<PAGE>
As filed with the Securities and Exchange Commission on November 17, 2000
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
1998 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 300,000 shares $5,821,875 $1,536.98
====================================================================================================================
</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 $19.40625 per share
(the average of the high and low sales prices reported by the Nasdaq Stock
Market on November 14, 2000) 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
This registration statement relates to 300,000 shares of the
Registrant's Common Stock, no par value, reserved for issuance under the
Active Voice Corporation 1998 Stock Option Plan, as amended (the "Plan"). On
June 30, 1998, the Registrant filed a Form S-8 Registration Statement
(Registration No. 333-58103) to register 120,000 shares of Common Stock
reserved for issuance under the 1997 Director Stock Option Plan (the
"Director Plan") and 1,200,000 shares of Common Stock reserved for issuance
under the Plan. On July 30, 1999 the Registrant filed a Form S-8 Registration
Statement (Registration No. 333-84059) to register an additional 48,000
shares of Common Stock reserved for issuance under the Director Plan. On
June 30, 2000 the Registrant filed a Form S-8 Registration Statement
(Registration No. 333-40550) to register an additional 800,000 shares of Common
Stock reserved for issuance under the Plan. The contents of such Registration
Statements 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, 2000, 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, 2000; 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
II - 1
<PAGE>
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
EXHIBIT
NUMBER DESCRIPTION
5 Opinion of Riddell Williams P.S.
23.1 Consent of 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 November 17, 2000.
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Frank J. Costa President and Chief Executive Officer November 17, 2000
---------------------------------------- (Principal Executive Officer) and
Frank J. Costa Director
/s/ Jose S. David Chief Financial Officer (Principal November 17, 2000
---------------------------------------- Financial and Accounting Officer)
Jose S. David
/s/ Robert L. Richmond Chairman of the Board November 17, 2000
----------------------------------------
Robert L. Richmond
/s/ Tom A. Alberg Director November 17, 2000
----------------------------------------
Tom A. Alberg
/s/ Douglas P. Beighle Director November 17, 2000
----------------------------------------
Douglas P. Beighle
/s/ Robert C. Greco Director November 17, 2000
----------------------------------------
Robert C. Greco
/s/ Harold H. Kawaguchi Director November 17, 2000
----------------------------------------
Harold H. Kawaguchi
</TABLE>
II - 3
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
5 Opinion of Riddell Williams P.S.
23.2 Consent of Ernst & Young LLP, Independent Auditors
