<PAGE>
As filed with the Securities and Exchange Commission on July 30, 1999
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 Identification No.)
Incorporation or Organization)
2901 Third Avenue, Suite 500
Seattle, Washington 98121-9800
(206) 441-4700
(Address of Principal Executive Offices, Including Zip Code)
-------------------------
Active Voice Corporation
1997 Director Stock Option Plan
(Full Title of the Plan)
-------------------------
Jose S. David, Chief Financial Officer
2901 Third Avenue, Suite 500
Seattle, Washington 98121-9800
(206) 441-4700
(Name, Address and Telephone Number of Agent for Service)
-------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------- ---------------------------- ----------------------------- ------------------------
Title of Securities to Be Proposed Maximum Aggregate Amount of
Registered Amount to be Registered (1) Offering Price (2) Registration Fee
- -------------------------------- ---------------------------- ----------------------------- ------------------------
<S> <C> <C> <C>
Common Stock 24,000 shares $363,000 $100.91
- -------------------------------- ---------------------------- ----------------------------- ------------------------
</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 $15.125 per share
(the average of the high and low sales prices reported by the Nasdaq Stock
Market on July 26, 1999) for the shares issuable upon exercise of options
granted or to be granted under the Plan.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This registration statement relates to 24,000 shares of the
Registrant's Common Stock, no par value, reserved for issuance under the Active
Voice Corporation 1997 Director Stock Option Plan, as amended (the "Plan"). On
June 30, 1998, the Registrant filed an initial Form S-8 Registration Statement
(Registration No. 333-58103) to register 60,000 shares of Common Stock reserved
for issuance under the Plan (and an additional 600,000 shares of Common Stock
reserved for issuance under the Registrant's 1998 Stock Option Plan). The
contents of such Registration Statement are incorporated herein by reference
except as set forth below.
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, 1999, 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, 1999; 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 8. EXHIBITS
II-1
<PAGE>
<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 July 30, 1999.
ACTIVE VOICE CORPORATION
By /s/ Frank J. Costa
--------------------------------------------------
Frank J. Costa, President and 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.
SIGNATURE TITLE DATE
/s/ Frank J. Costa President and Chief July 30, 1999
- ----------------------- Executive Officer
Frank J. Costa (Principal Executive
Officer)
/s/ Jose S. David Chief Financial Officer July 30, 1999
- ----------------------- (Principal
Jose S. David Financial and Accounting
Officer)
/s/ Robert L. Richmond Chairman of the Board July 30, 1999
- -----------------------
Robert L. Richmond
/s/ Tom A. Alberg Director July 30, 1999
- -----------------------
Tom A. Alberg
/s/ Douglas P. Beighle Director July 30, 1999
- -----------------------
Douglas P. Beighle
/s/ Robert C. Greco Director July 30, 1999
- -----------------------
Robert C. Greco
/s/ Harold H. Kawaguchi Director July 30, 1999
- -----------------------
Harold H. Kawaguchi
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
July 30, 1999
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 24,000 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, 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
July 30, 1999
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/ Jonathan A. Eddy
Jonathan A. Eddy
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 24,000 shares of common stock for the
Active Voice Corporation 1997 Director Stock Option Plan of our report dated
May 13, 1999, 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, 1999, filed with the Securities and Exchange
Commission.
/s/ ERNST & YOUNG LLP
Seattle, Washington
July 27, 1999
