UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 29, 2002
INTERVOICE-BRITE, INC.
(Exact name of registrant as specified in its charter)
Texas 000-13616 75-1927578
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
17811 Waterview Parkway
Dallas, Texas 75252
(Address, including zip code, of principal executive offices)
Registrant's telephone number, including area code: (972) 454-8000
Not applicable
(Former name or former address, if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Proposed Sale of Registrant's Wichita, Kansas Facility
The Registrant entered into a letter agreement dated April 2002 between the
Registrant and a prospective purchaser for the purchase of the Registrant's
office facilities in Wichita, Kansas for $2 million. The purchase, which is
scheduled to occur as early as May 31, 2002, is subject to customary closing
conditions, including delivery of a satisfactory title policy, and execution and
delivery of a satisfactory deed of trust. While the Registrant is optimistic
that the sale of the Wichita facilities will be successfully completed, there is
no guaranty the transaction will close.
ITEM 5. OTHER EVENTS.
CONSENT, WAIVER AND THIRD AMENDMENT TO CREDIT FACILITY
The Registrant and its wholly owned subsidiary, Brite Voice Systems, Inc., are
parties to a Credit Agreement dated June 1, 1999 with the lenders party thereto
(as amended, the "Credit Facility"). The total of term loans and revolving loans
under the Credit Facility was approximately $135 million at the inception of the
Credit Facility and were paid down to approximately $30 million at May 28, 2002.
The term loan under the Credit Facility is subject to quarterly principal
amortization. In addition, the Credit Facility is subject to certain mandatory
prepayments and commitment reductions tied to the sale of assets, the issuance
of debt, the issuance of equity and the generation of excess cash flow for a
fiscal year. Certain of these prepayment and commitment reduction requirements
are limited by the satisfaction of certain financial ratios.
The Credit Facility contains certain representations and warranties, certain
negative and affirmative covenants and certain conditions and events of default
which are customarily required for similar financings. Such covenants include,
among others, restrictions and limitations on liens and negative pledges;
limitations on mergers, consolidations and sales of assets; limitations on
incurrence of debt; limitations on dividends, stock redemptions and the
redemption and/or prepayment of other debt; limitations on investments and
acquisitions (other than the acquisition of the Registrant); and limitations on
capital expenditures. Key financial covenants based on the Registrant's
consolidated financial statements include minimum net worth, maximum leverage
ratio and minimum fixed charges coverage ratio. The Credit Facility also
requires a first priority perfected security interest in (i) all of the capital
stock of each of the domestic subsidiaries of the Registrant, and 65% of the
capital stock of each first tier foreign subsidiary of the Registrant, which
capital stock shall not be subject to any other lien or encumbrance and (ii)
subject to permitted liens, all other present and future material assets and
properties of the Registrant and its material domestic subsidiaries (including,
without limitation, accounts receivable and proceeds, inventory, real property,
machinery and equipment, contracts, trademarks, copyrights, patents, license
rights and general intangibles).
The lenders had previously entered into forbearance agreements dated March 7,
2002 and March 31, 2002, pursuant to which the lenders granted a temporary
waiver through May 31, 2002 of a default under one of four financial covenants,
a fixed charge coverage ratio covenant.
The Registrant and lenders entered into commitment letters to enter into a
Consent, Waiver, and Third Amendment to Credit Agreement (the "Third Amendment")
to be effective as of May 29, 2002, pursuant to which the lenders will waive the
default under the financial covenant. The effectiveness of the Third Amendment
is conditioned on funding under the Convertible Notes , which is scheduled for
May 30, 2002.
The Third Amendment will amend the fixed charge coverage ratio covenant and a
covenant to maintain a minimum leverage ratio (as described in the Credit
Facility) to reflect the Registrant's current capital structure and liquidity
requirements. The Third Amendment also will add a covenant by the Registrant to
maintain a minimum level of EBITDA (as defined in the Credit Facility).
Pursuant to the Third Amendment, proceeds from the mortgage of the Registrant's
office facilities in Dallas, Texas (see section entitled "Mortgage Loan"), and
proceeds from the Company's issuance of Convertible Notes (see section entitled
"Convertible Notes, Warrants and Registration Requirements"), will be applied to
repay all outstanding indebtedness under the term loan, with the remainder
applied to the revolving loans. Under the amended Credit Facility, the lenders
will agree to continue making revolving loans to the Registrant up to a revised
maximum amount of $12 million through June 1, 2003. The maximum amount of
revolving loans that may be outstanding will also be limited by a borrowing base
computed on the Registrant's eligible accounts receivable and eligible inventory
securing the revolving loans.
The Registrant is not permitted to make principal payments on the Convertible
Notes in cash if any amount is outstanding under the Credit Facility. The Credit
Facility is cross-defaulted with the Convertible Notes such that a default or
the occurrence of certain other events under the Convertible Notes will be a
default under the Credit Facility.
The amended Credit Facility will provide that interest would accrue at a base
rate equal to an applicable margin plus the higher of (i) the prime rate or (ii)
the federal funds rate. The applicable margin will be determined in accordance
with a schedule to the Credit Facility and by reference to a ratio of the
Registrant's funded debt to EBITDA. The applicable margin will increase 0.5% in
each of the Company's fiscal quarters. The Third Amendment will delete
provisions that permit the Registrant to elect an interest rate equal to the
London Interbank Offer Rate ("LIBOR") plus the applicable margin.
The foregoing is qualified by reference to the Third Amendment, which is filed
as an exhibit to this report and incorporated by reference.
CONVERTIBLE NOTES, WARRANTS AND REGISTRATION REQUIREMENTS
On May 29, 2002, the Registrant entered into a Securities Purchase Agreement, by
and among the Registrant and the buyers named therein (the "Buyers"), pursuant
to which the Buyers agreed to purchase Convertible Notes (the "Convertible
Notes"), in an aggregate principal amount of $10.0 million, convertible into
shares of the Registrant's common stock (the "Conversion
Shares"), and Warrants (the "Warrants") initially exercisable for an aggregate
of 621,303 shares of the Registrant's common stock (the "Warrant Shares") at an
exercise price of $4.0238 per share. Buyers' obligations to purchase the
Convertible Notes and Warrants under the Securities Purchase Agreement are
subject to and conditioned upon execution of the Third Amendment. The following
is a summary of the material terms of the Convertible Notes, the Warrants and
certain registration requirements, which terms are qualified in their entirety
by reference to the full text of the underlying documents which are filed as
exhibits to this report and incorporated by reference.
Under the Securities Purchase Agreement, the Registrant has the option, for a
period of one month, to issue up to an additional $10 million in convertible
notes and accompanying warrants on substantially the same terms as the
Convertible Notes and the Warrants.
The Securities Purchase Agreement obligates the Registrant to seek shareholder
approval, at the Registrant's next annual meeting, of the issuance of the
Convertible Notes and Warrants, with the Company being subject to financial
penalties for failure to seek such approval. However, if such approval is sought
and not obtained, no penalties will be assessed.
Convertible Notes
Amortization
The initial Convertible Notes will be repaid in monthly installments
("Installment Amounts") of principal in the amount of $1.0 million, plus accrued
interest on the applicable installments at 6% per annum, commencing September 1,
2002, and will be fully amortized by June 30, 2003. At the Registrant's option,
the Installment Amounts may be paid in cash or through a partial conversion of
the Convertible Notes through the Registrant's issuance of common stock at a
conversion rate equal to the lesser of (i) 200% of the weighted average trading
price for the Registrant's common stock as reported on the Nasdaq National
Market on the issuance date, subject to various adjustments, as set forth in the
Form of Note (the "Fixed Conversion Price"), or (ii) 95% of the average of the
weighted average trading prices of the Registrant's common stock during the time
period to which the installment relates. In order to preserve the ability to pay
the Installment Amounts in common stock, the Registrant must comply with several
conditions, including maintaining the effectiveness of a registration statement
(as more fully described below), complying with the listing requirements of the
Nasdaq National Market, timely delivery of common stock upon conversion of the
Convertible Notes, and compliance with other requirements under the Convertible
Notes, the Securities Purchase Agreement and the Registration Rights Agreement.
If any principal amount of the Convertible Notes remains outstanding on June 30,
2003, the holders must surrender the Convertible Notes to the Registrant and the
principal amount will be redeemed by payment on such date to the holders of a
cash amount equal to the sum of 105% of the principal amount plus accrued
interest at 6% per annum with respect to the principal amount.
In addition, subject to certain conditions, the Registrant may redeem some or
all of the principal amount of the Convertible Notes in excess of current
monthly installments for a cash amount
equal to the sum of 105% of the principal amount being redeemed plus accrued
interest at 6% per annum with respect to the principal amount.
Conversion at the Option of the Holder
Each of the Convertible Notes will be convertible at the option of the holder
into that number of shares of common stock equal to (i) the principal amount
being converted, plus accrued interest at 6% per annum, divided by (ii) the
Fixed Conversion Price in effect at such time. If the Registrant does not timely
effect a conversion of the Convertible Notes, the Registrant will be subject to
certain cash penalties, adjustments to the applicable Fixed Conversion Price and
certain other penalties as more fully described in the Form of Note. Moreover,
in such case, the holders of the Convertible Notes may require the Registrant to
redeem all of the outstanding principal amount of the Convertible Notes.
Any holder of the Convertible Notes is prohibited from converting its respective
Convertible Notes if, after giving effect to such conversion, the holder would
hold in excess of 4.99% of the Registrant's outstanding common stock following
such conversion.
Acceleration and Default Provisions
If certain events, referred to as "Triggering Events," occur, the holders of the
Convertible Notes may cause the Registrant to redeem the Convertible Notes in
cash at a price equal to the greater of (i) 125% of the principal amount, plus
accrued interest at 6% per annum and (ii) the number of shares of common stock
issuable upon conversion multiplied by the weighted average price of the common
stock on the trading day immediately preceding such event. Circumstances under
which the holders may redeem the Convertible Notes include, without limitation,
the failure to obtain and/or maintain the effectiveness of a registration
statement, suspension from trading or the failure to be listed for a period of 5
consecutive trading days or for more than 10 trading days in any 365-day period,
the failure to timely deliver shares of common stock and a material breach by
the Registrant under the transaction documents.
If the Registrant is unable to effect a redemption as a result of a Triggering
Event, the holders are entitled to void their redemption notices and receive a
reset of their applicable Fixed Conversion Price to the lesser of (i) the Fixed
Conversion Price as in effect on the date on which the holder delivers notice to
the Registrant of its intent to void the redemption notice and (ii) the lowest
weighted average price of the Registrant's common stock during the period
beginning on the date on which the notice of redemption is delivered to the
Registrant and ending on the date the holder delivers notice to the Registrant
of its intent to void the redemption notice.
If the Registrant is unable to redeem all of the Convertible Notes submitted for
redemption, the Registrant must (i) redeem a pro rata amount from each holder of
the Convertible Notes and (ii) pay to the holders interest at the rate of 2.0%
per month with respect to the unredeemed principal amount until paid in full.
Upon a Change of Control (as defined in the Convertible Notes) of the
Registrant, the holders of the Convertible Notes have the right to require the
Registrant to redeem all or a portion of the principal amount at a price equal
to the greater of (i) the sum of (A) 115% of such principal
amount, plus (B) accrued interest at 6% per annum, and (ii) the number of shares
of common stock issuable upon conversion multiplied by the arithmetic average of
the weighted average prices of the common stock during the 5 trading days
immediately preceding such date.
If an Event of Default (as defined in the Convertible Notes) occurs, the holders
of the Convertible Notes may declare the Convertible Notes, including all
amounts due thereunder, to be due and payable immediately. Such amount shall
bear interest at the rate of 2.0% per month until paid in full. If the
Registrant does not timely pay the amounts due, the holders of the Convertible
Notes may void the acceleration and the Fixed Conversion Price shall be adjusted
to the lesser of (i) the Fixed Conversion Price as in effect on the date on
which the holders of the Convertible Notes notify the Registrant of their intent
to void the acceleration and (ii) the lowest weighted average price of the
Registrant's common stock during the period beginning on the date on which the
Convertible Notes became accelerated and ending on the date on which the holders
of the Convertible Notes notify the Registrant of their intent to void the
acceleration. The Events of Default include a default in payment of any
principal amount of the Convertible Notes, failure to comply with a material
provision of the Convertible Notes, payment defaults with respect to certain
indebtedness and initiation of bankruptcy proceedings.
The foregoing is qualified by reference to the Form of Convertible Note which is
filed as an exhibit to this report and incorporated by reference.
Warrants
In connection with the sale of the Convertible Notes, the Registrant issued
Warrants to the Buyers. The Warrants give the holders the right to purchase from
the Registrant, for a period of three years, an aggregate of 621,303 shares of
the Registrant's common stock for $4.0238 per share as of the date of issuance.
Both the number of Warrants and the exercise price of the Warrants are subject
to anti-dilution adjustments as set forth in the Warrants. If the Registrant is
prohibited from issuing Warrant Shares under the rules of the Nasdaq National
Market, the Registrant must redeem for cash those Warrant Shares which cannot be
issued at a price per Warrant Share equal to the difference between the weighted
average market price of the Registrant's common stock on the date of attempted
exercise and the applicable exercise price.
The foregoing is qualified by reference to the form of Warrant which is filed as
an exhibit to this report and incorporated by reference.
Registration Requirements
The Registrant and the Buyers also entered into a Registration Rights Agreement,
dated as of May 29, 2002 (the "Registration Rights Agreement"), pursuant to
which the Registrant has agreed to prepare and file by June 14, 2002 a
registration statement covering the resale of the Conversion Shares and the
Warrant Shares. The Registrant is required to have the Registration Statement
declared effective within 120 days of the issuance date. The Registrant is
required to pay cash penalties (as set forth in the Registration Rights
Agreement) to the holders of the Notes if the registration statement is not
filed or not declared effective as of those dates. The failure to have the
Registration Statement declared effective within 150 days of the issuance date
is also a
"Triggering Event" for purposes of the Convertible Notes.
The foregoing is qualified by reference to the Registration Rights Agreement,
which is filed as an exhibit to this report and incorporated by reference.
MORTGAGE LOAN
Effective May 29, 2002, the Registrant executed and delivered a deed of trust
and promissory note in favor of Beal Bank, S.S.B., for a mortgage loan of $14
million secured by a first lien on the Registrant's facilities in Dallas, Texas.
The mortgage loan is a three year balloon note, bearing interest, payable
monthly, at the greater of 10.5% or the prime rate plus 2.0%. Proceeds from the
mortgage loan will be applied to reduce loans under the Credit Facility. The
lenders under the Credit Facility entered into an agreement with Beal Bank,
S.S.B. subordinating their lien on the Dallas, Texas facilities for purposes of
the mortgage loan.
The foregoing is qualified by reference to the Deed of Trust and Promissory
Note, which are filed as exhibits to this report and incorporated by reference.
USE OF PROCEEDS
All $14 million of proceeds from the mortgage loan by Beal Bank, S.S.B., and all
$10 million of proceeds from the sale of the Convertible Notes (less certain
expenses), will be applied to repay outstanding indebtedness under the Credit
Facility. The mandatory prepayments will repay all term loans and $6 million in
revolving loans will remain outstanding under the Credit Facility. If the sale
of the Wichita facilities (described in Item 2 of this report) for $2.0 million
does close, proceeds will be applied to reduce revolving loans outstanding under
the Credit Facility on the date of closing.
EFFECT OF SECURITIES LAWS; FORWARD-LOOKING STATEMENTS
The securities described herein have not been registered under the Securities
Act of 1933, as amended, (the "Securities Act") or under any state securities
laws and may not be offered or sold within the United States absent registration
under the Securities Act and applicable state securities laws or an applicable
exemption from those registration requirements.
Included in this Form 8-K are certain forward-looking statements within the
meaning of Section 27A of the Securities Act and Section 21E of the Securities
Exchange Act of 1934, as amended. Such forward-looking statements are based on
assumptions that are subject to a wide range of business risks. Actual results
could differ materially from those included in such forward-looking statements
and important factors that could cause such a material difference are described
in the periodic filings of the Registrant with the Securities and Exchange
Commission, including its annual report on Form 10-K for the fiscal year ended
February 28, 2002. The Registrant does not undertake any obligation to update or
revise its forward-looking statements, whether as the result of new information,
future events or otherwise. In particular, the Registrant's Form 10-K filed on
even date herewith discusses the following risk factors pertaining to the
Convertible Notes, Warrants and related registration requirements:
o THE REGISTRANT'S ISSUANCE OF CONVERTIBLE NOTES AND WARRANTS COULD
SUBSTANTIALLY DILUTE THE INTERESTS OF THE EXISTING SHAREHOLDERS.
The $10 million in convertible notes issued by the Registrant in May
2002 are convertible by the holders into common stock at any time prior
to their maturity in June 2003 at an initial conversion price of 200%
of the weighted average price of the Registrant's common stock on the
date of issuance. Additionally, the Registrant is required to pay its
outstanding loans under the Credit Facility before any installment of
principal on the Convertible Notes is paid in cash and therefore the
Registrant may have no choice but to pay such installments through a
partial conversion of the notes into common stock, which could cause
further dilution to occur. See "The Registrant is required to pay its
outstanding loans under the Credit Facility before any installment of
principal on the Convertible Notes is paid in cash and therefore the
required "payments" in stock could be dilutive to the Registrant's
shareholders and such dilution could be made worse by the note holders'
hedging activities." Moreover, the conversion price of the notes could
be lowered, perhaps substantially, in a variety of circumstances,
including the Registrant's issuance of common stock below the holders'
conversion price (either directly or in connection with the issuance of
most securities convertible into, or exercisable for, common stock),
the Registrant's failure to comply with specific registration and
listing obligations applicable to the common stock into which the notes
are convertible, and other breaches by the Registrant of its
obligations to the note holders. Correspondingly, the Registrant issued
to the note holders in May 2002 three-year warrants entitling the
warrant holders to purchase an aggregate of 621,303 shares of the
Registrant's common stock at an exercise price of $4.0238 per share.
Both the number of warrants and the exercise price are subject to
adjustments that could make them further dilutive to existing
shareholders. Neither the notes nor the warrants establishes a "floor"
limiting reductions in, respectively, the conversion price of the notes
or the exercise price of the warrants that may occur under certain
circumstances. Correspondingly, there is no "ceiling" on the number of
warrants that may be issuable under certain circumstances under the
antidilution adjustments in the warrants.
o THE REGISTRANT IS REQUIRED TO PAY ITS OUTSTANDING LOANS UNDER THE
CREDIT FACILITY BEFORE ANY INSTALLMENT OF PRINCIPAL ON THE CONVERTIBLE
NOTES IS PAID IN CASH AND THEREFORE THE REQUIRED PAYMENTS IN STOCK
COULD BE DILUTIVE TO THE REGISTRANT'S SHAREHOLDERS AND SUCH DILUTION
COULD BE MADE WORSE BY THE NOTE AND WARRANT HOLDERS' HEDGING
ACTIVITIES.
The Registrant's revolving credit facility prohibits the Registrant
from paying any installments on the convertible notes in cash at any
time the Registrant has indebtedness outstanding under the credit
facility. Under such circumstances the Registrant will effectively be
required to "pay" installments on the notes through a partial
conversion of the notes into common stock. The conversion price,
subject to certain anti-dilution adjustments, would be the lower of (i)
200% of the weighted average trading price for the Registrant's common
stock as reported on the Nasdaq National Market on the issuance date or
(ii) 95% of the average of the weighted average trading prices of the
Registrant's common stock during the time period to which the
installment relates. Since the Registrant's inability to pay
installments in cash would most likely occur when it is experiencing
unsatisfactory operating results and lower trading prices for its
common
stock, the number of shares required to "pay" an installment in a
partial conversion of the notes could increase significantly, with the
resultant dilution further depressing the Registrant's stock price.
Moreover, the note and warrant holders may hedge their positions in the
Registrant's stock through shorting the Registrant's stock, which could
further adversely affect the stock price. This hedging activity and its
effect on the stock price could increase the number of shares required
to be issued on the next installment date.
o ANY FAILURE BY THE REGISTRANT TO SATISFY ITS REGISTRATION, LISTING AND
OTHER OBLIGATIONS WITH RESPECT TO THE COMMON STOCK UNDERLYING THE
CONVERTIBLE NOTES AND THE WARRANTS COULD RESULT IN ADVERSE
CONSEQUENCES, INCLUDING ACCELERATION OF THE NOTES.
The Registrant is required to file a registration statement covering
the common stock underlying the convertible notes and the warrants by
June 14, 2002 and cause it to become effective by September 27, 2002
and, subject to certain exceptions, maintain its effectiveness until
the underlying common stock is no longer restricted for federal
securities law purposes. The Registrant is subject to various penalties
for failure to meet its registration obligations and the related stock
exchange listing for the underlying common stock, including cash
penalties and forced redemption of the notes at the greater of (i) 125%
of the principal amount plus interest or (ii) the product of the
"conversion rate" (the amount of principal and interest being redeemed
divided by the conversion price) multiplied by the weighted average
price of the Registrant's common stock on the trading day immediately
preceding its registration or listing default. If the Registrant is
unable to issue common stock under the Convertible Notes because the
amount issuable would exceed the number of shares that the Registrant
is permitted to issue without shareholder approval under Nasdaq
National Market requirements (aggregate shares in excess of 20% of the
issued and outstanding shares), then the Registrant may be required to
redeem the Convertible Notes at 100% of the principal plus accrued
interest at 6%.
o THE REGISTRANT IS OBLIGATED TO MAKE SIGNIFICANT PERIODIC PAYMENTS OF
PRINCIPAL AND INTEREST UNDER ITS FINANCING INSTRUMENTS.
The Registrant has material indebtedness outstanding under the
above-discussed: (i) Credit Facility; (ii) mortgage loan secured by the
Registrant's facilities in Dallas, Texas; and (iii) Convertible Notes.
The Registrant is required to make periodic payments of interest on
each of the financial instruments and, in the case of the Convertible
Notes, periodic payments of principal. The Registrant is not in default
under any of the financing instruments and believes it will have the
resources to make all required principal and interest payments. If,
however, the Registrant at any time does default on any of its payment
obligations or other obligations under any financing instrument, the
creditors under the applicable instrument will have all rights
available under the instrument, including acceleration, termination
and, with respect to the secured financings, enforcement of security
interests. The financing instruments also have certain qualified
cross-default provisions, particularly for acceleration of indebtedness
under one of the other instruments. Under such circumstances, the
Registrant's cash position and liquidity would be severally impacted,
and it is possible the Registrant would not be able to pay its debts as
they come due.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
Not applicable.
(b) PRO FORMA FINANCIAL INFORMATION.
Not applicable.
(b) EXHIBITS.
4.1 Securities Purchase Agreement, dated as of May 29, 2002, between
the Registrant and the Buyers named therein (the "Securities
Purchase Agreement").
4.2 Form of Convertible Note, dated as of May 29, 2002, between the
Registrant and each of the Buyers under the Securities Purchase
Agreement.
4.3 Form of Warrant, dated as of May 29, 2002, between the Registrant
and each of the Buyers under the Securities Purchase Agreement.
4.4 Registration Rights Agreement, dated as of May 29, 2002, between
the Registrant and each of the Buyers under the Securities
Purchase Agreement.
4.5 First Amendment to Third Amended and Restated Rights Agreement
dated as of May 29, 2002 between the Registrant and Computershare
Investor Services, LLC.
10.1 Form of Commitment Letter dated May 29, 2002.
10.2 Consent, Waiver and Third Amendment to Credit Agreement, effective
as of May 29, 2002 among the Registrant, Brite Voice Systems, Inc.
(successor by merger to InterVoice Acquisition Subsidiary III,
Inc.), Bank of America, National Association (successor by merger
to Bank of America National Trust and Savings Association), as
Agent, and the other Lenders named therein.
10.3 Subordination and Intercreditor Agreement effective as of May 29,
2002 by and among the Registrant, the Buyers under the Securities
Purchase Agreement, and Bank of America, National Association, as
Agent for the Senior Creditors (defined therein).
10.4 Promissory Note, dated May 29, 2002, executed by the Registrant in
favor of Beal Bank, S.S.B.
10.5 Deed of Trust, Security Agreement, and Assignment of Leases and
Rents, dated May 29, 2002, executed by the Registrant for the
benefit of Beal Bank, S.S.B.
ITEM 9. REGULATION FD DISCLOSURE.
In connection with the sale by the Registrant of the Convertible Notes and
Warrants to the Buyers pursuant to the Securities Purchase Agreement described
in Item 5 of this report, the Registrant disclosed to the Buyers, pursuant to a
confidentiality agreement, certain historical information about its working
capital at April 30, 2002 and certain historical information about its
operations to date for the first quarter of fiscal 2003. The information
disclosed was previously nonpublic. Such information may be found in Schedule
2(d) to the Securities Purchase Agreement, which is filed as an exhibit to this
report and incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
INTERVOICE-BRITE, INC.
By: /s/ Rob-Roy J. Graham
------------------------
Rob-Roy J. Graham
Secretary and
Chief Financial Officer
Date: May 30, 2002
INDEX TO EXHIBITS
ITEM
NUMBER EXHIBIT
------ -------
4.1 Securities Purchase Agreement, dated as of May 29, 2002, between
the Registrant and the Buyers named therein (the "Securities
Purchase Agreement").
4.2 Form of Convertible Note, dated as of May 29, 2002, between the
Registrant and each of the Buyers under the Securities Purchase
Agreement.
4.3 Form of Warrant, dated as of May 29, 2002, between the
Registrant and each of the Buyers under the Securities Purchase
Agreement.
4.4 Registration Rights Agreement, dated as of May 29, 2002, between
the Registrant and each of the Buyers under the Securities
Purchase Agreement.
4.5 First Amendment to Third Amended and Restated Rights Agreement
dated as of May 29, 2002 between the Registrant and
Computershare Investor Services, LLC.
10.1 Form of Commitment Letter dated May 29, 2002.
10.2 Consent, Waiver and Third Amendment to Credit Agreement,
effective as of May 29, 2002 among the Registrant, Brite Voice
Systems, Inc. (successor by merger to InterVoice Acquisition
Subsidiary III, Inc.), Bank of America, National Association
(successor by merger to Bank of America National Trust and
Savings Association), as Agent, and the other Lenders named
therein.
10.3 Subordination and Intercreditor Agreement effective as of May
29, 2002 by and among the Registrant, the Buyers under the
Securities Purchase Agreement, and Bank of America, National
Association, as Agent for the Senior Creditors (defined
therein).
10.4 Promissory Note, dated May 29, 2002, executed by the Registrant
in favor of Beal Bank, S.S.B.
10.5 Deed of Trust, Security Agreement, and Assignment of Leases and
Rents, dated May 29, 2002, executed by the Registrant for the
benefit of Beal Bank, S.S.B.