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): April 23, 2007
Intervoice, Inc.
(Exact name of registrant as specified in its charter)
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| Texas
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001-15045
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75-1927578 |
| (State or other jurisdiction
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(Commission
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(IRS Employer |
| of incorporation)
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File Number)
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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)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01
Entry into a Material Definitive Agreement.
On April 23, 2007 Marie A. Jackson resigned as Senior Vice President Corporate Marketing of
Intervoice, Inc. (the “Company”). In connection with such resignation, the Company and Ms. Jackson
entered into a Separation Agreement dated April 23, 2007 (the “Separation Agreement”). Subject to
certain conditions, the Separation Agreement provides, among other things, for the Company to pay
Ms. Jackson four months’ salary, or $71,667, and to reimburse her for the employer’s portion of the
Company’s group health insurance coverage for Ms. Jackson and her covered dependents through August
31, 2007. The Separation Agreement also obligates Ms. Jackson to release Intervoice and to honor
her existing obligations with respect to confidential and proprietary information. A copy of the
Separation Agreement is attached to this Form 8-K as Exhibit 10.1 and incorporated herein by
reference.
Item 1.02
Termination of a Material Definitive Agreement.
George T. Platt will cease serving as Senior Vice President Global Channels and Sales
Operations of the Company effective July 25, 2007. His employment termination is without cause under his Employment Agreement.
Item 2.02 Results of Operations and Financial Condition.
On April 26, 2007 the Company issued a press release (the “Press Release”) announcing its
financial results with respect to the quarter and year ended February 28, 2007. A copy of the Press Release
is attached to this Form 8-K as Exhibit 99.1 and incorporated herein by reference.
Item 8.01 Other Events.
As
the Company has previously disclosed, on December 13, 2006 Phoenix Solutions, Inc. (“Phoenix”) filed suit against Sony Electronics,
Inc. (“Sony”) in the United States District Court for the Central District of California for
infringement of U.S. Patent Nos. 6,615,172, 6,633,846, 6,665,640 and 7,050,977.
On February 9,
2007 Sony filed its answer to Phoenix’s claims of infringement, denied any liability and filed a
counterclaim alleging that the patents were neither valid nor infringed by Sony. On February 26,
2007 Sony filed a third party complaint against the Company for alleged breach of warranty of title
and the warranty against infringement related to the claims of infringement made by Phoenix against
Sony. In its third party complaint, Sony seeks to recover actual damages suffered by it in the
event a final judgment is entered against Sony or it is otherwise liable for any damages, fees or
costs arising out of the claims of patent infringement made by Phoenix against the Sony interactive
voice response system. On April 9, 2007 the Company filed its motion to dismiss the third party
complaint. The trial court recently transferred the case to the United States District Court for
the Northern District of California, San Francisco Division, and the case is now styled Phoenix
Solutions, Inc vs. Sony Electronics, Inc., Case No. C07-2112 (EMC). In the event that the court
does not grant the pending motion to dismiss, the Company intends to vigorously defend itself
against any and all claims made against it.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Shell Company Transactions.
Not applicable.
(d) Exhibits.
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| Exhibit |
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Exhibit Title |
10.1
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Separation Agreement between the Company and Marie A. Jackson dated
April 23, 2007 |
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99.1
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Press Release of the Company dated April 26, 2007 announcing its
financial results with respect to the quarter and year ended February 28,
2007 |