<PAGE>
As filed with the Securities and Exchange Commission on December 31, 1998.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
______________
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
______________
BRITE VOICE SYSTEMS, INC.
(Exact name of issuer as specified in its charter)
Kansas 48-0986248
(State or other (I.R.S. Employer
jurisdiction of incorporation) Identification No.)
250 International Parkway, Suite 300
Heathrow, Florida 32746
(Address of Principal Executive Offices) (Zip Code)
BRITE VOICE SYSTEMS, INC. EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
Glenn A. Etherington
Chief Financial Officer
250 International Parkway, Suite 300
Heathrow, Florida 32746
(Name and address of agent for service)
(407) 357-1000
(Telephone number, including area code, of agent for service)
Copy to:
Thomas P. Garretson, Esq.
Triplett, Woolf & Garretson, LLC
2959 North Rock Road, Suite 300
Wichita, Kansas 67226
- --------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
Title of class of Amount Proposed maximum Proposed maximum Amount of
securities to to be offering price aggregate registration
be registered registered per share * offering fee
price
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
no par value 300,000 shares $7.58 $2,274,000 $632.17
- -------------------------------------------------------------------------------------------------------
</TABLE>
* Estimated solely for the purpose of calculating the registration fee, and
based on the average of the high and low prices as reported by Nasdaq on
December 28, 1998 in accordance with Securities Act Rule 457(c) and (h).
<PAGE>
STATEMENT OF INCORPORATION BY REFERENCE
This Registration Statement on Form S-8 incorporates by reference the
contents of the Registration Statement on Form S-8 (File No. 33-80478) filed by
the Registrant on June 20, 1994, relating to the Registrant's Employee Stock
Purchase Plan. The purpose of this Registration Statement is to register
additional shares for issuance under such Plan.
-1-
<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 Wichita, State of Kansas, on the 28th day of
December, 1998.
BRITE VOICE SYSTEMS, INC.
By /s/ Stanley G. Brannan
-------------------------------------------------
Stanley G. Brannan, Chairman, President
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each such person whose signature
appears below constitutes and appoints Stanley G. Brannan and Glenn A.
Etherington, and each of them singly, his attorneys-in-fact, each with the power
of substitution, for him and in any and all capacities, to sign any amendments
to this Registration Statement on Form S-8 (including post-effective amendments)
and to file the same, with all Exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may 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 date indicated:
Signature Title Date
----------- -------- -------
Chairman,
President and Chief
/s/ Stanley G. Brannan Executive Officer December 28, 1998
- ---------------------------------
Stanley G. Brannan
Chief Financial
/s/ Glenn A. Etherington Officer/Secretary December 28, 1998
- ---------------------------------
Glenn A. Etherington
-2-
<PAGE>
/s/ C. MacKay Ganson, Jr. Director December 23, 1998
- ---------------------------------
C. MacKay Ganson, Jr.
/s/ David S. Gergacz Director December 24, 1998
- ---------------------------------
David S. Gergacz
/s/ John F. Kelsey Director December 23, 1998
- ---------------------------------
John F. Kelsey
/s/ Alan C. Maltz Director December 28, 1998
- ---------------------------------
Alan C. Maltz
/s/ Scott A. Maltz Director December 29, 1998
- ---------------------------------
Scott A. Maltz
-3-
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
4.1 Specimen certificate representing the common
stock of the Registrant (filed as Exhibit 4.1
to Registrant's Registration Statement on Form
S-1, Registration No. 33-29750, and incorporated
herein by reference).
4.2 Restated Articles of Incorporation of the Regis-
trant (filed as Exhibit 3.1 to Registrant's Regis-
tration Statement on Form S-1, Registration No.
33-29750, and incorporated herein by reference).
4.3 Bylaws of the Registrant, as amended (filed as
Exhibit 3.2 to Registrant's Registration State-
ment on Form S-1, Registration No. 33-29750, and
incorporated herein by reference).
4.4 Brite Voice Systems, Inc. Employee Stock Purchase
Plan, as amended.
5.1 Opinion of Triplett, Woolf & Garretson, LLC.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Triplett, Woolf & Garretson, LLC
(contained in Exhibit 5.1)
24.1 Power of Attorney (included as part of the Signature
Page to this Registration Statement).
</TABLE>
-4-
<PAGE>
EXHIBIT 4.4
BRITE VOICE SYSTEMS, INC.
EMPLOYEE STOCK PURCHASE PLAN
(AS AMENDED THROUGH MAY 12, 1998)
1. PURPOSE. This Brite Voice Systems, Inc. Employee Stock Purchase Plan
(the "Plan") is intended to encourage and assist employees of Brite Voice
Systems, Inc. (the "Company"), and the employees of any present or future
subsidiaries of the Company, in acquiring a stock ownership interest in the
Company and to encourage employees to remain in the employ of the Company. The
Plan is intended to be an "employee stock purchase plan" within the meaning of
Internal Revenue Code Section 423.
2. STOCK SUBJECT TO THE PLAN. The aggregate number of shares of common
stock (the "Shares") which may be sold under the Plan is 500,000, subject to
adjustment as provided in Section 12 hereof. The Shares may be authorized but
unissued or reacquired shares of common stock of the Company. During the term
of the Plan, the Company shall at all times reserve and keep available such
number of Shares as shall be sufficient to satisfy the requirements of the Plan.
3. DEFINITIONS. In addition to the terms defined elsewhere herein, the
following terms shall have the meanings indicated:
a. "Executive Officer" shall have the meaning assigned to such term
in Rule 16a-1(f) under the Securities Exchange Act of 1934.
b. "Payment Period" shall mean the six-month periods ending June 30
and December 31 in each year during which payroll deductions will be
accumulated under the Plan. The first Payment Period will commence on July
1, 1994.
c. "Parent" shall have the meaning assigned to such term in Section
424(e) of the Internal Revenue Code.
d. "Subsidiary" shall have the meaning assigned to such term in
Section 424(f) of the Internal Revenue Code.
4. ELIGIBILITY. Anyone who becomes an employee of the Company or of any
of its Subsidiaries (except any employee who directly or by attribution owns
stock possessing 5% or more of the total combined voting power or value of all
classes of stock of the Company or any Subsidiary of the Company at the start of
any Payment Period, those employees whose customary employment is less than
twenty hours per week, and those employees whose
<PAGE>
customary employment is for not more than five months in any calendar year), is
eligible to become a participant in the Plan on the first day of the first
Payment Period following the employee's commencement of service. Directors who
are not employees of the Company shall not be eligible to participate in the
Plan.
No employee shall be entitled to purchase (i) Shares under the Plan and all
other purchase plans of the Company and any Parent or Subsidiary of the Company
with an aggregate fair market value (determined at Date of Grant) exceeding
$25,000 per year for each calendar year in which such purchase option is
outstanding at any time, or (ii) more than 500 Shares under the Plan in any
Payment Period.
5. JOINING THE PLAN. Any eligible employee's participation in the Plan
shall be effective as of the first day of the Payment Period following the day
on which the employee completes, signs and returns to the Company a Stock
Purchase Plan Application and Payroll Deduction Authority form ("Application")
indicating his or her acceptance and agreement to participate in the Plan.
Participation of any employee in the Plan is entirely voluntary. Unless and
until a participating employee withdraws from the Plan or files a new
Application with the Company, the employee's Application on file under the Plan
will continue to succeeding Payment Periods throughout the term of the Plan.
Except as provided in Section 4, all employees who elect to participate in
the Plan shall have the same rights and privileges. All eligible employees who
have elected to participate in the Plan shall be deemed to have been granted
options to purchase Shares of the Company's common stock as of the first day of
the next succeeding Payment Period.
Any employee receiving Shares shall have no rights with respect to
continuation of employment, nor with respect to continuation of any particular
Company business, policy or product.
6. EMPLOYEES' CONTRIBUTIONS. At least ten days prior to the commencement
of the Payment Period, each employee shall elect to make contributions by
payroll deduction of from 1% to 10% of his or her gross compensation. An
Executive Officer's election to participate shall be irrevocable for such
Payment Period.
Subject to the maximum described above, an employee may elect in writing to
increase or decrease his or her rate of contribution. Any such change will
become effective on the first day of the Payment Period following receipt by the
Company of such written election.
The amount of each employee's contribution shall be held by the Company in
a special account and such contribution, free of any obligation of the Company
to pay interest thereon, shall be credited to such employee's individual account
as of the last trading day of the month during which the compensation from which
the contribution was deducted was earned.
<PAGE>
No employee will be permitted to make contributions for any period during
which he or she is not receiving pay from the Company or one of its
Subsidiaries.
7. ISSUANCE OF SHARES. On the last trading day of each Payment Period,
so long as the Plan shall remain in effect, and provided the employee has not
before such date advised the Company that he or she does not wish Shares
purchased for his or her account on that date, the employee shall be deemed to
have exercised his or her option and the Company shall apply the funds in the
employee's account as of that date to the purchase of authorized but unissued
shares of its common stock in units of one Share or multiples thereof.
The cost to each employee of the Shares so purchased shall be 85% of the
lower of the fair market value of the common stock on the first trading day of
the Payment Period (the "Date of Grant") or the fair market value of the common
stock on the last trading day of the Payment Period (the "Date of Exercise"),
determined as follows:
a. The fair market value of the Shares on the Date of Grant shall be
the mean between the average bid and asked prices of the stock in the
over-the-counter market as quoted on the National Association of Securities
Dealers Automated Quotation System ("NASDAQ"), or, if its stock is a
National Market System security, the last reported sale price of the stock,
or if the stock is traded on one or more securities exchanges, the average
of the closing prices on all such exchanges on the Date of Grant; and
b. The fair market value of the Shares on the Date of Exercise shall
be the mean between the average bid and ask prices of the stock in the
over-the-counter market as quoted on the NASDAQ, or, if the stock is a
National Market System security, the last reported sale price of the stock,
or, if the stock is traded on one or more securities exchanges, the average
of the closing prices on all such exchanges on the Date of Exercise.
Any monies remaining in such employee's account equaling less than the sum
required to purchase one Share, or monies remaining in such employee's account
by reason of application of the provisions of the next paragraph hereof, shall,
unless otherwise requested by the employee, be held in the employee's account
for use during the next Payment Period. Any monies remaining in such employee's
account by reason of his or her prior election not to purchase Shares in a given
Payment Period shall be disbursed to the employee within thirty days of the end
of such Payment Period. The Company shall, as expeditiously as possible after
the last day of each Payment Period, issue to the employee entitled thereto a
certificate evidencing the Shares issuable to him or her as provided herein.
Notwithstanding anything to the contrary, (a) if the number of Shares
employees desire to purchase at the end of any Payment Period exceeds the number
of Shares then available under
<PAGE>
the Plan, the Shares available shall be allocated among such employees in
proportion to their contributions during the Payment Period (but no fractional
Shares shall be issued); and (b) no funds in an employee's account shall be
applied to the purchase of Shares and no Shares hereunder shall be issued unless
such Shares are covered by an effective registration statement under the
Securities Act of 1933, as amended, or by an exemption therefrom.
8. TERMINATION OF EMPLOYEE'S PARTICIPATION. An employee's participation
in the Plan will be terminated when the employee (a) voluntarily elects to
withdraw his or her entire account (except that an Executive Officer's
participation in the Plan may not be voluntarily terminated for any Payment
Period with respect to which such Executive Officer has elected to participate),
(b) resigns or is discharged from the Company or one of its present or future
subsidiaries, (c) dies, or (d) does not receive pay from the Company or one of
its present or future Subsidiaries for twelve consecutive months, unless this
period is due to illness, injury or for other reasons approved by the persons or
person appointed by the Company to administer the Plan as provided in paragraph
10 below. Upon termination of participation, the employee shall not be entitled
to rejoin the Plan until the first day of the Payment Period immediately
following the Payment Period in which the termination occurs; provided that a
terminated employee who is an Executive Officer of the Company shall not be
entitled to rejoin the Plan until the first day of the first Payment Period that
commences after the expiration of six months from the date of termination of
participation. Upon termination of participation, the employee shall be
entitled to the amount of his or her individual account within fifteen days
after termination.
9. BENEFICIARY. Each employee may file a written designation of a
beneficiary who is to receive any Shares of Common Stock credited to such
employee's account under the Plan in the event of the death of such employee
prior to delivery to such employee of the certificate for such Shares. Such
designation may be changed by the employee at any time by written notice
received by the Company.
Upon the death of an employee, his or her account shall be paid or
distributed to the beneficiary or beneficiaries designated by such employee, or,
in the absence of such designation, to the executor or administrator of his or
her estate, and in either event the Company shall not be under any further
liability with respect thereto. If more than one beneficiary is designated,
then each beneficiary shall receive an equal portion of the account, unless the
employee indicates to the contrary in his or her designation; provided, that the
Company may in its sole discretion make distributions in such form as will avoid
the creation of fractional Shares.
10. ADMINISTRATION OF THE PLAN. The Plan shall be administered by the
Board of Directors of the Company. The Board of Directors may appoint a
Committee of two or more officers of the Company to administer certain aspects
of the Plan. The Committee's interpretation and construction of any provisions
of the Plan, or of any option granted under the Plan, shall be final, unless
otherwise determined by the Board of Directors. The Committee may from time to
time adopt such rules and regulations for carrying out the Plan as it may deem
<PAGE>
appropriate; provided, that any such rules and regulations shall be applied
uniformly to all employees participating in the Plan. No member of the Board of
Directors or the Committee shall be liable for any action or determination made
in good faith with respect to the Plan or any option granted under the Plan. If
the Board of Directors does not appoint a Committee, the Board of Directors
shall have full power and authority to administer the Plan.
11. MODIFICATION AND TERMINATION. The Company reserves the right to
amend, alter or terminate the Plan in its discretion, and intends to terminate
the Plan in the event stockholder approval of the Plan is not obtained at the
1994 Annual Meeting of the Company's stockholders. Any amendment to the Plan
which would (a) materially increase the benefits accruing to participants under
the Plan, (b) materially increase the number of Shares which may be issued under
the Plan (except as provided in Section 12 hereof), or (c) materially modify the
requirements as to eligibility for participation in the Plan, shall not be
effective until approved by vote of the Company's stockholders. Upon
termination, each employee shall be entitled to the amount of his or her
individual account within thirty days after termination.
12. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. Appropriate and
proportionate adjustments shall be made in the number and class of shares of
stock subject to this Plan, and to the rights granted hereunder and the prices
applicable to such rights, in the event of a stock dividend, stock split,
reverse stock split, recapitalization, reorganization, merger, consolidation,
acquisition, separation or like change in the capital structure of the Company.
13. TRANSFERABILITY OF RIGHTS. No rights of any employee under this Plan
shall be transferable by him or her, by operation of law or otherwise, except to
the extent that an employee is permitted to designate a beneficiary or
beneficiaries as herein-above provided, and except to the extent permitted by
will or the laws of descent and distribution if no such beneficiary is
designated.
14. SALES OF SHARES PURCHASED UNDER THE PLAN. An employee may sell Shares
purchased under the Plan at any time the employee chooses, subject to compliance
with applicable federal and state securities laws. However, each employee
participating in the Plan, by executing the Application, agrees to notify the
Company promptly in the event of disposition of Shares within two years after
the Date of Grant of the applicable option. The employee assumes all risk of
ownership associated with the ownership of Shares, including fluctuations in the
trading price of the Shares.
15. PARTICIPATION IN OTHER PLANS. Nothing herein contained shall affect
an employee's right to participate in and receive benefits under an in
accordance with the then current provisions of any pension, insurance or other
employee welfare plan or program of the Company.
16. APPLICABLE LAW. The interpretation, performance and enforcement of
this Plan shall be governed by the laws of the State of Kansas.
<PAGE>
17. EFFECTIVE DATE OF PLAN. The Plan became effective on March 8, 1994,
and was approved by the stockholders on May 10, 1994. The Company's
obligation to offer, sell or deliver Shares under the Plan is subject
to any governmental approval required in connection with the
authorized issuance or sale of such Shares and is further subject to
the determination by the Company that it has complied with all
applicable securities laws.
<PAGE>
EXHIBIT 5.1
Triplett, Woolf & Garretson, LLC
2959 North Rock Road, Suite 300
Wichita, Kansas 67226
(316) 630-8100
Fax: (316) 630-8101
December 28, 1998
Brite Voice Systems, Inc.
250 International Parkway, Suite 300
Heathrow, Florida 32746
RE: Brite Voice Systems, Inc.
Employee Stock Purchase Plan
Gentlemen:
We have assisted in the preparation of the Registration Statement on Form S-8
(the "Registration Statement") to be filed with the Securities and Exchange
Commission relating to 300,000 shares of the common stock, no par value per
share, of Brite Voice Systems, Inc., a Kansas corporation (the "Company"),
issuable under the Company's Employee Stock Purchase Plan (the "Plan").
We have examined the Articles of Incorporation and Bylaws of the Company, and
all amendments thereto, and originals, or copies certified to our satisfaction,
of all pertinent records of the meetings of the directors and stockholders of
the Company, the Registration Statement and such other documents relating to the
Company as we have deemed material for the purposes of this opinion.
In connection with our examination of the foregoing documents, we have assumed
the genuineness of all signatures and the authenticity of all documents
submitted to us as originals, the conformity to originals of all documents
submitted to us as certified or photostatic copies, and the authenticity of the
originals of such latter documents.
Based upon the foregoing, we are of the opinion that the Company has duly
authorized for issuance of the shares of its common stock covered by the
Registration Statement to be issued under the Plan, as described in the
Registration Statement, and such shares, when issued in accordance with the
terms of the Plan, will be legally issued, fully paid and nonassessable.
<PAGE>
We hereby consent to the filing of this opinion with the Securities and Exchange
Commission in connection with the Registration Statement.
Very truly yours,
TRIPLETT, WOOLF & GARRETSON, LLC
/s/ Thomas P. Garretson
By Thomas P. Garretson
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
February 10, 1998, included in Brite Voice Systems, Inc.'s Form 10-K for the
year ended December 31, 1997, and to all references to our firm included in this
registration statement.
Arthur Andersen LLP
Orlando, Florida,
December 28, 1998
