As filed with the Securities and Exchange Commission on February 13, 1997
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
ACTIVE VOICE CORPORATION
(Exact name of registrant as specified in its charter)
Washington 3661 91-1235111
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification No.)
Incorporation or Organization) Classification Code Number)
2901 Third Avenue, Suite 500
Seattle, Washington 98121-9800
(206) 441-4700
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
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Active Voice Corporation
1996 Stock Option Plan
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Jose S. David, Chief Financial Officer
2901 Third Avenue, Suite 500
Seattle, Washington 98121-9800
(206) 441-4700
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Title of Each Class of Amount to be Proposed Maximum Amount of
Securities to Be Registered Registered (1) Aggregate Offering Price (2) Registration Fee
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Common Stock 230,000 shares $3,220,000 $976
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(1) Plus (i) an indeterminate number of shares of Common Stock that may become
issuable under the Plan as a result of the adjustment provisions therein,
and (ii) if any interests in the Plan constitute separate securities
required to be registered under the Securities Act of 1933, then, pursuant
to Rule 416(c), an indeterminate amount of such interests to be offered or
sold pursuant to the Plan.
(2) Computed pursuant to Rules 457(c) and 457(h) based on an offering price of
$14.00 per share (the average of the high and low sales prices reported by
the Nasdaq Stock Market on February 7, 1997) for the shares issuable upon
exercise of options granted or to be granted under the Plan.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are incorporated in this Registration Statement by
reference:
1. The Registrant's Annual Report on Form 10-K for its fiscal
year ended March 31, 1996, filed by the Registrant with the Securities
and Exchange Commission pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act");
2. All other reports filed by the Registrant with the
Securities and Exchange Commission pursuant to Section 13(a) or 15(d)
of the Exchange Act since March 31, 1996; and
3. The description of the Registrant's Common Stock set forth
in the Registration Statement on Form 8-A filed by the Registrant with
the Securities and Exchange Commission on November 4, 1993, under
Section 12(g) of the Exchange Act.
All documents filed by the Registrant with the Securities and Exchange
Commission after the date of this Registration Statement pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, before the filing of a
post-effective amendment that indicates that all securities offered pursuant to
this Registration Statement have been sold or that deregisters all securities
then remaining unsold, shall also be deemed to be incorporated by reference in
this Registration Statement and to be part hereof from the respective dates of
filing of such documents.
Any statement incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed document
that also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not required.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 23B.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. Section 5.5
of the Registrant's Restated Articles of Incorporation and Article 10 of the
Registrant's Restated Bylaws provide for indemnification of the Registrant's
directors, officers, employees and agents to the maximum extent permitted by
Washington law. The directors and officers of the Registrant also may be
indemnified against liability they may incur for serving in that capacity
pursuant to one or more liability insurance policies maintained by the
Registrant for such purpose. The Registrant currently maintains a policy of
directors' and officers' liability insurance with an aggregate coverage limit
of $1 million.
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 transaction from which the director
personally receives a benefit in money, property or services to which the
director is not legally entitled. Section 5.5 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
5 Opinion of Graham & James LLP
23.1 Consent of Graham & James LLP
23.2 Consent of Ernst & Young LLP, Independent Auditors
24 Powers of Attorney
99.1 Active Voice Corporation 1996 Stock Option Plan
99.2 Form of Stock Option Agreement
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ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement;
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) that,
individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement; and
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information
in the Registration Statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) 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 15(d) of the Exchange Act that are incorporated
by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new Registration Statement relating to the securities offered
therein, and the offering of the 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 that 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 of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act that is incorporated by reference in the 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 of 1933 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 of 1933 and is, therefore, unenforceable. If 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 of whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe it meets all 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 Seattle, State of Washington, on February 13, 1997.
ACTIVE VOICE CORPORATION
By /s/ Jose S. David
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Jose S. David
Chief Financial Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Robert L. Richmond and Jose S. David, and each of them severally, such person's
true and lawful attorneys-in-fact and agents, with full power to act without the
other and with full power of substitution and resubstitution, to execute in the
name and on behalf of such person, individually and in each capacity stated
below, any and all amendments and post-effective amendments to this Registration
Statement, any and all supplements hereto, and any and all other instruments
necessary or incidental in connection herewith, and to file the same with the
Securities and Exchange Commission.
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 dates indicated below.
SIGNATURE TITLE DATE
/s/ Robert L. Richmond Chairman of the Board and
- ------------------------- Chief Executive February 13, 1997
Robert L. Richmond Officer (Principal
Executive Officer)
/s/ Robert C. Greco Vice President--Product
- ------------------------- Development, Secretary, February 13, 1997
Robert C. Greco Treasurer and Director
/s/ Jose S. David Chief Financial Officer
- ------------------------- (Principal Financial and
Jose S. David Accounting Officer) February 13, 1997
/s/ Tom A. Alberg
- ------------------------- Director February 13, 1997
Tom A. Alberg
/s/ Harold H. Kawaguchi
- ------------------------- Director February 13, 1997
Harold H. Kawaguchi
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
5 Opinion of Graham & James LLP
23.1 Consent of Graham & James LLP (included in Exhibit 5)
23.2 Consent of Ernst & Young LLP, Independent Auditors
24 Powers of Attorney (included on signature page)
99.1 Active Voice Corporation 1996 Stock Option Plan
99.2 Form of Stock Option Agreement