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As filed with the Securities and Exchange Commission on December 30, 1999
Registration No. 333-_________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
T-NETIX, INC.
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(Exact Name of Registrant as Specified in its Charter)
Colorado 84-1037352
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(State or Other (IRS Employer
Jurisdiction of Identification
Incorporation or Organization) Number)
67 Inverness Drive East, Englewood, CO 80112
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(Address of Principal Executive Offices)
T-NETIX, INC. 1993 INCENTIVE STOCK OPTION PLAN
T-NETIX, INC. NON-QUALIFIED STOCK OPTION PLAN
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(Full Title of Plan)
Alvyn Schopp Copies to:
Chief Executive Officer and President ------------------------------
T-NETIX, Inc. Herbert H. Davis III, Esq.
67 Inverness Drive East Rothgerber Johnson & Lyons LLP
Englewood, Colorado 80112 1200 17th Street, Suite 3000
- -------------------------------------- Denver, Colorado 80202
(Name and Address of Agent for Service) (303) 623-9000
(303) 790-9111
- ---------------------------------------
(Telephone Number of Agent for Service)
CALCULATION OF REGISTRATION FEE
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Proposed Maximum
Proposed Maximum Aggregate Amount of
Title of Securities Amount to be Offering Price Offering Registration
to be Registered Registered Per Share Price Fee
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Common Stock 252,211 $4.3438(2) $1,095,541.531(2) $289.23
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this Registration Statement also covers an indeterminate number of
shares which by reason of certain events specified in the plan may become
subject to the plan.
(2) Pursuant to Rule 457 under the Securities Act of 1933, as amended, the
proposed maximum offering price per share and the proposed maximum
aggregate offering price are estimated solely for purposes of calculating
the registration fee and are based upon the average of the high and low
prices of the Common Stock as quoted on the Nasdaq National Market on
December 27, 1999.
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TABLE OF CONTENTS
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Page
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT.................. II - 1
Item 3. Incorporation of Documents by Reference.................... II - 1
Item 5. Interests of Named Experts and Counsel..................... II - 1
Item 6. Indemnification of Directors and Officers.................. II - 2
Item 8. Exhibits................................................... II - 2
Item 9. Undertakings............................................... II - 2
SIGNATURES................................................................... II - 4
EXHIBIT INDEX................................................................ II - 6
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, all of which were previously filed by T-NETIX,
Inc. (the "Company") (No. 0-25016) with the Commission pursuant to the
Securities Exchange Act of 1934, as amended ("Exchange Act"), are hereby
incorporated by reference:
(a) the Company's Annual Report on Form 10-K/A for the year ended July 31,
1998;
(b) (1) the Company's Transition Report on Form 10-QT/A for the
transitional period ended December 31, 1998;
(2) the Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1999, June 30, 1999 and September 30, 1999;
(3) the Company's Current Reports on Form 8-K filed on January 12, 1999
(as amended by the Company's Current Reports on Form 8-K/A filed on March 15,
1999 and May 11, 1999), March 3, 1999 and June 23, 1999; and
(c) the description of the common stock of the Company, par value $0.01
(the "Company Stock"), contained in the Company's Registration Statement on Form
8-A, filed by the Company under Section 12 of the Exchange Act.
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold
shall be deemed to be incorporated in this Registration Statement by reference
and to be a part hereof from the date of filing such documents. Any statement
contained herein or in a document, all or a portion of which is incorporated or
deemed to be 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 in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or replaces such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the Company Stock registered pursuant to this
Registration Statement will be passed upon for the Company by the law firm of
Rothgerber Johnson & Lyons LLP, One Tabor Center, Suite 3000, 1200 17th Street,
Denver, Colorado 80202, which has served as special counsel to the Company in
the preparation of this Registration Statement. No members of this law firm have
a substantial interest in the Company or are employed on a contingent basis by
the Company.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 7-109-101 et seq. of the Colorado Business Corporation Act
empowers a Colorado corporation to indemnify its directors, officers, employees
and agents under certain circumstance, as well as providing for the elimination
of personal liability of directors and officers of a Colorado corporation for
monetary damages.
Article IX(A) of the Articles of Incorporation of the Registrant reads
as follows:
"To the fullest extent permitted by the laws of the State of Colorado,
as the same now exists or may hereafter be amended, the Corporation shall
indemnify its directors and officers. Other employees, trustees and agents of
the Corporation may be indemnified by the Corporation upon such terms and
conditions consistent with applicable law, as the board of directors deems
appropriate."
Article IX(G) of the Articles of Incorporation of the Registrant reads
as follows:
"To the fullest extent permitted by the laws of the State of Colorado,
as the same now exists or may hereafter be amended, no director of the
Corporation shall be personally liable to the Corporation or to its shareholders
for monetary damages for breach of fiduciary duty as a director."
ITEM 8. EXHIBITS
The Company hereby undertakes that it has submitted or will submit any
of the Plans intended to be qualified under Section 401 of the Internal Revenue
Code and any amendment thereto to the Internal Revenue Service (the "IRS") in a
timely manner and has made or will make all changes required by the IRS in order
to qualify the Plans.
The following exhibits are attached to this registration statement:
4.1 T-NETIX, Inc. 1993 Incentive Stock Option Plan*
4.2 T-NETIX, Inc. Non-Qualified Stock Option Plan**
5 Opinion of Rothgerber Johnson & Lyons LLP
23.1 Consent of KPMG LLP
23.2 Consent of Dempsey & Russell, P.C.
23.3 Consent of Rothgerber Johnson & Lyons LLP (included in Exhibit
5 hereto)
24 Power of Attorney (included in signature page hereof)
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* Incorporated by Reference from Exhibit 4.2 to Form S-8 filed May 23, 1995,
SEC File No. 33-92642.
** Incorporated by Reference from Exhibit 4.3 to Form S-8 filed May 23, 1995,
SEC File No. 33-92642.
ITEM 9. UNDERTAKINGS
(a) Rule 415 Offering
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(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.
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(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 such 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 which remain unsold at the termination of
the offering.
(b)Filings Incorporating Subsequent Exchange Act Documents by Reference
The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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.
(h) Filing of Registration Statement on FormS-8
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company 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 whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of 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 Englewood and the State of Colorado, on this 29th day
of December, 1999.
T-NETIX, INC.
By: /s/ Alvyn A. Schopp
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Alvyn A. Schopp, Chief
Executive Officer and President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Alvyn A.
Schopp and John Giannaula, and each of them, as attorneys-in-fact, each with the
power of substitution, for him in any and all capacities, to sign any amendments
to this Registration Statement and to file the same, with exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting to said attorney-in-fact, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact, or any one of them, or their or his substitute or
substitutes, may lawfully do or causes to be done by virtue hereof.
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Signature Title Date
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/s/ Alvyn A. Schopp President/Chief Executive Officer/ December 29, 1999
- ------------------------------------------- Director
Alvyn A. Schopp
/s/ John Giannaula Vice President of Finance/Secretary December 29, 1999
- ------------------------------------------- (Principal Accounting and
John Giannaula Financial Officer)
/s/ Richard E. Cree Chief Operating Officer/Director December 29, 1999
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Richard E. Cree
/s/ Daniel M. Carney Chairman of the Board December 29, 1999
- -------------------------------------------
Daniel M. Carney
/s/ Robert A. Geist Director December 29, 1999
- -------------------------------------------
Robert A. Geist
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Signature Title Date
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/s/ Martin T. Hart Director December 29, 1999
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Martin T. Hart
/s/ Daniel J. Taylor Director December 29, 1999
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Daniel J. Taylor
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EXHIBIT INDEX
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Exhibit No. Description
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4.1 T-NETIX, Inc. 1993 Incentive Stock Option Plan*
4.2 T-NETIX, Inc. Non-Qualified Stock Option Plan**
5 Opinion of Rothgerber Johnson & Lyons LLP
23.1 Consent of KPMG LLP
23.2 Consent of Dempsey & Russell, P.C.
23.3 Consent of Rothgerber Johnson & Lyons LLP (included in
Exhibit 5 hereto)
24 Power of Attorney (included in signature page hereof)
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* Incorporated by Reference from Exhibit 4.2 of Form S-8 filed May 23, 1995,
SEC File No. 33-92642.
** Incorporated by Reference from Exhibit 4.3 of Form S-8 filed May 23, 1995,
SEC File No. 33-92642.
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EXHIBIT 5
December 29, 1999
T-NETIX, Inc.
67 Inverness Drive East, Suite 100
Englewood, Colorado 80112
Ladies and Gentlemen:
You have requested our opinion in connection with the Registration
Statement on Form S-8 (the "Registration Statement") which is expected to be
filed by T-NETIX, Inc. (the "Company") on or about December 30, 1999, with
respect to the offer and sale of 252,211 additional shares of the Company's
common stock ("Company Stock"), issuable under the Company's 1993 Incentive
Stock Option Plan and Non-Qualified Stock Option Plan (the "Plans") as described
in the Registration Statement.
We have examined such records and documents and have made such
investigations of law as we have deemed necessary under the circumstances. Based
on that examination and investigation, it is our opinion that the shares of
Company Stock referred to above will be, when sold in accordance with the Plans
and in the manner described in the Registration Statement, validly issued, fully
paid and non-assessable.
We consent to the use in the Registration Statement of our name and the
statement with respect to our firm under the heading of "Interests of Named
Experts and Counsel."
Sincerely yours,
ROTHGERBER JOHNSON & LYONS LLP
/s/ Rothgerber Johnson & Lyons LLP
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
T-NETIX, Inc.
We consent to the incorporation by reference in T-NETIX, Inc.'s registration
statement on Form S-8 dated December 30, 1999, of our report dated October 18,
1998, relating to the consolidated balance sheets of T-NETIX, Inc. and
subsidiaries as of July 31, 1998 and 1997, and the related consolidated
statements of operations, stockholders' equity and cash flows for the three
years then ended, which report appears in the July 31, 1998 Annual Report on
Form 10-K of T-NETIX, Inc.
/s/ KPMG LLP
Denver, Colorado
December 29, 1999
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EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
T-NETIX, Inc.
We consent to the incorporation by reference in T-NETIX, Inc.'s registration
statement on Form S-8 dated December 30, 1999, of our report dated February 28,
1999, relating to the balance sheets of Cell-Tel Monitoring, Inc. as of December
31, 1998 and 1997, and the related consolidated statements of operations,
shareholders' equity and cash flows for the three years ended December 31, 1998,
which report appears in the Amended Current Report on Form 8-K/A of T-NETIX,
Inc. filed on March 15, 1999.
/s/ Dempsey & Russell, P.C.
December 29, 1999
