As filed with the Securities and Exchange Commission on August 30, 1996
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Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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APPLIED VOICE TECHNOLOGY, INC.
(Exact name of Registrant as specified in its charter)
Washington 91-1190085
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
11410 N.E. 122nd Way
Kirkland, Washington 98034
(Address of Principal Executive Offices)(Zip Code)
1989 RESTATED STOCK OPTION PLAN
(Full title of the plan)
RICHARD J. LAPORTE
Applied Voice Technology, Inc.
Chairman, President and Chief Executive Officer
11410 N.E. 122nd Way; Kirkland, Washington 98034;(206) 820-6000
(Name, address and telephone number of agent for service)
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Copy to:
CHARLES J. KATZ, JR.;Perkins Coie 1201 Third Avenue, 40th Floor
Seattle, Washington 98101-3099
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CALCULATION OF REGISTRATION FEE
- ------------ ------------ ------------- ----------- ------------------
Title of Number to Proposed Proposed
Securities Offering Maximum Maximum
to Be Price Aggregate Offering Amount of
Registered Registered Per Share(1) Price(1) Registration Fee
- ------------ ----------- --------------- ------------ -----------------
Common Stock,
par value
$.01 per
share. 700,000 $11.94 $8,358,000 $2,883
- ------------ ----------- --------------- ------------ ------------------
- -------------------------------------------------------------------------
(1) Estimated pursuant to Rule 457(c) solely for the purpose of calculating the
amount of the registration fee. The price per share is estimated to be $11.94
based on the average of the high and low price for the Common Stock in the
over-the-counter market on August 26, 1996 as reported by the Nasdaq National
Market.
(2) Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant to the
1989 Restated Stock Option Plan as the result of any future stock split, stock
dividend or similar adjustment of the outstanding Common Stock of the Company.
<PAGE>
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are hereby incorporated by reference in this
Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1995,
(b) All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
since the end of the fiscal year covered by the Annual Report referred to in (a)
above; and
(c) The description of the Registrant's Common Stock contained in the
Registration Statement on Form 8-A filed with the Commission on November 15,
1994, under Section 12 of the Exchange Act, including any amendments or reports
filed for the purpose of updating such description.
All documents filed by the Registrant pursuant to Section 13(a), 13(c),
14 and 15(d) of the Exchange Act, after the date hereof and prior to the filing
of a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities covered hereby then remaining
unsold, shall also be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof commencing on the respective
dates on which such documents are filed.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 23.B.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 (the
"Securities Act"). Section 10 of the Registrant's Restated Bylaws provides for
indemnification of the Registrant's directors, officers, employees and agents to
the maximum extent permitted by Washington law.
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 transactions from which the
director personally receives a benefit in money, property or services to which
the director is not entitled. Article 11 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.
The Registrant has also entered into indemnity agreements pursuant to
which it has agreed, among other things, to indemnify its directors and
executive officers against certain liabilities. In addition, the Registrant has
secured an insurance policy on behalf of its directors and executive officers
for any liability arising out of his or her actions in such capacity.
II-1
<PAGE>
Item 8. EXHIBITS
Exhibit
Number Description
- ----------------------- ------------------------------------------------------
5.1 Opinion of Perkins Coie regarding legality of the
Common Stock being registered
23.1 Consent of Arthur Andersen LLP (see page II-5)
23.2 Consent of Perkins Coie (included in opinion filed as
Exhibit 5.1)
24.1 Power of Attorney (see Signature Page)
99.1* 1989 Restated Stock Option Plan (as Restated and
Amended on August 4, 1995 and February 1, 1996)
* Filed with the Commission as Appendix A to the Company's proxy statement,
dated April 16, 1996, and is incorporated herein by reference.
Item 9. UNDERTAKINGS
A. The undersigned Registrant hereby undertakes:
(1) To file during any period in which offers or sales are being made,
post-effective amendment to this Registration Statement.
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act, 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. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefits plan's annual
report pursuant to
II-2
<PAGE>
Section 15(d) of the Exchange Act) that is incorporated by reference in this
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.
C. Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
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 Registrant 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 Securities Act and will be governed by the final
adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant 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 Kirkland, State of Washington, on the 30th day of
August, 1996.
APPLIED VOICE TECHNOLOGY, INC.
Richard J. LaPorte
By ________________________________
Richard J. LaPorte
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below authorizes and appoints
Richard J. LaPorte and Roger A. Fukai, or either of them, his attorneys-in-fact,
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, hereby ratifying and confirming all that said
attorneys-in-fact, or their substitute or substitutes, may do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons on
the 30th day of August, 1996 in the capacities indicated.
Signatures Title
------------------------------------------- -----------------------------
President, Chief Executive
Richard J. LaPorte Officer and Director
------------------------------------- (Principal Executive Officer)
Richard J. LaPorte
Senior Vice President of
Finance and Administration
and Chief Financial Officer
(Principal Financial and
Roger A. Fukai Accounting Officer)
-------------------------------------
Roger A. Fukai
James S. Campbell
------------------------------------- Director
James S. Campbell
Dennis F. King
------------------------------------- Director
Dennis F. King
Robert L. Lovely
------------------------------------- Director
Robert L. Lovely
William L. True
------------------------------------- Director
William L. True
II-4
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
As independent public accountants, we hereby consent to the incorporation
by reference in the Registration Statement on Form S-8 pertaining to the Applied
Voice Technology, Inc. 1989 Restated Stock Option Plan of our report dated
January 24, 1996 with respect to the financial statements of Applied Voice
Technology, Inc. included in its Annual Report on Form 10-K for the year ended
December 31, 1995, filed with the Securities and Exchange Commission.
Arthur Andersen LLP
Seattle, Washington
August 30, 1996
II-5
<PAGE>
INDEX TO EXHIBITS
Exhibit Description
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5.1 Opinion of Perkins Coie regarding legality of the
Common Stock being registered
23.1 Consent of Arthur Andersen LLP (See page II-5)
23.2 Consent of Perkins Coie (included in opinion
filed as Exhibit 5.1)
24.1 Power of Attorney (see Signature Page)
99.1* 1989 Restated Stock Option Plan (as Restated
and Amended on August 4, 1995 and
February 1, 1996)
* Filed with the Commission as Appendix A to the Company's proxy statement,
dated April 16, 1996, and is incorporated herein by reference.
II-6
August 19, 1996
Applied Voice Technology, Inc.
11410 N.E. 122nd Way
Kirkland, WA 98034
Re: Registration Statement on Form S-8
Gentlemen and Ladies:
We have acted as counsel to you in connection with the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Act"), which you are filing with the
Securities and Exchange Commission with respect to 700,000 shares of Common
Stock, $.01 par value (the "Shares"), which may be issued upon the exercise of
stock options granted or to be granted pursuant to the Applied Voice Technology
1989 Restated Stock Option Plan (the "Plan").
We have examined the Registration Statement and such documents and
records of the Company and other documents as we have deemed necessary for the
purpose of this opinion. In giving this opinion, we are assuming the
authenticity of all instruments presented to us as originals, the conformity
with originals of all instruments presented to us as copies and the genuineness
of all originals.
Based upon and subject to the foregoing, we are of the opinion that the
Shares that may be issued upon the exercise of stock options granted or to be
granted pursuant to the Plan have been duly authorized and that, upon the due
execution by the Company and the registration by its registrars of the Shares
and the sale thereof by the Company in accordance with the terms of the Plan,
and the receipt of the consideration therefor in accordance with the terms of
the Plan, the Shares will 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,
Perkins Coie
