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As filed with the Securities and Exchange Commission on March 22, 2005

Registration No. 333-                    
 
 
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 executive offices)   (I.R.S. Employer
incorporation or organization)       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.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
(650) 493-9300

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.
 
 

 


TABLE OF CONTENTS

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
SIGNATURES
INDEX TO EXHIBITS
EXHIBIT 5.1
EXHIBIT 23.1


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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)

 


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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 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

 


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     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)