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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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INTERVOICE, INC.
(Exact name of registrant as specified in its charter)
TEXAS 75-1927578
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
17811 WATERVIEW PARKWAY 75252
DALLAS, TEXAS (Zip Code)
(Address of Principal Executive Offices)
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INTERVOICE, INC. EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plan)
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ROB-ROY J. GRAHAM Copy to:
EXECUTIVE VICE PRESIDENT, DAVID E. MORRISON
CHIEF FINANCIAL OFFICER AND SECRETARY FULBRIGHT & JAWORSKI, L.L.P.
INTERVOICE, INC. 2200 ROSS AVENUE
17811 WATERVIEW PARKWAY SUITE 2800
DALLAS, TEXAS 75252 DALLAS, TEXAS 75201
(Name and address of agent for service) (214) 855-8000
(972) 454-8712
(Telephone number, including
area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Title of Proposed Proposed Maximum Amount
Securities Amount Maximum Aggregate of
to be to be Offering Price Offering Registration
Registered (1) Registered (2) per Share (3) Price (3) Fee
-------------------------- ---------------------- --------------------- ---------------------- ----------------------
Common Stock,
no par value 500,000 shares $1.39 $695,000 $63.94
per share
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(1) This registration statement also covers an equal number of Preferred Share
Purchase Rights issuable pursuant to Intervoice, Inc.'s Rights Agreement,
which rights will be transferable only with related shares of Common Stock.
(2) Pursuant to Rule 416, shares issuable upon any stock split, stock dividend
or similar transaction with respect to these shares are also being
registered hereunder.
(3) Estimated solely for the purposes of determining the registration fee
pursuant to Rule 457(h) on the basis of the average of the high and low
prices for the Common Stock ($1.39) as reported on the Nasdaq National
Market on November 14, 2002.
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Documents Incorporated by Reference.
The contents of the Registration Statement (the "Prior Registration
Statement") of Intervoice, Inc. (the "Registrant") on Form S-8, Registration No.
333-68103, filed with the Securities and Exchange Commission on November 30,
1998, including the documents incorporated by reference therein, are
incorporated by reference into this Registration Statement.
Amendments to the Plan.
On June 20, 2002, the Board of Directors of the Registrant adopted
amendments to the Registrant's Employee Stock Purchase Plan (the "Plan") that
increased from 1,000,000 to 1,500,000 the aggregate number of shares of the
Registrant's common stock, no par value per share ("Common Stock"), reserved for
issuance under the Plan. The amendment was approved by the shareholders of the
Registrant on August 28, 2002.
Exhibits.
In addition to the exhibits filed or incorporated by reference into the
Prior Registration Statement, the following documents are filed as exhibits to
this Registration Statement.
4.1 Intervoice, Inc. Employee Stock Purchase Plan, as amended.
5.1 Opinion of Fulbright & Jaworski, L.L.P., regarding 500,000
shares of Common Stock.
24.1 Consent of Ernst & Young, L.L.P., independent public
accountants, to incorporation of report by reference.
24.2 Consent of counsel (included in the opinion Fulbright &
Jaworski, L.L.P., filed herewith as Exhibit 5.1).
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Dallas and State of Texas on the
20th day of November, 2002.
INTERVOICE, INC.
(Registrant)
By: /s/ DAVID W. BRANDENBURG
-------------------------------
David W. Brandenburg
Chairman of the Board of Directors
and Chief Executive Officer
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 date indicated. The undersigned persons hereby
constitute and appoint David W. Brandenburg and Rob-Roy J. Graham, or
either of them, as our true and lawful attorneys-in-fact with full power to
execute in our name and on our behalf in the capacities indicated below any
and all amendments to this Registration Statement to be filed with the
Securities and Exchange Commission and hereby ratify and confirm that all
such attorneys-in-fact shall lawfully do or cause to be done by virtue
hereof.
Signature Title Date
--------- ----- ----
/s/ DAVID W. BRANDENBURG Chairman of the Board of Directors November 20, 2002
---------------------------------- and Chief Executive Officer
David W. Brandenburg
/s/ ROB-ROY J. GRAHAM Executive Vice President, Chief
---------------------------------- Financial Officer and Secretary November 20, 2002
Rob-Roy J. Graham (Principal Financial Officer and
Principal Accounting Officer)
/s/ JOSEPH J. PIETROPAOLO Director November 20, 2002
----------------------------------
Joseph J. Pietropaolo
/s/ GEORGE C. PLATT Director November 20, 2002
----------------------------------
George C. Platt
Director November __, 2002
----------------------------------
Grant A. Dove
/s/ JACK P. REILY Director November 20, 2002
----------------------------------
Jack P. Reily
/s/ GERALD F. MONTRY Director November 20, 2002
----------------------------------
Gerald F. Montry
INDEX TO EXHIBITS
Exhibit Number Exhibit
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4.1 Intervoice, Inc. Employee Stock Purchase Plan, as amended.
5.1 Opinion of Fulbright & Jaworski, L.L.P., regarding 500,000
shares of Common Stock.
24.1 Consent of Ernst & Young, independent public accountants, to
incorporation of report by reference.
24.2 Consent of counsel (included in the opinion of Fulbright &
Jaworski, L.L.P., filed herewith as Exhibit 5.1).