<PAGE>
As filed with the Securities and Exchange Commission on June 30, 1998
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 91-1235111
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
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)
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Active Voice Corporation Active Voice Corporation
1998 Stock Option Plan 1997 Director Stock Option Plan
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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)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
Proposed Maximum Amount of
Title of Securities Amount to be Aggregate Offering Registration
to Be Registered Registered (1) Price (2) Fee
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock 660,000 shares $7,713,750 $2,275.56
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</TABLE>
(1) Plus (i) an indeterminate number of shares of Common Stock that may
become issuable under the Plans as a result of the adjustment provisions
therein, and (ii) if any interests in the Plans 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 Plans.
(2) Estimated solely for purposes of computing the registration fee pursuant
to Rules 457(c) and 457(h) based on an offering price of $11.6875 per
share (the average of the high and low sales prices reported by the
Nasdaq Stock Market on June 24, 1998) for the shares issuable upon
exercise of options granted or to be granted under the Plans.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are incorporated in this Registration Statement
by reference:
1. The Registrant's Annual Report on Form 10-K for its fiscal year
ended March 31, 1998, filed by the Registrant with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act");
2. All other reports filed by the Registrant with the Securities
and Exchange Commission pursuant to Section 13(a) or 15(d) of the
Exchange Act since March 31, 1998; and
3. The description of the Registrant's Common Stock set forth in
the Registration Statement on Form 8-A filed by the Registrant with the
Securities and Exchange Commission on November 4, 1993, under Section
12(g) of the Exchange Act.
All documents filed by the Registrant with the Securities and Exchange
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.
II-1
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 23B.08.500 through 23B.08.600 of the Washington Business
Corporation Act authorize a court to award, or a corporation's board of
directors to grant, indemnification to directors and officers on terms
sufficiently broad to permit indemnification under certain circumstances for
liabilities arising under the Securities Act of 1933, as amended. Section 5.5
of the Registrant's Restated Articles of Incorporation and Article 10 of the
Registrant's Restated Bylaws provide for indemnification of the Registrant's
directors, officers, employees and agents to the maximum extent permitted by
Washington law. The directors and officers of the Registrant also may be
indemnified against liability they may incur for serving in that capacity
pursuant to one or more liability insurance policies maintained by the
Registrant for such purpose. The Registrant currently maintains a policy of
directors' and officers' liability insurance with an aggregate coverage limit
of $5 million.
Section 23B.08.320 of the Washington Business Corporation Act
authorizes a corporation to limit a director's liability to the corporation
or its shareholders for monetary damages for acts or omissions as a director,
except in certain circumstances involving intentional misconduct,
self-dealing or illegal corporate loans or distributions, or any transaction
from which the director personally receives a benefit in money, property or
services to which the director is not legally entitled. Section 5.5 of the
Registrant's Restated Articles of Incorporation contains provisions
implementing, to the fullest extent permitted by Washington law, such
limitations on a director's liability to the Registrant and its shareholders.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
<S> <C>
5 Opinion of Graham & James LLP/Riddell Williams P.S.
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 page)
</TABLE>
II-2
<PAGE>
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 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
II-3
<PAGE>
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-4
<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 30, 1998.
ACTIVE VOICE CORPORATION
By /s/ Robert L. Richmond
----------------------------------------------
Robert L. Richmond, Chief Executive Officer
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,
such person's 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 the name and on behalf of such person,
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Robert L. Richmond Chairman of the Board and June 30, 1998
- ------------------------- Chief Executive Officer
Robert L. Richmond (Principal Executive Officer)
/s/ Jose S. David Chief Financial Officer June 30, 1998
- ------------------------- (Principal Financial and
Jose S. David Accounting Officer)
/s/ Tom A. Alberg Director June 30, 1998
- -------------------------
Tom A. Alberg
/s/ Douglas P. Beighle Director June 30, 1998
- -------------------------
Douglas P. Beighle
/s/ Robert C. Greco Director June 30, 1998
- -------------------------
Robert C. Greco
/s/ Harold H. Kawaguchi Director June 30, 1998
- -------------------------
Harold H. Kawaguchi
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
<S> <C>
5 Opinion of Graham & James LLP/Riddell Williams P.S.
23.2 Consent of Ernst & Young LLP, Independent Auditors
</TABLE>
<PAGE>
Exhibit 5
June 30, 1998
(206) 389 1519
Internet
[email protected]
Active Voice Corporation
Suite 500
2901 Third Avenue
Seattle, Washington 98121
RE: FORM S-8 REGISTRATION STATEMENT
Ladies and Gentlemen:
We have acted as counsel to Active Voice Corporation (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 660,000 shares of Common Stock of the Company
(the "Shares") issuable upon exercise of options granted or to be granted under
the Company's 1997 Director Stock Option Plan and 1998 Stock Option Plan, as
amended (the "Plans").
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 Plans will, upon due execution by the Company and the
registration by its registrar 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 Plans, be validly issued, fully paid and
nonassessable.
<PAGE>
Active Voice Corporation
June 30, 1998
Page 2
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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/ Frank C. Woodruff
Frank C. Woodruff
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 660,000 shares of common stock for
the Active Voice Corporation 1997 Director Stock Option Plan and the Active
Voice Corporation 1998 Stock Option Plan, as amended, of our report dated May
18, 1998, 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, 1998, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Seattle, Washington
June 25, 1998
