<PAGE>
As filed with the Securities and Exchange Commission on June 28, 1996
Registration No. 333-_____
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ACTIVE VOICE CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C> <C>
WASHINGTON 3661 91-1235111
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification No.)
Incorporation or Organization) Classification Code Number)
</TABLE>
2901 Third Avenue, Suite 500
Seattle, Washington 98121-9800
(206) 441-4700
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
_________________________
Active Voice Corporation
1996 Employee Stock Purchase Plan
_________________________
Jose S. David, Chief Financial Officer
2901 Third Avenue, Suite 500
Seattle, Washington 98121-9800
(206) 441-4700
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
_________________________
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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- --------------------------------------------------------------------------------------------------
Title of Each Class of Amount to be Proposed Maximum Aggregate Amount of Registration
Securities to Be Registered Registered (1) Offering Price (2) Fee
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<S> <C> <C> <C>
Common Stock 150,000 shares $1,968,750 $679
- --------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------
</TABLE>
(1) Plus (i) an indeterminate number of shares of Common Stock that may become
issuable under the Plan as a result of the adjustment provisions therein,
and (ii) if any interests in the Plan constitute separate securities
required to be registered under the Securities Act of 1933, then, pursuant
to Rule 416(c), an indeterminate amount of such interests to be offered or
sold pursuant to the Plan.
(2) Computed pursuant to Rule 457(c) and (h) based on the average of the high
and low sales prices reported by the Nasdaq Stock Market on June 24, 1996,
which was $13.13.
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PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are incorporated in this Registration Statement by
reference:
1. The Registrant's 1996 Annual Report on Form 10-K filed June 28,
1996 (File No. 0-22804);
2. The description of the Registrant's Common Stock set forth
in the Registration Statement on Form 8-A under Section 12(g) of the
Exchange Act, filed by the Registrant with the Commission on November
4, 1993, under Section 12(g) of the Exchange Act.
All documents filed by the Registrant with the Commission after the date of
this Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Exchange Act, before the filing of a post-effective amendment that indicates
that all securities offered pursuant to this Registration Statement have been
sold or that deregisters all securities then remaining unsold, shall also be
deemed to be incorporated by reference in this Registration Statement and to be
part hereof from the respective dates of filing of such documents.
Any statement incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed document
that 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
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not required.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Restated Articles of Incorporation of the Company (the "Articles")
contain provisions entitling directors and executive officers to be indemnified
by the Company against claims arising out of their actions in such capacities to
the fullest extent permitted by law. In addition, the Articles contain
provisions limiting the personal liability of directors to the Company or its
shareholders to the fullest extent permitted by law. The Company has also
secured insurance on behalf of its executive officers and directors for certain
liabilities arising out of their actions in such capacities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
II-1
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ITEM 8. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
5 Opinion of Graham & James LLP/Riddell Williams P.S.
10.6 Active Voice Corporation 1996 Employee Stock Purchase Plan
23.1 Consent of Graham & James LLP/Riddell Williams P.S.
23.2 Consent of Ernst & Young LLP, Independent Auditors
24 Powers of Attorney
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) that,
individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement; and
(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;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated
by reference 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 the 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 that remain unsold at the
termination of the offering.
(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 15(d) of the Exchange
Act 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
II-2
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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 Securities Act of 1933 and is,
therefore, unenforceable. If 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 of whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe it meets all 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 Seattle, State of Washington, on this 27th day of
June, 1996.
ACTIVE VOICE CORPORATION
By /S/ ROBERT L. RICHMOND
-------------------------------
Robert L. Richmond
Chief Executive Officer and
Chairman of the Board
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Robert L. Richmond and Jose S. David and each of them severally, his true and
lawful attorneys-in-fact and agents, with full power to act without the other
and with full power of substitution and resubstitution, to execute in his name
and on his behalf, individually and in each capacity stated below, any and all
amendments and post-effective amendments to this Registration Statement, any and
all supplements hereto, and any and all other instruments necessary or
incidental in connection herewith, and to file the same with the Commission.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated below.
SIGNATURE TITLE DATE
--------- ----- ----
/S/ ROBERT L. RICHMOND Chief Executive Officer June 27, 1996
- -------------------------- and Chairman of the Board
Robert L. Richmond (Principal Executive Officer)
/S/ ROBERT C. GRECO Vice President--Product June 27, 1996
- --------------------------- Development, Secretary,
Robert C. Greco Treasurer and Director
/S/ JOSE S. DAVID Chief Financial Officer June 27, 1996
- --------------------------- (Principal Financial and
Jose S. David Accounting Officer)
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SIGNATURE TITLE DATE
--------- ----- -----
/S/ TOM A. ALBERG Director June 27, 1996
- ----------------------------
Tom A. Alberg
/S/ HAROLD H. KAWAGUCHI Director June 27, 1996
- ----------------------------
Harold H. Kawaguchi
EXHIBIT
NUMBER DESCRIPTION
5 Opinion of Graham & James LLP/Riddell Williams P.S.
10.6 Active Voice Corporation 1996 Employee Stock Purchase
Plan (incorporated by reference from Exhibit 10.6 to the
Registrant's 1996 Annual Report on Form 10-K filed June 28,
1996 (File No. 0-22804))
23.1 Consent of Graham & James LLP/Riddell Williams P.S.
(included in Exhibit 5)
23.2 Consent of Ernst & Young LLP, Independent Auditors
24 Powers of Attorney (included on signature pages)
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[LETTERHEAD]
Exhibits 5 and 23.1
June 28, 1996
Active Voice Corporation
2901 Third Avenue, Suite 500
Seattle, Washington 98121-9800
RE: FORM S-8 REGISTRATION STATEMENT
Ladies and Gentlemen:
We have acted as counsel to you (the "Company") in connection with the
preparation of its Registration Statement on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Act"), which the
Company will file with the Securities and Exchange Commission, with respect to
an aggregate of 150,000 shares of Common Stock of the Company (the "Shares")
issuable under the Company's 1996 Employee Stock Purchase Plan (the "Plan").
We have examined the Registration Statement and such other documents and records
as we have deemed relevant and necessary for the purpose of this opinion.
Based upon and subject to the foregoing, we are of the opinion that the Shares
issuable under the Plan will, upon due execution by the Company and the
registration by its registrars of the certificates for the Shares and issuance
thereof by the Company and receipt by the Company of the consideration therefor
in accordance with the terms of the Plan, be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit that we are in
the category of persons whose consent is required under Section 7 of the Act.
Very truly yours,
/s/ Benjamin F. Stephens
Benjamin F. Stephens
of
GRAHAM & JAMES LLP/RIDDELL WILLIAMS P.S.
<PAGE>
Exhibit 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the registration of 150,000 shares of common stock
for the Active Voice Corporation 1996 Employee Stock Purchase Plan of our
report dated May 3, 1996, with respect to the consolidated financial
statements and schedule of Active Voice Corporation included in its Annual
Report (Form 10-K) for the year ended March 31, 1996, filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
Seattle, Washington
June 28, 1996
