UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 1, 2007
Intervoice, Inc.
(Exact name of registrant as specified in its charter)
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| Texas
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001-15045
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75-1927578 |
| (State or other jurisdiction
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(Commission
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(IRS Employer |
| of incorporation)
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File Number)
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Identification No.) |
17811 Waterview Parkway,
Dallas, Texas 75252
(Address, including zip code, of principal executive offices)
Registrant’s telephone number, including area code: (972) 454-8000
Not applicable
(Former name or former address, if changed since last report)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01. Entry into Material Definitive Agreement
On July 1, 2007, Intervoice, Inc. (the “Company”) and David W. Brandenburg entered into
Amendment No. 1 (the “Amendment”) to the Board Representation and Governance Agreement (the
“Governance Agreement”). The Amendment provides, among other things, for Michael J. Willner to
replace Daniel D. Hammond as of one of the three “Brandenburg Nominees” on the Board of Directors
of the Company. This summary is qualified in its entirety by reference to the Amendment, which is
attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers
On July 2, 2007 the Company issued a press release (the “Press Release”) announcing that the
Board of Directors elected Michael J. Willner as a director of the Company pursuant to the
arrangement between the Company and Mr. Brandenburg set forth in the Governance Agreement, as
amended by the Amendment. The Governance Agreement is described in, and filed as an exhibit to,
the Company’s Current Report on Form 8-K dated June 25, 2007, which is incorporated herein by
reference. Mr. Willner was also elected Vice Chair of the Board and appointed to the Compensation
Committee and as a member and Chair of the Finance and Strategic Planning Committee. In addition,
the Board nominated Mr. Willner for election as a director at the 2007 annual meeting of
shareholders of the Company. Mr. Willner will replace Daniel D. Hammond on the Board and as a
director nominee at the 2007 annual meeting. On July 1, 2007, due to personal reasons and business
commitments, Mr. Hammond resigned from the Board and withdrew his name as a nominee for election as
a director of the Company at the 2007 annual meeting. This summary is qualified by reference to
the Press Release, which is attached to this Current Report on Form 8-K as Exhibit 99.1 and
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Shell Company Transactions.
Not applicable.