<PAGE>
As filed with the Securities and Exchange Commission on September 20, 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
1996 Employee Stock Purchase 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
- -------------------------------------------------------------------------------
Title of Securities Amount to Proposed Maximum Amount of
to Be Registered be Registered (1) Aggregate Offering Registration Fee
Price (2)
- -------------------------------------------------------------------------------
Common Stock 200,000 shares $2,987,500 $830.53
- -------------------------------------------------------------------------------
(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 $14.9375
($14-15/16) per share (the average of the high and low sales prices
reported by the Nasdaq Stock Market on September 15, 1999) for the shares
issuable under the Plan.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This registration statement relates to 200,000 shares of the
Registrant's Common Stock, no par value, reserved for issuance under the
Active Voice Corporation 1996 Employee Stock Purchase Plan, as amended (the
"Plan"). On July 1, 1996, the Registrant filed an initial Form S-8
Registration Statement (Registration No. 333-07331) to register 150,000
shares of Common Stock reserved for issuance under the 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.
II - 1
<PAGE>
ITEM 8. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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)
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 September 20,
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
Frank J. Costa 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 Executive September 20, 1999
- ------------------------ Officer (Principal Executive
Frank J. Costa Officer)
/s/ Jose S. David Chief Financial Officer September 20, 1999
- ------------------------ (Principal Financial and
Jose S. David Accounting Officer)
/s/ Robert L. Richmond Chairman of the Board September 20, 1999
- ------------------------
Robert L. Richmond
/s/ Tom A. Alberg Director September 20, 1999
- ------------------------
Tom A. Alberg
Director September __, 1999
- ------------------------
Douglas P. Beighle
/s/ Robert C. Greco Director September 20, 1999
- ------------------------
Robert C. Greco
/s/ Harold H. Kawaguchi Director September 20, 1999
- ------------------------
Harold H. Kawaguchi
II - 3
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
5 Opinion of Graham & James LLP/Riddell Williams P.S.
23.2 Consent of Ernst & Young LLP, Independent Auditors
<PAGE>
Exhibit 5
September 20, 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 200,000 shares of Common Stock of
the Company (the "Shares") issuable under the Company's 1996 Employee Stock
Purchase 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.
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 200,000 shares of common stock
for the Active Voice Corporation 1996 Employee Stock Purchase 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
---------------------
ERNST & YOUNG LLP
Seattle, Washington
September 20, 1999
