------------------
4.1 Restated Certificate of Incorporation of the Registrant, as
amended (filed as Exhibit 3.01 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1997, as
amended, and incorporated herein by reference)
4.2 By-laws of the Registrant, as amended (filed as Exhibit 3.02 to
the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997, as amended, and incorporated herein by
reference)
4.3 Davox Corporation 1991 Employee Stock Purchase Plan
4.4 Davox Corporation 1996 Stock Plan, as amended
4.5 Davox Corporation 2000 Stock Option Plan
5.1 Opinion of Testa, Hurwitz & Thibeault, LLP
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Ernst & Young LLP
23.3 Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit
5.1)
24.1 Power of Attorney (included as part of the signature page of this
Registration Statement)
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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.
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(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.
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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, State of Massachusetts, on the 28/th/ day
of July, 2000.
DAVOX CORPORATION
By: /s/ Alphonse M. Lucchese
---------------------------------
Alphonse M. Lucchese
Chairman, President and Chief Executive Officer
POWER OF ATTORNEY AND SIGNATURES
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 has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title(s) Date
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/s/ Alphonse M. Lucchese Chairman, President and July 28, 2000
-------------------------------
Alphonse M. Lucchese Chief Executive Officer
/s/ Michael J. Provenzano III Vice President of Finance July 28, 2000
-------------------------------
Michael J. Provenzano III and Chief Financial Officer
/s/ Michael D. Kaufman
------------------------------- Director July 28, 2000
Michael D. Kaufman
/s/ R. Scott Asen
------------------------------- Director July 28, 2000
R. Scott Asen
/s/ Peter Gyenes
------------------------------- Director July 28, 2000
Peter Gyenes
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EXHIBIT INDEX
Exhibit No. Description
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4.1 Restated Certificate of Incorporation of the Registrant, as
amended (filed as Exhibit 3.01 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1997, as
amended, and incorporated herein by reference)
4.2 By-laws of the Registrant, as amended (filed as Exhibit 3.02 to
the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997, as amended, and incorporated herein by
reference)
4.3 Davox Corporation 1991 Employee Stock Purchase Plan
4.4 Davox Corporation 1996 Stock Plan, as amended
4.5 Davox Corporation 2000 Stock Option Plan
5.1 Opinion of Testa, Hurwitz & Thibeault, LLP
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Ernst & Young LLP
23.3 Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit
5.1)
24.1 Power of Attorney (included as part of the signature page of this
Registration Statement)
