As filed
with the Securities and Exchange Commission on June 17, 2008
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
____________
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
INTERACTIVE
INTELLIGENCE, INC.
(Exact
name of registrant as specified in its charter)
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Indiana
(State
or other jurisdiction
of
incorporation or organization)
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35-1933097
(I.R.S.
Employer
Identification
No.)
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7601
Interactive Way
Indianapolis,
IN 46278
(Address
of principal executive offices, including zip code)
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INTERACTIVE
INTELLIGENCE, INC. 2006 EQUITY INCENTIVE PLAN
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(Full
title of the Plan)
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Stephen
R. Head
Chief
Financial Officer,
Vice
President of Finance and Administration,
Secretary
and Treasurer
Interactive
Intelligence, Inc.
7601
Interactive Way
Indianapolis,
Indiana 46278
(Name and
address of agent for service)
(317)
872-3000
(Telephone
number, including area code, of agent for service)
Copy
to:
Janelle
Blankenship
Baker
& Daniels LLP
600
E. 96th Street, Suite 600
Indianapolis,
Indiana 46240
(317)
569-9600
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
(Check One):
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Large
accelerated filer
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r
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Accelerated
filer
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R
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Non-accelerated
filer
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r
(Do not
check if a smaller reporting company)
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Smaller
reporting company
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CALCULATION
OF REGISTRATION FEE
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Title
of securities
to
be registered
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Amount
to be registered (1)
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Proposed
maximum offering price per share
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Proposed
maximum aggregate offering price
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Amount
of registration fee
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Common
Stock, $0.01 par value per share
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900,000
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$
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13.375
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(2)
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$
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12,037,500.00
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(2)
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$
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473.07
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(2)
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(1)
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Pursuant
to Rule 416(a) under the Securities Act of 1933, as amended (the
"Securities Act"), this Registration Statement also registers additional
shares of Common Stock as may be offered or issued to prevent dilution
resulting from stock splits, stock dividends and similar
transactions.
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(2)
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Estimated
solely for purposes of calculating the registration fee and computed in
accordance with Rule 457(c) and (h) under the Securities Act using the
average of the high and low sale prices of the Common Stock as reported by
The NASDAQ Global Market on June 13,
2008.
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STATEMENT
PURSUANT TO GENERAL INSTRUCTION E
OF
FORM S-8 "REGISTRATION OF ADDITIONAL SECURITIES"
This
Registration Statement relates to the registration of 900,000 additional shares
of Common Stock, $0.01 par value per share, of Interactive Intelligence, Inc.
(the "Registrant") reserved for issuance and delivery under the Registrant's
2006 Equity Incentive Plan, as amended (the "2006 Plan"). The
increase in the number of shares authorized to be issued under the 2006 Plan was
approved by the Registrant's shareholders on May 30, 2008. Pursuant
to a Form S-8 Registration Statement filed by the Registrant on May 24, 2006,
which Form S-8 Registration Statement included (i) a new registration statement,
(ii) a Post-Effective Amendment No. 1 to the Registrant's registration statement
on Form S-8 (File No. 333-87919), as filed with the Securities and Exchange
Commission on September 28, 1999, and (iii) a Post-Effective Amendment No. 1 to
the Registrant's registration statement on Form S-8 (File No. 333-116006), as
filed with the Securities and Exchange Commission on May 28, 2004, the
Registrant has previously registered 4,950,933 shares of Common Stock reserved
for issuance under the 2006 Plan. The contents of that Form S-8
Registration Statement (File No. 333-134427) are incorporated herein by
reference pursuant to General Instruction E to the Form S-8.
SIGNATURES
The Registrant
. Pursuant to
the requirements of the Securities Act of 1933, 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 Indianapolis, State of Indiana, on June 17, 2008.
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Interactive
Intelligence, Inc. (Registrant).
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By:
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/s/
Donald E. Brown, M.D.
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Donald
E. Brown, M.D.
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Chairman,
President and Chief Executive Officer
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POWER
OF ATTORNEY
KNOW
ALL MEN BY THESE PRESENTS, each person whose signature appears below hereby
authorizes Donald E. Brown, M.D. and Stephen R. Head, each with
full power of substitution, to execute in the name and on behalf of such person
any amendment to this Registration Statement, including post-effective
amendments, and any subsequent registration statement filed pursuant to
Rule 462(b) under the Securities Act of 1933 and to file the same, with
exhibits thereto, and other documents in connection therewith, making such
changes in this Registration Statement as the Registrant deems appropriate, and
appoints each of Donald E. Brown, M.D. and Stephen R. Head, each
with full power of substitution, attorney-in-fact to sign any amendment to this
Registration Statement, including post-effective amendments, and any subsequent
registration statement filed pursuant to Rule 462(b) under the Securities
Act of 1933 and to file the same, with exhibits thereto, and other documents in
connection therewith.
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement
has been signed by the following persons in their respective capacities and on
the respective dates indicated opposite their names.
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Signature
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Title
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Date
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/s/ Donald E. Brown,
M.D.
Donald E.
Brown, M.D.
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Chairman,
President and Chief Executive Officer and Director
(Principal
Executive Officer)
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June
17, 2008
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/s/ Stephen R.
Head
Stephen R.
Head
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Chief
Financial Officer,
Vice President
of
Finance
and Administration,
Secretary
and Treasurer
(Principal
Financial Officer and Principal Accounting Officer)
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June
17, 2008
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/s/ Edward L. Hamburg,
Ph.D.
Edward L.
Hamburg, Ph.D
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Director
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June
17, 2008
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/s/ Michael C.
Heim
Michael
C. Heim
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Director
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June
17, 2008
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/s/ Mark E.
Hill
Mark
E. Hill
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Director
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June
17, 2008
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/s/ Samuel F. Hulbert,
Ph.D.
Samuel
F. Hulbert, Ph.D.
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Director
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June
17, 2008
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/s/ Richard A.
Reck
Richard A.
Reck
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Director
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June
17, 2008
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INDEX TO
EXHIBITS
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Incorporated by
Reference
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Exhibit
Number
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Exhibit
Description
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Form
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Exhibit
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Filing
Date
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Filed
Herewith
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4.1
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Restated
Articles of Incorporation of the Company, as currently in
effect
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S-1
(Registration
No. 333-79509)
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3.1
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5/28/1999
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4.2
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Amended
By-Laws of the Company, as currently in effect
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8-K
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3.2
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8/21/2007
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5
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Opinion
of Baker & Daniels LLP
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X
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23.1
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Consent
of KPMG LLP
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X
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23.2
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Consent
of Baker & Daniels LLP (included in the Opinion of Baker & Daniels
LLP filed as Exhibit 5)
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X
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24
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Powers
of Attorney (included on the Signature Page of this Registration
Statement)
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X
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99
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Interactive
Intelligence, Inc. 2006 Equity Incentive Plan, As Amended May 30,
2008
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8-K
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10.33
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6/4/2008
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