As filed with the Securities and Exchange Commission on June 29, 2016
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 GROUP, INC.
(Exact name of registrant as specified in its charter)
| Indiana | 45-1505676 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
7601 Interactive Way, Indianapolis, IN (Address of Principal Executive Offices) | 46278 (Zip Code) | |
INTERACTIVE INTELLIGENCE GROUP, INC. 2006 EQUITY INCENTIVE PLAN
(Full title of the plan)
Ashley A. Vukovits
Chief Financial Officer, Senior Vice President of Administration,
Secretary and Treasurer
Interactive Intelligence Group, 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
Faegre 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 definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☑ Accelerated filer ☐
Non-accelerated filer ☐ (do not check if a smaller reporting company) Smaller reporting company ☐
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered | Amount to be Registered (1) | Proposed Maximum Offering Price Per Share (2) | Proposed Maximum Aggregate Offering Price (2) | Amount of Registration Fee (2) |
| Common Stock, $0.01 par value per share | 2,600,000 | $40.09 | $104,234,000 | $10,496.37 |
(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 the purpose 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 sales prices of the Common Stock as reported by The NASDAQ Global Select Market on June 24, 2016. |
STATEMENT PURSUANT TO GENERAL INSTRUCTION E
OF FORM S-8 “REGISTRATION OF ADDITIONAL SECURITIES”
This Registration Statement relates to the registration of 2,600,000 additional shares of Common Stock, $0.01 par value per share, of Interactive Intelligence Group, Inc., as the successor registrant to Interactive Intelligence, Inc. (“ININ Group” or the “Registrant”) reserved for issuance and delivery under the Interactive Intelligence Group, Inc. 2006 Equity Incentive Plan, as amended and assumed by ININ Group (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 18, 2016. Pursuant to (a) 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, and which Form S-8 Registration Statement was amended on July 12, 2011; (b) a Form S-8 Registration Statement filed by the Registrant on June 17, 2008 and amended on July 12, 2011; (c) a Form S-8 Registration Statement filed by the Registrant on June 11, 2010 and amended on July 12, 2011; and (d) a Form S-8 Registration Statement filed by the Registrant on August 8, 2013, the Registrant has previously registered 9,050,933 shares of Common Stock reserved for issuance under the 2006 Plan. The contents of these Form S-8 Registration Statements, as amended (File Nos. 333-134427, 333-151701, 333-167469 and 333-190481) are incorporated herein by reference pursuant to General Instruction E to the Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
The list of Exhibits is incorporated herein by reference to the Index to Exhibits.
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 29, 2016.
| Interactive Intelligence Group, Inc. (Registrant). | |||
| By: | /s/ Donald E. Brown, M.D. | ||
| Donald E. Brown, M.D. | |||
| Chairman of the Board, 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 Ashley A. Vukovits, each with full power of substitution, attorney-in-fact 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.
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 of the Board, President and Chief Executive Officer and Director (Principal Executive Officer) | June 29, 2016 | ||
/s/ Ashley A. Vukovits Ashley A. Vukovits | Chief Financial Officer, Senior Vice President of Administration, Secretary and Treasurer (Principal Financial Officer and Principal Accounting Officer) | June 29, 2016 | ||
/s/ Mitchell E. Daniels, Jr. Mitchell E. Daniels, Jr. | Director | June 29, 2016 | ||
/s/ Edward L. Hamburg, Ph.D. Edward L. Hamburg, Ph.D. | Director | June 29, 2016 | ||
/s/ Michael C. Heim Michael C. Heim | Director | June 29, 2016 | ||
/s/ Mark E. Hill Mark E. Hill | Director | June 29, 2016 | ||
/s/ Richard A. Reck Richard A. Reck | Director | June 29, 2016 | ||
INDEX TO EXHIBITS
Incorporated by Reference | |||||||||||||||
| Exhibit Number | Exhibit Description | Form | Exhibit | Filing Date | Filed Herewith | ||||||||||
| 4.1 | Articles of Incorporation of the Company, as currently in effect | S-4/A (Registration No. 333-173435) | Annex II to the Proxy Statement / Prospectus | 4/27/2011 | |||||||||||
| 4.2 | By-Laws of the Company, as currently in effect | S-4/A (Registration No. 333-173435) | Annex III to the Proxy Statement / Prospectus | 4/27/2011 | |||||||||||
| 4.3 | Interactive Intelligence Group, Inc. 2006 Equity Incentive Plan, As Amended May 18, 2016 | 8-K | 10.1 | 5/20/2016 | |||||||||||
| 5 | Opinion of Faegre Baker & Daniels LLP | X | |||||||||||||
| 23.1 | Consent of KPMG LLP | X | |||||||||||||
| 23.2 | Consent of Faegre Baker & Daniels LLP (included in the Opinion of Faegre Baker & Daniels LLP filed as Exhibit 5) | X | |||||||||||||
| 24 | Powers of Attorney (included on the Signature Page of this Registration Statement) | X | |||||||||||||