As filed with the Securities and Exchange Commission on November 13, 1998
Registration No. 33-__________
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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
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INTER-TEL, INCORPORATED
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(Exact name of registrant as specified in its charter)
ARIZONA 86-0220994
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(State or other jurisdiction (IRS Employer
of incorporation) Identification No.)
120 North 44th Street, Suite 200
Phoenix, Arizona 85304-1822
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(Address of principal executive offices)
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ACQUISITION STOCK OPTION PLAN
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(Full Title of the Plan)
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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
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(Name and address of agent for service)
(602) 302-8900
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(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
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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
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Common Stock, no par
value per share, to
be issued upon exercise
of options granted 82,428 $ 9.85(1) $811,916 $240.00
under the Acquisition
Stock Option Plan
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TOTALS 82,428 $811,916 $240.00
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(1) Under the Acquisition Stock Option Plan (the "Plan"), 82,428 shares are
subject to outstanding options to purchase the Company's Common Stock. The
Proposed Maximum Offering Price Per Share with respect to such 82,428
shares was calculated pursuant to Rule 457(h) of the Securities Act of
1933, as amended (the "Securities Act") by reference to the exercise price
of such options. The weighted average exercise price of such 82,428 shares
subject to outstanding options under the Plan is $9.85.
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 Annual Report on Form 10-K filed pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), on 3/30/98.
(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 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.
(c) All reports and other documents filed by Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof,
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereunder have been sold or which de-registers all securities
then remaining unsold under this registration statement, shall be deemed to be
incorporated by reference herein and to be part hereof from the date of filing
of such reports and 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.
ITEM 8. EXHIBITS.
Exhibit
Number
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*4.1 Certificate of Incorporation of the Registrant
*4.2 Bylaws of the Registrant
5.1 Opinion of John L. Gardner, General Counsel, as to the legality
of securities being registered
10.1 Acquisition Stock Option Plan and Form of Stock Option Agreement
thereunder
II-2
23.1 Consent of Independent Auditors
23.2 Consent of Counsel (included in Exhibit 5.1)
24.1 Power of Attorney (see page II-4)
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* Incorporated by reference to 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.
All other exhibits for which provision is made in Item 601 of Regulation S-K of
the Securities Act are either not required under the instructions related
thereto or are inapplicable, and therefore have been omitted.
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 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.
II-3
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 12, 1998.
INTER-TEL, INCORPORATED
By: /s/ Kurt R. Kneip
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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
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/s/ Steven G. Mihaylo Chairman of the Board and November 12, 1998
- --------------------------- Chief Executive Officer
(Steven G. Mihaylo) (Principal Executive Officer)
/s/ Kurt R. Kneip Chief Financial Officer November 12, 1998
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(Kurt R. Kneip) Accounting Officer)
/s/ Gary D. Edens Director November 12, 1998
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(Gary D. Edens)
/s/ Maurice H. Esperseth Director November 12, 1998
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(Maurice H. Esperseth)
/s/ C. Roland Haden Director November 12, 1998
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(C. Roland Haden)
/s/ J. Robert Anderson Director November 12, 1998
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(J. Robert Anderson)
II-4
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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EXHIBITS
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REGISTRATION STATEMENT ON FORM S-8
INTER-TEL, INCORPORATED
NOVEMBER 13, 1998
INDEX TO EXHIBITS
Exhibit
Number Description
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5.1 Opinion of John L. Gardner, General Counsel
10.1 Acquisition Stock Option Plan and Form of Stock Option Agreement
thereunder
23.1 Consent of Independent Auditors
23.2 Consent of John L. Gardner, General Counsel (Contained in
Exhibit 5.1)
24.1 Power of Attorney (See page II-4)