As filed with the Securities and Exchange Commission on June 17, 2008
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INTERACTIVE INTELLIGENCE, INC.
(Exact name of registrant as specified in its charter)
Indiana (State or other jurisdiction of incorporation or organization) | 35-1933097 (I.R.S. Employer Identification No.) | |
7601 Interactive Way Indianapolis, IN 46278 (Address of principal executive offices, including zip code) | ||
| INTERACTIVE INTELLIGENCE, INC. 2006 EQUITY INCENTIVE PLAN | ||
| (Full title of the Plan) | ||
Stephen R. Head
Chief Financial Officer,
Vice President of Finance and Administration,
Secretary and Treasurer
Interactive Intelligence, Inc.
7601 Interactive Way
Indianapolis, Indiana 46278
(Name and address of agent for service)
(317) 872-3000
(Telephone number, including area code, of agent for service)
Copy to:
Janelle Blankenship
Baker & Daniels LLP
600 E. 96th Street, Suite 600
Indianapolis, Indiana 46240
(317) 569-9600
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check One):
| Large accelerated filer | r | Accelerated filer | R | |
| Non-accelerated filer | r (Do not check if a smaller reporting company) | Smaller reporting company | r | |
CALCULATION OF REGISTRATION FEE
| Title of securities to be registered | Amount to be registered (1) | Proposed maximum offering price per share | Proposed maximum aggregate offering price | Amount of registration fee | |||||||||||||||
Common Stock, $0.01 par value per share | 900,000 | $ | 13.375 | (2) | $ | 12,037,500.00 | (2) | $ | 473.07 | (2) | |||||||||
| (1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement also registers additional shares of Common Stock as may be offered or issued to prevent dilution resulting from stock splits, stock dividends and similar transactions. |
| (2) | Estimated solely for purposes of calculating the registration fee and computed in accordance with Rule 457(c) and (h) under the Securities Act using the average of the high and low sale prices of the Common Stock as reported by The NASDAQ Global Market on June 13, 2008. |
STATEMENT PURSUANT TO GENERAL INSTRUCTION E
OF FORM S-8 "REGISTRATION OF ADDITIONAL SECURITIES"
This Registration Statement relates to the registration of 900,000 additional shares of Common Stock, $0.01 par value per share, of Interactive Intelligence, Inc. (the "Registrant") reserved for issuance and delivery under the Registrant's 2006 Equity Incentive Plan, as amended (the "2006 Plan"). The increase in the number of shares authorized to be issued under the 2006 Plan was approved by the Registrant's shareholders on May 30, 2008. Pursuant to a Form S-8 Registration Statement filed by the Registrant on May 24, 2006, which Form S-8 Registration Statement included (i) a new registration statement, (ii) a Post-Effective Amendment No. 1 to the Registrant's registration statement on Form S-8 (File No. 333-87919), as filed with the Securities and Exchange Commission on September 28, 1999, and (iii) a Post-Effective Amendment No. 1 to the Registrant's registration statement on Form S-8 (File No. 333-116006), as filed with the Securities and Exchange Commission on May 28, 2004, the Registrant has previously registered 4,950,933 shares of Common Stock reserved for issuance under the 2006 Plan. The contents of that Form S-8 Registration Statement (File No. 333-134427) are incorporated herein by reference pursuant to General Instruction E to the Form S-8.
SIGNATURES
The Registrant. 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 Indianapolis, State of Indiana, on June 17, 2008.
| Interactive Intelligence, Inc. (Registrant). | |||
| By: | /s/ Donald E. Brown, M.D. | ||
| Donald E. Brown, M.D. | |||
| Chairman, President and Chief Executive Officer | |||
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, each person whose signature appears below hereby authorizes Donald E. Brown, M.D. and Stephen R. Head, each with full power of substitution, to execute in the name and on behalf of such person any amendment to this Registration Statement, including post-effective amendments, and any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933 and to file the same, with exhibits thereto, and other documents in connection therewith, making such changes in this Registration Statement as the Registrant deems appropriate, and appoints each of Donald E. Brown, M.D. and Stephen R. Head, each with full power of substitution, attorney-in-fact to sign any amendment to this Registration Statement, including post-effective amendments, and any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933 and to file the same, with exhibits thereto, and other documents in connection therewith.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in their respective capacities and on the respective dates indicated opposite their names.
| Signature | Title | Date | ||
/s/ Donald E. Brown, M.D. Donald E. Brown, M.D. | Chairman, President and Chief Executive Officer and Director (Principal Executive Officer) | June 17, 2008 | ||
/s/ Stephen R. Head Stephen R. Head | Chief Financial Officer, Vice President of Finance and Administration, Secretary and Treasurer (Principal Financial Officer and Principal Accounting Officer) | June 17, 2008 | ||
/s/ Edward L. Hamburg, Ph.D. Edward L. Hamburg, Ph.D | Director | June 17, 2008 | ||
/s/ Michael C. Heim Michael C. Heim | Director | June 17, 2008 | ||
/s/ Mark E. Hill Mark E. Hill | Director | June 17, 2008 | ||
/s/ Samuel F. Hulbert, Ph.D. Samuel F. Hulbert, Ph.D. | Director | June 17, 2008 | ||
/s/ Richard A. Reck Richard A. Reck | Director | June 17, 2008 |
INDEX TO EXHIBITS | |||||||||||||||
Incorporated by Reference | |||||||||||||||
| Exhibit Number | Exhibit Description | Form | Exhibit | Filing Date | Filed Herewith | ||||||||||
| 4.1 | Restated Articles of Incorporation of the Company, as currently in effect | S-1 (Registration No. 333-79509) | 3.1 | 5/28/1999 | |||||||||||
| 4.2 | Amended By-Laws of the Company, as currently in effect | 8-K | 3.2 | 8/21/2007 | |||||||||||
| 5 | Opinion of Baker & Daniels LLP | X | |||||||||||||
| 23.1 | Consent of KPMG LLP | X | |||||||||||||
| 23.2 | Consent of Baker & Daniels LLP (included in the Opinion of Baker & Daniels LLP filed as Exhibit 5) | X | |||||||||||||
| 24 | Powers of Attorney (included on the Signature Page of this Registration Statement) | X | |||||||||||||
| 99 | Interactive Intelligence, Inc. 2006 Equity Incentive Plan, As Amended May 30, 2008 | 8-K | 10.33 | 6/4/2008 | |||||||||||