<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
SUBJECT TO COMPLETION, DATED FEBRUARY 23, 1996
PROSPECTUS
1,377,401 SHARES
[LOGO]
COMMON STOCK
All of the shares of Common Stock offered hereby are being sold by certain
stockholders (the "Selling Stockholders") of Brite Voice Systems, Inc. (the
"Company"). See "Principal and Selling Stockholders." The Company will not
receive any proceeds from the sale of the shares by the Selling Stockholders.
The Company's Common Stock is quoted on the Nasdaq National Market under the
symbol "BVSI." The last sale price for the Common Stock on February 22, 1996, as
reported by the Nasdaq National Market, was $15.125 per share. See "Price Range
of Common Stock and Dividend Policy."
SEE "RISK FACTORS" ON PAGE 4 FOR A DISCUSSION OF CERTAIN MATTERS THAT SHOULD
BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED HEREBY.
---------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
PROCEEDS TO
PRICE TO UNDERWRITING SELLING
PUBLIC DISCOUNT (1) STOCKHOLDERS (2)
<S> <C> <C> <C>
Per Share......................... $ $ $
Total (3)......................... $ $ $
</TABLE>
(1) See "Underwriting" for indemnification arrangements with the Underwriter.
(2) Before deducting expenses payable by certain Selling Stockholders, estimated
at $120,000.
(3) The Company has granted the Underwriter a 30-day option to purchase up to
206,610 shares, solely to cover over-allotments, if any. See "Underwriting."
If all such shares are purchased, the total Price to Public and Underwriting
Discount will be $ and $ , respectively, and the proceeds to
the Company will be $ .
The shares of Common Stock are offered by the Underwriter when, as and if
delivered to and accepted by it and subject to its right to reject orders in
whole or in part. It is expected that delivery of the certificates for the
Common Stock will be made on or about , 1996.
WILLIAM BLAIR & COMPANY
THE DATE OF THIS PROSPECTUS IS , 1996
<PAGE>
AVAILABLE INFORMATION
Brite Voice Systems, Inc. (together with its subsidiaries as the context
indicates, the "Company"), is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules
and regulations promulgated thereunder, and, in accordance therewith, files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements and other
information filed by the Company may be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's regional
offices at 500 West Madison Street, Chicago, Illinois 60661, and Seven World
Trade Center, New York, New York 10048. Copies of such material can be obtained
from the Public Reference Section of the Commission at Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.
Additional information regarding the Company and the shares offered hereby
is contained in a Registration Statement on Form S-3 and the exhibits thereto
filed by the Company with the Commission under the Securities Act of 1933, as
amended (the "Securities Act"). For further information pertaining to the
Company and the shares of Common Stock, reference is made to the Registration
Statement and the exhibits thereto, which may be inspected without charge at,
and copies thereof may be obtained at prescribed rates from, the office of the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1995, as filed by the Company with the Commission, is incorporated in this
Prospectus by reference. All documents filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus
and prior to the completion of the offering of the shares offered hereby shall
be deemed to be incorporated by reference herein and to be a part hereof from
the date of the filing of such documents. Any statement contained herein or in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Prospectus.
THE COMPANY WILL PROVIDE A COPY OF ANY OR ALL DOCUMENTS THAT HAVE BEEN
INCORPORATED BY REFERENCE HEREIN BUT NOT DELIVERED HEREWITH (NOT INCLUDING
EXHIBITS TO THE INFORMATION THAT IS INCORPORATED BY REFERENCE HEREIN UNLESS SUCH
EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE INTO THE INFORMATION THAT
THIS PROSPECTUS INCORPORATES), WITHOUT CHARGE TO EACH PERSON TO WHOM THIS
PROSPECTUS IS DELIVERED, UPON WRITTEN OR ORAL REQUEST OF SUCH PERSON TO BRITE
VOICE SYSTEMS, INC., 7309 EAST 21ST STREET NORTH, WICHITA, KANSAS 67206,
TELEPHONE (316) 652-6500, ATTENTION SECRETARY.
------------------------
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK OF
THE COMPANY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
2
<PAGE>
PROSPECTUS SUMMARY
THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE MORE DETAILED
INFORMATION AND FINANCIAL STATEMENTS AND NOTES THERETO APPEARING ELSEWHERE OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS. UNLESS OTHERWISE INDICATED, ALL
INFORMATION IN THIS PROSPECTUS ASSUMES NO EXERCISE OF THE UNDERWRITER'S
OVER-ALLOTMENT OPTION.
THE COMPANY
The Company designs, integrates, assembles, markets and supports voice
processing systems and services which incorporate voice response, voice
recognition, voice/facsimile messaging, audiotex and interactive computer
applications into customized market solutions. Since its August 1995 acquisition
of the TSL Companies (see "The Company -- Organizational History") engaged
primarily in providing telecommunications management services, the Company has
offered a broad array of services and products which assist customers in
managing various aspects of their telecommunications functions, including
controlling and reducing expenses, developing management reports and
applications, selecting service and equipment vendors, designing and
implementing telecommunications systems and managing day-to-day operations.
THE OFFERING
<TABLE>
<S> <C>
Common Stock offered by the Selling 1,377,401 shares
Stockholders....................................
Common Stock Outstanding at February 16, 1996.... 11,495,075 shares (1)
Nasdaq National Market Symbol.................... BVSI
The Company will not receive any proceeds of
the offering unless the Underwriter's
over-allotment option is exercised.
Proceeds.........................................
</TABLE>
SUMMARY CONSOLIDATED FINANCIAL INFORMATION
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
FISCAL YEAR ENDED DECEMBER 31,
-----------------------------------------------------
1991 1992 1993 1994 1995
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues....................................................... $ 41,846 $ 42,265 $ 56,412 $ 79,940 $ 97,078
S corporation distributions (2)................................ -- 2,616 2,292 6,989 4,303
Merger and other costs (3)..................................... -- -- 4,600 -- 4,327
Income (loss) from operations.................................. 2,017 (3,951) (1,606) 6,005 5,708
Net income (loss).............................................. $ 2,339 $ (2,423) $ (1,303) $ 4,425 $ 3,950
--------- --------- --------- --------- ---------
--------- --------- --------- --------- ---------
Earnings (loss) per share (4).................................. $ .21 $ (.22) $ (.12) $ .38 $ .33
--------- --------- --------- --------- ---------
--------- --------- --------- --------- ---------
Weighted average shares outstanding............................ 11,031 10,865 11,068 11,526 11,922
</TABLE>
<TABLE>
<CAPTION>
DECEMBER 31,
BALANCE SHEET DATA: 1995
---------------
<S> <C>
Working capital................................................................ $ 26,934
Total assets................................................................... 58,832
Long term debt................................................................. --
Stockholders' equity........................................................... 40,446
</TABLE>
- ------------------------------
(1) Excludes 1,490,392 shares of Common Stock issuable upon the exercise of
stock options.
(2) On August 9, 1995, the Company completed the TSL Merger. See "The Company --
Organizational History." Prior to the TSL Merger, the TSL Companies elected
to be taxed as S corporations under the Internal Revenue Code. The TSL
Companies distributed the majority of their tax basis earnings in the form
of additional compensation to officers and stockholders. Distributions in
excess of the salary and bonus amounts contracted for pursuant to employment
agreements entered into concurrently with the TSL Merger have been
classified as S corporation distributions in the Company's Consolidated
Financial Statements. These distributions will not recur in future periods.
(3) Merger and other costs of $4,327,000 in 1995 include $3,509,000 of
brokerage, legal and other professional fees associated with the
consummation of the TSL Merger, and $818,000 representing the write-off of
certain equipment and prepaid royalties associated with the Company's
"Person-to-Person" product. In 1993, the Company recorded a $4,600,000
charge related to its merger with Perception Technology Corporation,
consisting of fees to financial advisors, attorneys and accountants, and
costs of integrating operations.
(4) Exclusive of S corporation distributions and Merger and other costs,
adjusted for an appropriate provision for income taxes, earnings per share
in the years 1993, 1994 and 1995 would have been $.35, $.81 and $.89,
respectively.
3
<PAGE>
RISK FACTORS
IN ADDITION TO THE OTHER INFORMATION SET FORTH OR INCORPORATED BY REFERENCE
IN THIS PROSPECTUS, THE FOLLOWING RISK FACTORS SHOULD BE CONSIDERED CAREFULLY IN
EVALUATING THE COMPANY AND ITS BUSINESS BEFORE PURCHASING THE SHARES OF COMMON
STOCK OFFERED HEREBY.
LIMITED BACKLOG; FLUCTUATION IN QUARTERLY RESULTS
The Company is typically able to deliver systems within several weeks of
receipt of the order and therefore has a minimal backlog of system orders. In
addition, the Company has no long-term supply agreements with customers, and, as
a result, revenues in any quarter are substantially dependent upon orders that
are received and shipped during that quarter. Historically, a large percentage
of a quarter's systems are shipped in the last month of the quarter. In
addition, because certain of the Company's systems have relatively high selling
prices, the timing of shipments may have a significant effect on quarterly
results. Because a significant portion of the Company's overhead is fixed in the
short-term, the Company's results of operations may be materially adversely
affected if revenues fall below expectations and any such shortfall may not be
known until very late in the quarter.
Billing verification services represent a substantial portion of the
revenues derived from the Company's telecommunications management business.
Because the timing and amount of refunds varies substantially from quarter to
quarter, revenues derived from this service will fluctuate significantly and
will be largely unpredictable.
HIGHLY COMPETITIVE MARKET
The voice response industry is highly competitive. There are no substantial
patents or technological barriers which would prevent other companies from
entering the market and producing equipment or applications similar to those of
the Company. The Company currently competes with companies whose primary
business is voice response equipment, and also with larger companies for whom
voice response represents a small portion of their overall business. Certain of
the Company's competitors have substantially greater resources than the Company,
and there can be no assurance that present and future competitors will not exert
increased competitive pressures on the Company.
The market for managed services and telecommunications management services
is extremely fragmented, and competitors range from small start-up companies who
compete on a local basis to large nationally known firms such as AT&T,
Electronic Data Systems, and IBM. There are no significant barriers to entry,
and the Company expects that additional competition will develop. Such
competition may include large companies with substantially greater resources
than the Company; such competition could adversely affect the revenues and
operating income of the Company.
RISK OF RAPID TECHNOLOGICAL CHANGES
The voice processing industry is subject to rapid technological change,
including continuing improvements in hardware and software performance. In order
to maintain its competitive position, the Company must continually release new
products and develop enhancements and new features for its existing products on
a timely basis. There can be no assurance that the Company will be successful in
developing and marketing, on a timely basis, product modifications or
enhancements or new products that respond to technological advances by others,
or that such new or enhanced products or features will adequately and
competitively address the needs of the marketplace. Moreover, the Company must
manage product transitions successfully, since announcements or introductions,
or the perception that such events are likely to occur, by either the Company or
its competitors could adversely affect sales of existing Company products.
The Company expects that, in order to remain competitive, it will continue
to increase its level of research and development expenditures in absolute
terms, and such expenditures may also increase as a percentage of sales.
The Company performs rigorous testing prior to releasing its products.
Nevertheless, products as complex as the Company's often contain undetected
errors or "bugs" when first released, which are
4
<PAGE>
discovered only after the product has been used by many different customers and
in varying applications. Although the Company's current products have not
experienced bugs that have had a significant financial or operating impact on
the Company, there can be no assurance that such problems will not occur in the
future.
RISK OF INTERNATIONAL SALES
Revenues derived from customers outside the United States have accounted for
approximately 18%, 20% and 27% of total revenues for the years ended December
31, 1993, 1994 and 1995, respectively. The Company faces a number of risks in
conducting its international business that do not affect its domestic business,
including greater concentration of business with fewer customers, longer payment
cycles, greater difficulty in accounts receivable collection, differing national
telecommunications standards and regulatory requirements, and difficulty in
staffing and managing foreign subsidiary operations. There can be no assurance
that these factors will not have an adverse impact on the Company's future
international sales or operating results.
DEPENDENCE ON SUPPLIERS
For product standardization, quality control and volume purchasing
efficiencies, the Company has elected to purchase certain components from sole
suppliers. Although the Company historically has been able to obtain supplies of
these components in a timely manner, the interruption in supply of any of these
components could have an adverse impact on the Company's revenues and operating
results. While the Company believes that other suppliers could provide required
components in the event of an interruption in supply, a change in suppliers
could cause a delay in manufacturing and a possible loss of sales, which would
adversely affect operating results.
STOCK PRICE VOLATILITY
The market for the Company's stock is highly volatile. Fluctuations in
quarterly operating results and any variance in operating results from industry
analysts' expectations, or changes in estimated results by such analysts, could
have an adverse affect on the trading price of the Company's Common Stock.
Furthermore, in recent years the market prices of securities of many high
technology companies have experienced extreme fluctuations, in many cases for
reasons unrelated to the operating performance of the specific companies. These
broad market fluctuations may adversely affect the market price of the Company's
Common Stock.
5
<PAGE>
THE COMPANY
The Company designs, integrates, assembles, markets and supports voice
processing systems and services which incorporate voice response, voice
recognition, voice/facsimile messaging, audiotex and interactive computer
applications into customized market solutions. The Company also offers a broad
array of telecommunications management services.
Voice processing systems allow callers to use a telephone to leave or
retrieve messages, obtain information stored in a computer database, or input
and retrieve information from a host computer. A caller who accesses a voice
processing system is typically greeted by a message identifying the owner or
principal sponsor of the system, and is then requested to select options from a
menu of choices. Most callers using touch-tone telephones input responses by
pushing the keys on their telephone key pad. Many of the Company's systems, such
as voice activated dialers, allow input of information using spoken commands.
Typical applications for the Company's systems allow callers to obtain
personalized account balances for bank, credit card, or mutual fund accounts,
order products or product literature for delivery by mail or by facsimile, pay
bills, enroll for college courses, apply for credit cards, and receive stock
quotes or other personalized information. The enhanced level of service
available through the Company's systems enables the Company's customers to
reduce the costs associated with the provision of similar services using live-
agent call centers. The Company's audiotex systems allow callers to use the
telephone to access a wide variety of computer-stored information, such as
sports scores, weather, stock quotes, business news, classified ads or other
similar information. Newspapers and Yellow Pages publishers generate revenue
through the sales of sponsorships to these categories of information.
The Company provides a wide range of services to support its customers'
voice response activities. In addition to traditional maintenance services, the
Company employs a staff of writers and broadcasters who record information for
play back on customers' systems, and a staff of telephone operators who process
and create personal ads for newspaper customers, provide back office support
such as advertiser and system management for Yellow Pages publishers, and assist
customers in modifying voice response content for use in Internet or other
on-line applications.
ORGANIZATIONAL HISTORY
Incorporated in 1984, the Company initially concentrated its efforts on the
provision of audiotex systems, primarily to newspaper publishers which used the
systems to establish themselves as leading information providers in their
respective markets. In May 1991, the Company, through its newly-formed
subsidiary, Brite Voice Systems Group, Limited ("BVSGL"), acquired substantially
all of the assets of the Voice Systems Group of Ferranti Business
Communications, Ltd. BVSGL assembles and distributes voice messaging systems
which are sold as customer premise equipment for use behind a private branch
exchange and as public telephone network equipment. BVSGL is responsible for the
Company's European business and maintains design and production facilities in
Manchester, England and sales and support offices in Cambridge, England;
Germany; Switzerland and Italy.
In July 1993, the Company merged with one of its leading competitors,
Perception Technology Corporation ("Perception"). Perception's experience as a
provider of interactive voice response systems significantly broadened the
Company's participation in the voice response industry. In addition, the Company
believes that the combined audiotex experience of the two companies established
the Company as the leading provider of audiotex systems and information services
to the newspaper and Yellow Pages publishing industries.
In March 1995, the Company acquired Touch-Talk, Incorporated ("Touch-Talk"),
based in Dallas, Texas. Pursuant to the Agreement and Plan of Reorganization and
Merger (the "Touch-Talk Merger Agreement") by and among the Company, Touch-Talk
and its stockholders, Michael D. Heinrich and Laurence W. Potter, III
(collectively the "Touch-Talk Stockholders"), the Company issued an aggregate of
150,000 shares of the Company's Common Stock to the Touch-Talk Stockholders in
conversion of all of the outstanding shares of common stock of Touch-Talk. Prior
to the merger, Touch-Talk had been the largest provider of customized
application software solutions used by the Company in providing interactive
voice response applications. In
6
<PAGE>
addition, the Company had licensed from Touch-Talk certain application software
development tools for sublicense to its customers. The acquisition of Touch-Talk
broadened the Company's capabilities in providing turnkey voice response
applications to customers seeking a single vendor for all of their voice
response requirements.
In August 1995, the Company acquired Telecom Services Limited (U.S.), Inc.,
Telecom Services Limited (West), Inc., TSL Software Services, Inc., and TSL
Management Group, Inc. (collectively the "TSL Companies," or "TSL"), which were
affiliated by common ownership. Pursuant to the terms of an Agreement and Plan
of Reorganization and Merger (the "TSL Merger Agreement") by and among the
Company, the TSL Companies and Alan C. Maltz, Stephen B. Rockoff, Scott A. Maltz
and Alan C. Maltz as custodian for Sari Maltz and Lori Maltz (collectively the
"TSL Stockholders"), each of the TSL Companies was merged into the Company and
the Company issued to the TSL Stockholders an aggregate of 3,331,000 shares of
the Company's Common Stock in conversion of all of the outstanding shares of
Common Stock of the TSL Companies (the "TSL Merger"). As a result of the TSL
Merger, the Company now offers a broad array of services and products which
assist clients in managing various aspects of their telecommunications functions
including controlling and reducing expenses, developing management reports and
applications, selecting service and equipment vendors, designing and
implementing telecommunications systems, and managing day-to-day operations.
The Company is a Kansas corporation. Its principal executive offices are
located at 7309 East 21st Street North, Wichita, Kansas 67206 and its telephone
number is (316) 652-6500.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the Common
Stock by the Selling Stockholders. If the Underwriter exercises any portion of
the over-allotment option, the net proceeds received by the Company will be used
for general corporate purposes.
PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY
The Company's Common Stock is traded on the Nasdaq National Market under the
symbol "BVSI." The following table sets forth, for the periods indicated, the
range of high and low sale prices, by quarter, for the Common Stock as reported
by the Nasdaq National Market.
<TABLE>
<CAPTION>
HIGH LOW
--------- ---------
<S> <C> <C>
1996:
First quarter (through February 22, 1996).................................................... $ 15.75 $ 10.50
1995:
March 31..................................................................................... 21.88 15.25
June 30...................................................................................... 21.00 15.88
September 30................................................................................. 24.50 18.25
December 31.................................................................................. 18.50 12.00
1994:
March 31..................................................................................... 15.75 9.63
June 30...................................................................................... 13.63 7.63
September 30................................................................................. 14.13 9.38
December 31.................................................................................. 19.75 12.25
</TABLE>
On February 22, 1996, the last reported sale price of the Company's Common
Stock as reported on the Nasdaq National Market was $15.125.
Since its initial public offering in 1989, the Company has not paid cash
dividends on its Common Stock and does not anticipate paying cash dividends in
the forseeable future. The Company currently intends to retain its earnings to
finance future growth of its business.
7
<PAGE>
PRINCIPAL AND SELLING STOCKHOLDERS
The Common Stock offered by this Prospectus was initially issued to the
Selling Stockholders pursuant to either the TSL Merger Agreement or the
Touch-Talk Merger Agreement. See "The Company -- Organizational History." The
following table sets forth certain information, furnished by the persons named
below, concerning beneficial ownership of Common Stock as of February 16, 1996
(except as otherwise indicated), and as adjusted to reflect the sale of shares
offered hereby (assuming the over-allotment option is not exercised) by (i) each
person known by the Company to own beneficially more than 5% of the outstanding
shares of Common Stock; (ii) the Selling Stockholders; (iii) each director and
executive officer of the Company; and (iv) all directors and executive officers
of the Company as a group.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED SHARES BENEFICIALLY OWNED
PRIOR TO OFFERING NUMBER OF AFTER OFFERING
--------------------------- SHARES TO ----------------------------
NAME NUMBER PERCENT(1) BE SOLD NUMBER PERCENT(1)
- ----------------------------------------------- ------------ ------------- --------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Alan C. Maltz ................................. 2,174,844(2) 18.9 869,738 1,305,106(2) 11.4
50 Broad Street
20th Floor
New York, NY 10004
Stanley G. Brannan ............................ 1,447,562(3) 12.6 -- 1,447,562(3) 12.6
7309 E. 21st Street North
Wichita, KS 67206
Scott A. Maltz ................................ 787,702 6.9 315,081 472,621 4.1
220 Montgomery Street
Suite 917
San Francisco, CA 94104
FMR Corp. (4) ................................. 650,500 5.7 -- 650,500 5.7
Fidelity Management Research Co.,
Edward C. Johnson 3d,
and Abigail P. Johnson
82 Devonshire Street
Boston, MA 02109
Stephen B. Rockoff ............................ 368,954 3.2 147,582 221,372 1.9
50 Broad Street
20th Floor
New York, NY 10004
Michael D. Heinrich (5) ....................... 141,250 1.2 42,000 99,250 *
1325 Capital Parkway
Suite 109
Carrollton, TX 75006
Laurence W. Potter, III ....................... 16,250 * 3,000 13,250 *
1325 Capital Parkway
Suite 109
Carrollton, TX 75006
Perry E. Esping................................ 445,000 3.9 -- 445,000 3.9
Glenn A. Etherington........................... 68,517 * -- 68,517 *
Leon A. Ferber................................. 137,500 1.2 -- 137,500 1.2
C. MacKay Ganson, Jr........................... 29,862 * -- 29,862 *
David S. Gergacz............................... 2,500 * -- 2,500 *
David F. Hemmings.............................. 146,000 1.3 -- 146,000 1.3
John F. Kelsey, III............................ 5,333 * -- 5,333 *
Donald R. Walsh................................ 44,499 * -- 44,499 *
All directors and executive officers as a group 5,289,319 44.8 1,184,819 4,104,500 34.7
(11 persons)..................................
</TABLE>
- --------------------------
* Less than 1%.
8
<PAGE>
(1) In calculating the percentages shown, the number of shares owned by the
named individuals includes the shares they had the right to purchase within
60 days of February 16, 1996, upon exercise of stock options. The options
held by the named individuals and the group are: Stanley G. Brannan --
25,000; Perry E. Esping -- 10,000; Glenn A. Etherington -- 67,222; Leon A.
Ferber -- 12,500; C. MacKay Ganson, Jr. -- 9,000; David S. Gergacz -- 2,500;
Michael D. Heinrich -- 6,250; David F. Hemmings -- 145,000; John F. Kelsey,
III -- 2,500; Laurence W. Potter, III -- 1,250; Donald R. Walsh -- 43,750;
and all directors and executive officers as a group -- 317,472.
(2) Includes 80,000 shares held by Mr. Maltz as custodian for his two minor
daughters, beneficial ownership of which is disclaimed by Mr. Maltz.
(3) Includes 25,000 shares owned by Mr. Brannan's wife. Also includes 6,000
shares held in trust for the benefit of Mr. Brannan's children, beneficial
ownership of which is disclaimed by Mr. Brannan.
(4) Fidelity Management & Research Co. is a wholly owned subsidiary of FMR Corp.
and an investment advisor registered under Section203 of the Investment
Advisors Act of 1940. Edward C. Johnson, 3d is Chairman of FMR Corp. and
Abigail Johnson is a director of FMR Corp. The information is derived from a
Schedule 13G jointly filed with the Commission by the reporting persons. The
number of shares owned is as of December 31, 1995. The percentage amount is
calculated as of February 16, 1996.
(5) The shares are owned by Michael D. Heinrich and Carolyn M. Heinrich as joint
tenants with rights of survivorship.
Pursuant to the terms of the TSL Merger Agreement, Alan C. Maltz and Scott
A. Maltz were appointed to the Company's Board of Directors after consummation
of the merger. The TSL Stockholders have the right to designate two persons to
be nominated for election to the Company's Board of Directors during the period
that they collectively own at least 20% of the issued and outstanding shares of
Common Stock. At such time as their collective ownership is less than 20% of the
issued and outstanding shares of Common Stock, and until their collective
ownership is less than 10% of the issued and outstanding shares of Common Stock,
the TSL Stockholders have the right to designate one person to be nominated for
election to the Company's Board of Directors.
Upon consummation of the merger, the Company entered into employment
agreements with Alan C. Maltz, Scott A. Maltz and Stephen B. Rockoff, each of
which continues for a term ending December 31, 1997. Alan C. Maltz is Executive
Vice President of the Company having primary responsibilities for the TSL
division. Scott A. Maltz and Stephen B. Rockoff are Vice Presidents of the
Company having primary responsibility for the TSL division's sales and
operations, respectively.
Upon consummation of the Touch-Talk Merger, Michael D. Heinrich and Laurence
W. Potter, III entered into employment agreements with the Company which
continue until March 31, 1997. Mr. Heinrich is Vice President of the Company's
Interactive Information Systems division and Mr. Potter is a software
development engineer.
9
<PAGE>
DESCRIPTION OF CAPITAL STOCK
The Company's authorized capital stock consists of 30,000,000 shares of
Common Stock, no par value, of which 11,495,075 shares were issued and
outstanding as of February 16, 1996, and 10,000,000 shares of Preferred Stock,
none of which have been issued. As of February 16, 1996, there were outstanding
options to purchase an additional 1,490,392 shares of the Company's Common
Stock.
COMMON STOCK
Subject to the rights of any Preferred Stock which may be outstanding, upon
liquidation, dissolution or winding up of the Company, holders of Common Stock
will be entitled to the assets remaining after payment to creditors. The shares
of Common Stock are not convertible or redeemable and do not have preemptive
rights. Holders of Common Stock are entitled to cast one vote for each share
held of record on all matters presented to stockholders for a vote. At all
elections of directors, each holder of Common Stock shall be entitled to as many
votes as shall equal the number of his shares of Common Stock, multiplied by the
number of directors to be elected. Such votes may be cast for a single director
or may be distributed among any two or more directors. The holders of Common
Stock are entitled to receive such dividends as may be declared by the Board of
Directors out of funds legally available therefor. All of the issued and
outstanding shares of Common Stock are, and any shares of Common Stock to be
sold by the Company in this offering will be, duly authorized, validly issued,
fully paid and non-assessable.
PREFERRED STOCK
No shares of Preferred Stock are currently outstanding. The Preferred Stock
may be issued at any time and from time to time, upon resolution or resolutions
duly adopted by the Board of Directors. Such Preferred Stock will be subject to
such voting powers, full or limited, or no voting powers, and such designations,
preferences and relative, participating, optional or other special rights and
qualifications, limitations or restrictions as may be specified pursuant to such
resolution or resolutions. Any shares of Preferred Stock so authorized and
issued may have priority over the Common Stock with respect to voting, dividend,
liquidation or other rights. The Board of Directors could authorize the issuance
of one or more series of Preferred Stock, with voting rights or other rights and
preferences, which would impede the success of any proposed merger, tender
offer, proxy contest, or other attempt to gain control of the Company not
approved by the Board of Directors. Although the issuance of Preferred Stock may
have an adverse affect on the right of holders of Common Stock, the consent of
the holders of Common Stock would not be required for any such issuance of
Preferred Stock. The Company has no present plans to issue any shares of
Preferred Stock.
CERTAIN ANTI-TAKEOVER MATTERS
BUSINESS COMBINATIONS. The Company is a Kansas corporation and subject to
Chapter 17 of the Kansas Statutes Annotated, which embodies the Kansas General
Corporation Code ("KGCC"). The KGCC prohibits, subject to certain exceptions set
forth therein, various business combinations with "interested stockholders" (as
defined herein), including mergers or consolidations of the corporation, or of
any direct or indirect majority-owned subsidiary of the corporation, with an
interested stockholder for a period of three years following the date such
stockholder became an interested stockholder unless (a) prior to such date the
board of directors of the corporation approved either the business combination
or the transaction which resulted in the stockholder becoming an interested
stockholder; (b) upon consummation of the transaction which resulted in the
stockholder becoming an interested stockholder, the interested stockholder owned
at least 85% of the voting stock of the corporation outstanding at the time the
transaction commenced (excluding for purposes of determining the number of
shares outstanding those shares owned by persons who are directors and also
officers, and employee stock plans in which employee participants do not have
the right to determine confidentially whether shares held subject to the plan
will be tendered in a tender or exchange offer); or (c) on or subsequent to such
date the business combination is approved by the board of directors and
authorized at a meeting of the stockholders of the corporation (but not by
written consent of the stockholders), by the affirmative vote of at least
66 2/3% of the outstanding voting stock of the corporation which is not owned by
the interested stockholder. "Interested stockholder" means any person, other
than the corporation and any direct or indirect majority-owned subsidiary of the
corporation, that is (i) the owner of
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15% or more of the outstanding voting stock of the corporation; or (ii) an
affiliate or associate of the corporation and was the owner of 15% or more of
the outstanding voting stock of the corporation at any time within the
three-year period immediately prior to the date on which it is sought to be
determined whether such person is an interested stockholder, and the affiliates
and associates of such person. "Business combination" includes certain mergers,
consolidations, assets sales and stock issuances and certain other transactions
resulting in a financial benefit to an "interested stockholder."
CONTROL SHARE ACQUISITIONS. The KGCC also contains a "control share
acquisition" provision which effectively denies voting rights to shares of an
issuing public corporation acquired in control share acquisitions unless the
articles of incorporation or bylaws of the corporation provide that this
provision of the KGCC does not apply or a resolution granting voting rights is
approved by (i) the affirmative vote of a majority of all outstanding shares
entitled to vote at the election of directors voting by class if required by the
terms of the shares; and (ii) the affirmative vote of a majority of all
outstanding shares entitled to vote at the election of directors voting by class
if required by the terms of the shares, excluding all interested shares. As used
in this paragraph, a "control share acquisition" means the acquisition of
one-fifth, one-third or a majority of all voting power under various
circumstances of the issuing public corporation. "Issuing public corporation"
means a Kansas corporation which has (i) 100 or more shareholders; (ii) its
principal place of business, principal office, or substantial assets within
Kansas; and (iii) either (a) more than 10% of its shareholders resident in
Kansas, (b) more than 10% of its shares owned by Kansas residents, or (c) 2,500
shareholders resident in Kansas.
REGISTRATION RIGHTS
As a part of the TSL Merger Agreement, the Company agreed to register up to
40% of the total number of shares of Common Stock received by the TSL
Stockholders at any time after six months from the closing of the TSL Merger.
The TSL Stockholders have agreed that Alan C. Maltz, Scott A. Maltz and Stephen
B. Rockoff would be entitled to sell the shares of Common Stock listed herein
under the heading "Principal and Selling Stockholders." In addition to these
demand registration rights, the TSL Merger Agreement also provides that, subject
to certain limitations, if the Company at any time after August 9, 1997,
proposes to register shares of Common Stock for its own benefit or for the
benefit of stockholders of the Company, each TSL Stockholder shall have the
opportunity to include in such registration up to 50% of the shares held by such
person immediately after this offering.
As a part of the Touch-Talk Merger Agreement, the Company agreed to register
up to 40% of the shares of Common Stock received by the Touch-Talk Stockholders
and the Touch-Talk Stockholders are selling the shares of Common Stock listed
herein under the heading "Principal and Selling Stockholders."
Under a Stock Purchase Agreement dated March 28, 1990, between the Company
and Perry E. Esping, a director of the Company, the Company is obligated to
register up to 350,000 shares of the Common Stock owned by Mr. Esping upon Mr.
Esping's written request. No shares have been registered pursuant to the Stock
Purchase Agreement.
TRANSFER AGENT AND REGISTRAR
The Transfer Agent and Registrar for the Common Stock is UMB Bank, N.A.,
Kansas City, Missouri.
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UNDERWRITING
The Company and the Selling Stockholders have entered into an Underwriting
Agreement (the "Underwriting Agreement") with William Blair & Company, L.L.C.
(the "Underwriter"). Subject to the terms and conditions set forth in the
Underwriting Agreement, the Selling Stockholders have agreed to sell to the
Underwriter, and the Underwriter has agreed to purchase from the Selling
Stockholders, all of the shares of Common Stock offered hereby. The Underwriter
is committed to purchase all such shares if any shares are purchased.
The Underwriter has advised the Selling Stockholders that it proposes to
offer the shares of Common Stock to the public initially at the public offering
price set forth on the cover page of this Prospectus and to certain dealers at
such price less a concession of not more than $ per share. Additionally,
the Underwriter may allow, and such dealers may reallow, a concession not in
excess of $ per share to certain other dealers. After the shares are
released for sale to the public, the public offering price and other selling
terms may be changed by the Underwriter.
The Company has granted to the Underwriter an option, exercisable within 30
days after the date of this Prospectus, to purchase up to 206,610 shares of
Common Stock at the same price per share to be paid by the Underwriter for the
other shares offered hereby. The Underwriter may exercise the option only for
the purpose of covering over-allotments, if any, made in connection with the
distribution of the Common Stock offered hereby.
The Company, the Selling Stockholders, and the Company's directors and
executive officers have agreed not to offer, sell, contract to sell or otherwise
dispose of any shares of Common Stock for a period of 90 days after the
effective date of the Registration Statement of which this Prospectus is a part
without the written consent of the Underwriter, except, with respect to the
Company, for the issuance of securities upon the exercise of outstanding stock
options.
The Company and the Selling Stockholders have agreed to indemnify the
Underwriter against certain liabilities, including liabilities under the
Securities Act of 1933, as amended, or to contribute to payments the Underwriter
may be required to make in respect thereof.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby will be passed
upon for the Company by Triplett, Woolf & Garretson, LLP, Wichita, Kansas.
Kelley Drye & Warren, New York, New York, is acting as counsel for the Selling
Stockholders who are the TSL Stockholders. Stinson, Mag & Fizzell, P.C., Kansas
City, Missouri, is acting as counsel for the Selling Stockholders who are the
Touch-Talk Stockholders. Certain legal matters in connection with this offering
will be passed upon for the Underwriter by Chapman and Cutler, Chicago,
Illinois. As of the date of this Prospectus, a total of approximately 4,750
shares of Common Stock were beneficially owned by certain partners of Triplett,
Woolf & Garretson, LLP.
EXPERTS
The consolidated financial statements of Brite Voice Systems, Inc. appearing
in the Brite Voice Systems, Inc. Annual Report on Form 10-K for the year ended
December 31, 1995, and incorporated herein by reference, have been audited by
Arthur Andersen LLP, independent auditors, as set forth in their report thereon,
included therein and incorporated herein by reference. In that report, Arthur
Andersen LLP states that with respect to certain operations, its opinion is
based on the report of other independent public accountants, namely Ernst &
Young LLP. Such consolidated financial statements are incorporated herein by
reference in reliance on such reports given upon the authority of such firms as
experts in giving said reports.
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NO DEALER, SALES REPRESENTATIVE OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THIS OFFERING
OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS, AND
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY, ANY SELLING STOCKHOLDERS OR THE
UNDERWRITER. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO BUY, ANY OF THE SECURITIES OFFERED HEREBY BY ANYONE
IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN
WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR
TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER
THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
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<S> <C>
Available Information.......................... 2
Incorporation of Certain Documents
by Reference.................................. 2
Prospectus Summary............................. 3
Risk Factors................................... 4
The Company.................................... 6
Use of Proceeds................................ 7
Price Range of Common Stock and
Dividend Policy............................... 7
Principal and Selling Stockholders............. 8
Description of Capital Stock................... 10
Underwriting................................... 12
Legal Matters.................................. 12
Experts........................................ 12
</TABLE>
1,377,401 SHARES
[LOGO]
COMMON STOCK
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PROSPECTUS
, 1996
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WILLIAM BLAIR & COMPANY
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