As filed with the Securities and Exchange Commission on November 26, 1997
Registration No. 33-__________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INTER-TEL, INCORPORATED
(Exact name of registrant as specified in its charter)
ARIZONA 86-0220994
----------------- -------------------
(State or other jurisdiction (IRS Employer
of incorporation) Identification No.)
120 North 44th Street, Suite 200
Phoenix, Arizona 85304-1822
(Address of principal executive offices)
Inter-Tel, Incorporated 1997 Long-Term Incentive Plan
Inter-Tel, Incorporated 1997 Employee Stock Purchase Plan
(Full Title of the Plans)
STEVEN G. MIHAYLO
Chairman of the Board of Directors and Chief Executive Officer
INTER-TEL, INCORPORATED
120 North 44th Street, Suite 200
Phoenix, Arizona 85304-1822
(Name and address of agent for service)
(602) 302-8900
(Telephone number, including area code, of agent for service)
Copies to:
PATRICK J. SCHULTHEIS, ESQ.
WILSON, SONSINI, GOODRICH & ROSATI
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
=======================================================================================================================
Title of Amount Proposed Proposed Amount of
Securities to to be Maximum Offering Maximum Aggregate Registration
be Registered Registered Price Per Share Offering Price Fee
- -----------------------------------------------------------------------------------------------------------------------
Common Stock, no par value per share:
Inter-Tel, Incorporated 1997 Long-Term 1,308,000 $7.40109(1) $ 9,680,625(1) $2,933.52(1)
Incentive Plan
Inter-Tel, Incorporated 1997 Long-Term 1,092,000 $21.12500(2) $23,068,500(2) $6,990.45(2)
Incentive Plan
Inter-Tel, Incorporated 1997 Employee 500,000 $17.95625(3) $ 8,978,125(3) $2,720.64(3)
Stock Purchase Plan
TOTALS 2,900,000 $12,644.61
=======================================================================================================================
(1) Estimated pursuant to Rule 457 of Regulation C solely for the purpose
of calculating the registration fee. The proposed maximum offering
price per share with respect to the 2,400,000 shares reserved for
issuance upon exercises of outstanding stock options granted under the
Inter-Tel, Incorporated 1997 Long-Term Incentive Plan has been
estimated pursuant to Rule 457(h) under which Rule the per share price
of options to purchase stock under an employee stock option plan may be
estimated by reference to the exercise price of such options. The
weighted average price of the 1,308,000 shares subject to outstanding
options under the Inter-Tel, Incorporated 1997 Long-Term Incentive Plan
is $7.40109.
(2) Estimated pursuant to Rule 457 of Regulation C solely for the purpose
of calculating the registration fee. The proposed maximum offering
price per share with respect to the 1,092,000 shares reserved for
issuance under the Inter-Tel, Incorporated 1997 Long-Term Incentive
Plan has been estimated to be the average of the high and low price
reported in the Nasdaq National Market on November 25, 1997.
(3) Estimated pursuant to Rule 457 of Regulation C solely for the purpose
of calculating the registration fee. The proposed maximum offering
price per share with respect to the 500,000 shares reserved for
issuance under the Inter-Tel, Incorporated 1997 Employee Stock Purchase
Plan has been estimated to be 85% of the average of the high and low
price reported in the Nasdaq National Market on November 25, 1997.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Information Incorporated by Reference.
-------------------------------------
There are hereby incorporated by reference in this Registration Statement
the following documents and information heretofore filed with the Securities
and Exchange Commission:
(a) The Registrant's Registration Statement on Form S-3 (File No.
333-39221) (the "Registration Statement"), filed pursuant to the Securities
Act of 1933, as amended (the "Securities Act"), including the Amended
Prospectus dated November 20, 1997 included therein, relating to the
Registrant's public offering of its Common Stock.
(b) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A dated February 26, 1982,
filed pursuant to Section 12 of the Securities Exchange Act of 1934, as
amended, including any amendment or report filed for the purpose of updating
such description. All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
registration statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which
deregisters all securities then remaining
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unsold, shall be deemed to be incorporated by reference in this registration
statement and to be part hereof from the date of filing such documents.
Item 4. Description of Securities.
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
The Company's Restated Articles of Incorporation limit, to the maximum
extent permitted by Arizona law, the personal liability of directors for
monetary damages for breach of their fiduciary duties as a director. The
Company's Restated Articles of Incorporation provide that the Company shall
indemnify its officers and directors to the fullest extent permitted by law,
subject to certain exceptions. The Company has entered into indemnification
agreements with its officers and directors containing provisions which are in
some respects broader than the specific indemnification provisions contained in
the Arizona Revised Statutes. The indemnification agreements may require the
Company, among other things, to indemnify such officers and directors against
certain liabilities that may arise by reason of their status or service as
directors or officers (other than liabilities arising from willful misconduct of
a culpable nature), to advance their expenses incurred as a result of any
proceeding against them as to which they could be indemnified, and to obtain
directors' and officers' insurance, if available on reasonable terms. The
Company believes that these agreements are necessary to attract and retain
qualified persons as directors and officers.
At present, there is no pending litigation or proceeding involving any
director, officer, employee or agent of the Company where indemnification will
be required or permitted. The Company is not aware of any threatened litigation
or proceeding which may result in a claim or such indemnification.
The Company currently maintains directors' and officers' liability
insurance.
Reference is also made to Section 11 of the Underwriting Agreement
contained in Exhibit 1.1 to the amendment to the Company's S-3 filed on November
20, 1997, indemnifying officers and directors of the Registrant against certain
liabilities.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
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Item 8. Exhibits.
--------
Exhibit
Number
-------
5.1 Opinion of John L. Gardner, General Counsel, as to
the legality of securities being registered.
10.1 Inter-Tel, Incorporated 1997 Long-Term Incentive
Plan.
10.2 Inter-Tel, Incorporated 1997 Employee Stock
Purchase Plan.
23.1 Consent of Independent Auditors.
23.2 Consent of Counsel (included in Exhibit 5.1).
24.1 Power of Attorney.
------------------------------
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 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.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment 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.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which 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, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 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 Registrant's Bylaws,
indemnification agreements, or otherwise, the Registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification
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is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that 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 whether such
indemnification by it is against public policy as expressed in the Act 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, Inter-Tel, Incorporated, an Arizona corporation, 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 Phoenix, State of Arizona, on November 26, 1997 .
INTER-TEL, INCORPORATED
By: /s/ Kurt R. Kneip
-----------------
Kurt R. Kneip, Chief Financial Officer
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Steven G. Mihaylo and Kurt R. Kneip,
jointly and severally, his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any amendments to
this Registration Statement on Form S-8, and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be
done by virtue hereof.
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.
SIGNATURE TITLE DATE
/s/Steven G. Mihaylo Chairman of the Board and Chief Executive October 25, 1997
- -------------------- Officer (Principal Executive Officer)
(Steven G. Mihaylo)
/s/Kurt R. Kneip Chief Financial Officer (Principal October 25, 1997
- ---------------- Financial and Accounting Officer)
(Kurt R. Kneip)
/s/Gary D. Edens Director October 25, 1997
- ----------------
(Gary D. Edens)
/s/Maurice H. Esperseth Director October 25, 1997
- -----------------------
(Maurice H. Esperseth)
/s/C. Roland Haden Director October 25, 1997
- ------------------
(C. Roland Haden)
/s/Norman Stout Director October 25, 1997
- ---------------
(Norman Stout)
/s/J. Robert Anderson Director October 25, 1997
- ---------------------
(J. Robert Anderson)
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS
Registration Statement on Form S-8
Inter-Tel, Incorporated
November 26, 1997
INDEX TO EXHIBITS
Exhibit
Numbered
Number Description Page
- ------ ---------------------------------------------------------- ----
5.1 Opinion of John L. Gardner, General Counsel 8
10.1 Inter-Tel, Incorporated 1997 Long-Term Incentive Plan. 9
10.2 Inter-Tel, Incorporated 1997 Employee Stock Purchase Plan. 24
23.1 Consent of Ernst & Young LLP, Independent Auditors. 37
23.2 Consent of John L. Gardner, General Counsel
(Contained in Exhibit 5.1). 8
24.1 Power of Attorney. 6
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