As filed with the Securities and Exchange Commission on March 28, 2002
Registration No. 333-
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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 1615 SOUTH 52ND STREET 86-0220994
(State or Other Jurisdiction of Tempe, Az 85281 (I.R.S. Employer
Incorporation or Organization) (Address of Principal Executive Offices) Identification Number)
INTER-TEL, INCORPORATED 1997 LONG-TERM INCENTIVE PLAN
ACQUISITION STOCK OPTION PLAN
(Full Title of the Plans)
Steven G. Mihaylo
Chairman of the Board of Directors and Chief Executive Officer
INTER-TEL INCORPORATED
1615 South 52nd Street
Tempe, AZ 85281
(Name and Address of Agent for Service)
(480) 449-8900
(Telephone Number, Including Area Code, of Agent for Service)
COPIES TO:
Robert G. Day, Esq.
Caine T. Moss, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
(650) 493-9300
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
AMOUNT TO OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED BE REGISTERED (1) SHARE (2) PRICE REGISTRATION FEE
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Common Stock, $0.0001 par value,
to be issued under the:
Inter-Tel, Incorporated 1997 Long Term
Incentive Plan...................... 1,854,161 $17.05 $31,613,445.05 $2,908.44
Acquisition Stock Option Plan......... 150,000 $17.05 $ 2,557,500.00 $ 235.29
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TOTALS................................ 2,004,161 $17.05 $34,170,945.05 $3,143.73
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(1) Pursuant to Rule 416 promulgated under the Securities Act of 1933, as
amended, (the "Securities Act") this registration statement is deemed to
include additional shares of the Registrant's common stock to be offered or
issued pursuant to the anti-dilution provisions of the plan listed above.
(2) Estimated in accordance with Rule 457(h) under the Securities Act solely
for the purpose of calculating the registration fee based on the price of
$17.05 per share, which was the average of the high and low price per share
of the Common Stock as reported on the Nasdaq National Market on March 27,
2002 (the "Market Price").
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INTER-TEL, INCORPORATED
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Inter-Tel Incorporated (the "Registrant") previously filed a Registration
Statement on Form S-8 with the Securities and Exchange Commission on or about
March 12, 2001 (SEC File No. 33-56872) (the "Previous Form S-8"). The Previous
Form S-8 was filed in connection with the Registrant's Acquisition Stock Option
Plan. This Registration Statement registers additional shares of the
Registrant's Common Shares to be issued pursuant to the Acquisition Stock Option
Plan (the "Plan"). The contents of the Previous Form S-8, including periodic
reports that the Company filed, or to be filed, after the previous S-8, to
maintain current information about the Company, are incorporated by reference
into this Registration Statement pursuant to General Instruction E of Form S-8.
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 (the "SEC"):
(a) 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 (the "Exchange Act"), including any amendment or report filed for
the purpose of updating such description.
(b) The Company's Annual Report on Form 10-K filed with the SEC for
the fiscal year ended December 31, 2001 filed with the SEC on March 25,
2002.
(c) The Company's Quarterly Reports on Form 10-Q filed with the SEC
for the fiscal quarter ended March 31, 2001, June 30, 2001 and September
30, 2001.
(d) All documents subsequently filed by the Company 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 that indicates that all securities offered have been sold or that
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. Any statement contained in a
document incorporated or deemded to be 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 which also is or is deemded 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 applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Our Restated Articles of Incorporation limit, to the maximum extent
permitted by Arizona law, the personal liability of our directors for monetary
damages for breach of their fiduciary duties as a director. Our Restated
Articles of Incorporation provide that we shall indemnify our officers and
directors to the fullest extent permitted by law, subject to certain exceptions.
We have entered into indemnification agreements with our 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 us, 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, gross negligence or other conduct proscribed by the
Arizona Revised Statutes), 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. We believe
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 ours where indemnification will be
required or permitted. We are not aware of any threatened litigation or
proceeding which may result in a claim or such indemnification.
We currently maintain directors' and officers' liability insurance.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling Inter-Tel
pursuant to the foregoing provisions, we have been informed that in the opinion
of the SEC such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit
Number
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4.1 Inter-Tel, Incorporated 1997 Long-Term Incentive Plan, as amended
5.1 Opinion of John L. Gardner, General Counsel
23.1 Consent of Independent Auditors
23.2 Consent of Counsel (contained in Exhibit 5.1)
25.1 Power of Attorney (See page 4)
ITEM 9. UNDERTAKINGS.
(a) The Company 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 Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of a report by the Company
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
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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 may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the SEC such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a director, officer
or controlling person of the Company 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 Company 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 Securities
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, 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 Tempe, State of Arizona, on this 27th day of March,
2002.
INTER-TEL, INC.
By: /s/ Kurt R. Kneip
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Kurt R. Kneip
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Kurt R. Kneip and John L. Gardner,
and each of them acting individually, as his or her attorney-in-fact, each with
full power of substitution, for him or her in any and all capacities, to sign
any and all 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 SEC, hereby ratifying and confirming all that each of said
attorneys-in-fact, or any substitute, may do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated:
SIGNATURE TITLE DATE
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/s/ Steven G. Mihaylo Chairman of the Board, March 27, 2002
------------------------------- President and Chief
Steven G. Mihaylo Executive Officer
/s/ Norman Stout Executive Vice President March 27, 2002
------------------------------- and Chief Administrative
Norman Stout Officer
/s/ Craig W. Rauchle Executive Vice President March 27, 2002
------------------------------- and Chief Operating
Craig W. Rauchle Officer
/s/ Kurt R. Kneip Chief Financial Officer March 27, 2002
-------------------------------
Kurt R. Kneip
/s/ J. Robert Anderson Director March 27, 2002
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J. Robert Anderson
/s/ Jerry W. Chapman Director March 27, 2002
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Jerry W. Chapman
/s/ Gary Edens Director March 27, 2002
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Gary Edens
/s/ C. Roland Haden Director March 27, 2002
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C. Roland Haden
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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4.1 Inter-Tel, Incorporated 1997 Long-Term Incentive Plan, as amended
5.1 Opinion of John L. Gardner, General Counsel
23.1 Consent of Independent Auditors
23.2 Consent of Counsel (contained in Exhibit 5.1)
25.1 Power of Attorney (See page 4)