<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)
-------------------------
Active Voice Corporation
1996 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)
-------------------------
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 170,000 shares $1,986,875 $586.13
- -------------------------------------------------------------------------------
</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) 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 Plan.
<PAGE>
INTRODUCTION
Pursuant to General Instruction E on Form S-8 regarding the registration of
additional securities, Active Voice Corporation, a Washington corporation (the
"Registrant"), is hereby registering, for issuance pursuant to the Active Voice
Corporation 1996 Stock Option Plan, as amended (the "Plan"), the number of
additional shares of Common Stock, no par value, set forth on the cover page of
this Registration Statement. Such shares are of the same class as other
securities of the Registrant for which the Registrant has previously filed a
Registration Statement on Form S-8 relating to the Plan (File No. 333-21739),
the contents of which previously filed Registration Statement are hereby
incorporated by reference.
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
II-1
<PAGE>
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
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 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>
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-3
<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 170,000 shares of Common Stock of the Company
(the "Shares") issuable upon exercise of options granted or to be granted under
the Company's 1996 Stock Option Plan, as amended (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 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 Plan, 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 170,000 shares of common stock for
the Active Voice Corporation 1996 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
291/29704.01
062998/1101/45611.00001
