<PAGE>
As filed with the Securities and Exchange Commission on July 3, 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)
WASHINGTON 3661 91-1235111
(State or Other (Primary Standard (I.R.S. Employer
Jurisdiction of Incorporation Industrial Classification Identification No.)
or Organization) Code Number)
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
1993 Stock Option 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 Amount of Registration
Securities to Be Registered Registered(1) Aggregate Offering Price (2) Fee
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<S> <C> <C> <C>
Common Stock 220,000 shares $2,543,750 $877
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</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 27, 1996.
The contents of the Registration Statement on Form S-8 (Commission File
No. 33-80168), as filed by the Registrant with the Securities and Exchange
Commission on June 13, 1994, are hereby incorporated by reference in this
Registration Statement.
<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 June 27, 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 individual 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 Securities and
Exchange Commission.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated below.
SIGNATURE TITLE DATE
- --------- ----- ----
/s/ ROBERT L. RICHMOND Chief Executive Officer and Chairman June 27, 1996
- ----------------------- of the Board (Principal Executive
Robert L. Richmond Officer)
/s/ ROBERT C. GRECO Vice President--Product June 27, 1996
- ----------------------- Development, Secretary, Treasurer
Robert C. Greco and Director
/s/ JOSE S. DAVID Chief Financial Officer (Principal June 27, 1996
- ----------------------- Financial and Accounting Officer)
Jose S. David
/s/ TOM A. ALBERG Director June 27, 1996
- -----------------------
Tom A. Alberg
/s/ HAROLD H. KAWAGUCHI Director June 27, 1996
- -----------------------
Harold H. Kawaguchi
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
5 Opinion of Graham & James LLP/Riddell Williams P.S.
10 Amendment to Active Voice 1993 Stock Option Plan
(incorporated by reference from Exhibit 10 to the
Registrant's Quarterly Report on Form 10-Q for the
quarter ended December 30, 1995 (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)
<PAGE>
[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 220,000 shares of Common Stock of the Company (the "Shares")
issuable upon exercise of options that may hereafter be granted under the
Company's 1993 Stock Option 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 220,000 shares of common stock
for the Active Voice Corporation 1993 Stock Option 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
