As filed with the Securities and Exchange Commission on March 22, 2005
INTER-TEL, INCORPORATED
| 1615 S. 52nd Street | ||||
| Arizona | Tempe, AZ 85281 | 86-0220994 | ||
| (State or other jurisdiction of | (Address of principal executive offices) | (I.R.S. Employer | ||
| incorporation or organization) | Identification Number) |
CALCULATION OF REGISTRATION FEE
| Proposed Maximum | Proposed Maximum | |||||||||||||||||||||
| Offering Price Per | Aggregate Offering | Amount of | ||||||||||||||||||||
| Title of Securities to be Registered | Amount to be Registered | Share | Price | Registration Fee | ||||||||||||||||||
Common Stock, no par value, available for issuance
under the 1997 Long-Term Incentive Plan |
653,145 | $ | 26.18 | (1) | $ | 17,099,336.10 | $ | 2,012.59 | ||||||||||||||
TOTAL |
653,145 | $ | 26.18 | (1) | $ | 17,099,336.10 | $ | 2,012.59 | ||||||||||||||
| (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 March 17, 2005. |
| PART II | ||||||||
| INFORMATION REQUIRED IN THE REGISTRATION STATEMENT | ||||||||
| Item 8. Exhibits. | ||||||||
| SIGNATURES | ||||||||
| INDEX TO EXHIBITS | ||||||||
| EXHIBIT 5.1 | ||||||||
| EXHIBIT 23.1 | ||||||||
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 22nd day of March, 2005.
| INTER-TEL, INCORPORATED |
||||
| By: | /s/ Kurt R. Kneip | |||
| 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
Steven G. Mihaylo |
Chairman of the Board and Chief Executive Officer (Principal Executive Officer) | March 22, 2005 | ||
/s/ Norman Stout
Norman Stout |
Executive Vice President, Chief Administrative Officer and Chief Strategy Officer | March 22, 2005 | ||
/s/ Craig W. Rauchle
Craig W. Rauchle |
President and Chief Operating Officer | March 22, 2005 | ||
/s/ Kurt R. Kneip
Kurt R. Kneip |
Chief Financial Officer | March 22, 2005 | ||
/s/ J. Robert Anderson
J. Robert Anderson |
Director | March 22, 2005 | ||
/s/ Jerry W. Chapman
Jerry W. Chapman |
Director | March 22, 2005 | ||
/s/ Gary Edens
Gary Edens |
Director | March 22, 2005 | ||
/s/ C. Roland Haden
C. Roland Haden |
Director | March 22, 2005 |
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 March 22, 2005
Inter-Tel, Incorporated 1997 Long-Term Incentive Plan
| By: | ||||
| Kurt R. Kneip | ||||
| Plan Administrator March 22, 2005 |
||||
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) |