As filed with the Securities and Exchange Commission on April 18, 2003
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)
1615 S. 52nd Street
Arizona Tempe, AZ 85281 86-0220994
(State or other jurisdiction of (Address of principal (I.R.S. Employer
incorporation or organization) executive offices) Identification Number)
1997 Long-Term Incentive Plan
(Full title of the plan)
Steven G. Mihaylo
Chairman of the Board of Directors and Chief Executive Officer
INTER-TEL, INCORPORATED
1615 S. 52nd Street
Tempe, AZ
(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 Share Price Registration Fee
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Common Stock, $.0001 par value,
available for issuance under the
1997 Long-Term Incentive Plan...... 622,725 $13.75 (1) $8,562,469 $692.70(2)
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TOTAL................................ 622,725 $8,562,469 $692.70
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(1) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee, based on the average of the high and low
price per share of the common stock as reported on the Nasdaq National
Market on April 14, 2003.
(2) Previously paid.
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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 on March 28,
2002 (SEC File No. 333-85098) (the "Original Filing"). The Original Filing was
filed in connection with, among other things, the Registrant's 1997 Long-Term
Incentive Plan, as amended (the "Plan"). This Registration Statement registers
additional shares of the Registrant's Common Shares to be issued pursuant to the
Plan. The contents of the Original Filing, including periodic reports that the
Registrant filed, or that it will file, after the Original Filing to maintain
current information about the Registrant, 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
------
4.1* 1997 Long-Term Incentive Plan, as amended
5.1 Opinion of John L. Gardner
23.1 Consent of Independent Auditors
23.2 Consent of Counsel (contained in Exhibit 5.1)
25.1 Power of Attorney (included on the signature page to this
Registration Statement)
* Incorporated by reference to the Registrant's Registration Statement on
Form S-8 (SEC File No. 333-85098)
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 18th day of April,
2003.
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
--------- ----- ----
/s/ Steven G. Mihaylo Chairman of the Board, President April 14, 2003
----------------------- and Chief Executive Officer
Steven G. Mihaylo (Principal Executive Officer)
/s/ Norman Stout Executive Vice President and April 14, 2003
----------------------- Chief Administrative Officer
Norman Stout
/s/ Craig W. Rauchle Executive Vice President and April 14, 2003
----------------------- Chief Operating Officer
Craig W. Rauchle
/s/ Kurt R. Kneip Chief Financial Officer April 14, 2003
-----------------------
Kurt R. Kneip
/s/ J. Robert Anderson Director April 14, 2003
-----------------------
J. Robert Anderson
/s/ Jerry W. Chapman Director April 14, 2003
-----------------------
Jerry W. Chapman
/s/ Gary Edens Director April 14, 2003
-----------------------
Gary Edens
Director
-----------------------
C. Roland Haden
INDEX TO EXHIBITS
Exhibit
Number Description
4.1* 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 (included on the signature page to this
Registration Statement)
* Incorporated by reference to the Registrant's Registration Statement on
Form S-8 (SEC File No. 333-85098)