As filed with the Securities and Exchange Commission on April 27, 2006
Registration No. 333-               

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

INTER-TEL, INCORPORATED

Arizona (State or other jurisdiction of incorporation or organization)		1615 S. 52nd Street Tempe, AZ 85281 (Address of principal executive offices)		86-0220994 (I.R.S. Employer Identification Number)

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
							Offering Price Per			Proposed Maximum Aggregate			Amount of
	Title of Securities to be Registered			Amount to be Registered			Share			Offering Price			Registration Fee
	Common Stock, no par value, available for issuance under the 1997 Long-Term Incentive Plan			656,611			$22.13(1)			$14,530,801.43			$1,554.80
	TOTAL			656,611			$22.13(1)			$14,530,801.43			$1,554.80

(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 24, 2006.

 

 

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 26th day of April, 2006.

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/ Norman Stout   Norman Stout		Director and Chief Executive Officer		April 26, 2006
/s/ Kurt R. Kneip   Kurt R. Kneip		Sr. Vice President and Chief Financial Officer		April 26, 2006
/s/ Alexander L. Cappello   Alexander L. Cappello		Chairman of the Board of Directors		April 26, 2006
/s/ J. Robert Anderson   J. Robert Anderson		Director		April 26, 2006
/s/ Gerald W. Chapman   Gerald W. Chapman		Director		April 26, 2006
/s/ Gary D. Edens   Gary D. Edens		Director		April 26, 2006
/s/ Steven E. Karol   Steven E. Karol		Director		April 26, 2006
/s/ Robert Rodin   Robert Rodin		Director		April 26, 2006
/s/ Agnieszka Winkler   Agnieszka Winkler		Director		April 26, 2006

     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 April 26, 2006

Inter-Tel, Incorporated 1997 Long-Term Incentive Plan

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)