As filed with the Securities and Exchange Commission on May 2, 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 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
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 Employee Stock
Purchase Plan...................... 500,000 $19.22 $9,610,000 $884.12
TOTAL................................. 500,000 $19.22 $9,610,000 $884.12
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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
$19.22 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 April 26,
2002 (the "Market Price").
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INTER-TEL, INCORPORATED
REGISTRATION STATEMENT ON FORM S-8
STATEMENT UNDER GENERAL INSTRUCTION E - REGISTRATION OF ADDITIONAL SECURITIES
Inter-Tel, Incorporated (the "Registrant") previously filed a Registration
Statement on Form S-8 with the Securities and Exchange Commission (the "SEC") on
or about November 26, 1997 (SEC File No. 333-41197) (the "Previous Form S-8").
The Previous Form S-8 was filed in connection with the Registrant's 1997
Employee Stock Purchase Plan (the "1997 ESPP"). This Registration Statement
registers additional shares of the Registrant's Common Stock to be issued
pursuant to the 1997 ESPP. The contents of the Previous Form S-8, including
periodic reports that the Company filed, or reports to be filed, after the
Previous Form 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.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. EXHIBITS.
Exhibit
Number
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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 2)
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 23rd day of April,
2002.
INTER-TEL, INCORPORATED
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, April 23, 2002
--------------------------------- President and Chief
Steven G. Mihaylo Executive Officer
/s/ Norman Stout Executive Vice President April 23, 2002
--------------------------------- and Chief Administrative
Norman Stout Officer
/s/ Craig W. Rauchle Executive Vice President April 23, 2002
--------------------------------- and Chief Operating Officer
Craig W. Rauchle
/s/ Kurt R. Kneip Chief Financial Officer April 23, 2002
---------------------------------
Kurt R. Kneip
/s/ J. Robert Anderson Director April 23, 2002
---------------------------------
J. Robert Anderson
/s/ Jerry W. Chapman Director April 23, 2002
---------------------------------
Jerry W. Chapman
/s/ Gary Edens Director April 23, 2002
---------------------------------
Gary Edens
/s/ C. Roland Haden Director April 23, 2002
---------------------------------
C. Roland Haden
Pursuant to the requirements of the Securities Act, the trustees (or other
persons who administer the employee benefit plan) have 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 May 1, 2002.
Inter-Tel, Incorporated 1997 Employee Stock Purchase Plan
By: /s/ Kurt R. Kneip
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Kurt R. Kneip
Plan administrator
May 1, 2002
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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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 2)