-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BcbGgjg0bV440sHKO7LH02WdK2KehRLh0YY1a2R2vq8pYb6IFUp2aRj5XffOwI4n +LCR03CnBK6W7u4kjXzezg== 0000927946-06-000066.txt : 20060509 0000927946-06-000066.hdr.sgml : 20060509 20060509165602 ACCESSION NUMBER: 0000927946-06-000066 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060509 DATE AS OF CHANGE: 20060509 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTERACTIVE INTELLIGENCE INC CENTRAL INDEX KEY: 0001083318 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 351933097 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-57885 FILM NUMBER: 06821725 BUSINESS ADDRESS: STREET 1: 7601 INTERACTIVE WAY CITY: INDIANAPOLIS STATE: IN ZIP: 46278 BUSINESS PHONE: 3178723000 MAIL ADDRESS: STREET 1: 7601 INTERACTIVE WAY CITY: INDIANAPOLIS STATE: IN ZIP: 46278 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Brown Kyle E CENTRAL INDEX KEY: 0001354090 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 317-590-4246 MAIL ADDRESS: STREET 1: 3653 SOUTH U.S. 421 CITY: ZIONSVILLE STATE: IN ZIP: 46077 SC 13D/A 1 schedule13dinin.htm SCHEDULE 13D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549	OMB APPROVAL
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SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1 )*

Interactive Intelligence, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

45839M 103

(CUSIP Number)

Stephen J. Hackman, Esq.
ICE MILLER LLP
One American Square, Suite 3100
Indianapolis, IN 46282-0200
(317) 236-3400

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

May 8, 2006

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Persons who respond to the collection of information contained in this form are not

required to respond unless the form displays a currently valid OMB control number.

CUSIP NO.: 45839M 103

1. Name of Reporting Person. Kyle E. Brown

I.R.S. Identification Nos. of above persons (entities only)

2.            Check the Appropriate Box if a Member of a Group (See Instructions)
                (a) o
                (b) o

3. SEC Use Only

4. Source of Funds (See Instructions)

5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

6. Citizenship or Place of Organization

United States

7. Sole Voting Power

0 (See Item 5)

8. Shared Voting Power

9. Sole Dispositive Power

3,731,702

10. Shared Dispositive Power

11. Aggregate Amount Beneficially Owned by Each Reporting Person

3,731,702

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

13. Percent of Class Represented by Amount in Row (11)

22.89%

14. Type of Reporting Person (See Instructions)

This Amendment No. 1 to Schedule 13D relates to the disposition, as reflected in Item 5 below, of certain shares of the common stock of Interactive Intelligence, Inc. (the "Issuer") by Ms. Kyle E. Brown, the acquisition of which was reported on the Schedule 13D filed on February 24, 2006.

Item 1.

Security and Issuer.

This Amendment No. 1 to Schedule 13D is being filed with respect to 3,731,702 shares of the common stock of the Issuer whose principal executive offices are located at 7601 Interactive Way, Indianapolis, Indiana 46278.

Item 2.

Identity and Background.

The person filing this report is Kyle E. Brown (the "Filing Person") and her principal residence is 3653 South U.S. 421, Zionsville, Indiana 46077. The Filing Person is not currently employed or engaged in an occupation. In the last five years, the Filing Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), nor has she been party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which she was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. The Filing Person is a citizen of the United States of America.

Item 3.

Source and Amount of Funds or Other Consideration.

The Filing Person did not expend any funds in the acquisition of the shares of the Issuer's common stock, but instead acquired the shares from her ex-husband pursuant to an Agreement of Property Settlement and for Child Custody and Support (the "Agreement"), which was approved by the Indiana State Superior Court in Boone County on February 14, 2005, in connection with the division of property in divorce proceedings.

Item 4.

Purpose of Transaction.

The Filing Person acquired the right to acquire all of the shares of the Issuer's common stock beneficially owned by the Filing Person on February 14, 2006, pursuant to the Agreement (which is described in further detail in response to Item 3 of this Schedule 13D). The Filing Person may dispose of the shares of the Issuer's common stock as the market permits directly to one or more purchasers, to or through underwriters, brokers or dealers, through agents on a best-efforts basis or otherwise, or through a combination of such methods of sale, and the Filing Person may sell the shares in one or more transactions at a fixed price or prices, which may be changed, at prevailing market prices at the time of sale or at prices related to such prevailing prices, at varying prices determined at the time of sale, or at negotiated prices. The Filing Person may also transfer, devise or gift such common stock.

The Filing Person does not currently have any plans to: (i) acquire any additional securities of the Issuer, (ii) cause any extraordinary corporate transaction, (iii) cause a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries, (iv) cause a change in the present board of directors or management of the Issuer, (v) cause a change in the present capitalization or dividend policy of the Issuer, (vi) cause any other material change in the Issuer's business or corporate structure; (vii) change the Issuer's charter, bylaws or similar instruments in a way that would impede the acquisition of control of the Issuer by any person; (viii) cause a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (ix) cause a class of the Issuer's securities to become eligible for termination of registration pursuant to section 12(g)(4) of the Securities Exchange Act of 1934; or (x) any action similar to the above.

Item 5.

Interest In Securities Of The Issuer.

The Filing Person holds 3,731,702 shares of the Issuer's common stock, or, based on the Issuer's Annual Report on Form 10-K for the fiscal year ended December 31, 2005, 22.89% of the outstanding shares of common stock. The Filing Person has sole power to dispose or direct the disposition of the shares. Pursuant to Section 23-1-42 of the Indiana Code, these shares are deemed to be "control shares," and are without any voting rights in the hands of the Filing Person, unless and until voting rights are approved by the shareholders of the Issuer. The Filing Person acquired the right to acquire all of the shares of the Issuer's common stock beneficially owned by the Filing Person on February 14, 2006, pursuant to the Agreement (which is described in further detail in response to Item 3 of this Schedule 13D). Any subsequent purchaser of the Filing Person's shares of the Issuer's common stock will have voting power with respect to such shares, so long as the acquisition of the shares does not cause the purchaser to hold (in the aggregate with all other shares held by the purchaser) any of the following ranges of voting power in the election of directors: (1) one-fifth or more but less than one-third of all voting power; (2) one-third or more but less than a majority of all voting power; or (3) a majority or more of all voting power.

The Filing Person has sold 185,033 shares of the Issuer's common stock in transactions executed in the NASDAQ National Market since the most recent filing of a Schedule 13D. These sales occurred in the following transactions:

Date of Sale	Number of Shares	Price per Share
May 2, 2006	6,700	$11.317
May 3, 2006	37,346	$11.169
May 4, 2006	49,487	$10.403
May 5, 2006	66,500	$10.693
May 8, 2006	25,000	$10.721

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

The Filing Person is not party to any contract, arrangement, understanding or relationship with respect to the shares, other than the Agreement, which simply provides that her ex-husband must transfer all of the shares of the Issuer's common stock reported on this Schedule 13D to the Filing Person, without any contingencies or other conditions.

Item 7.

Material to be Filed as Exhibits.

Exhibit A – Power of Attorney.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

May 8, 2006

Date

/s/ Stephen J. Hackman

Signature

Stephen J. Hackman/attorney-in-fact

Name/Title

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

EX-24 2 poa.htm POWER OF ATTORNEY

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints each of Stephen J. Hackman, Kristine J. Bouaichi and Stacy S. Kilian signing singly, the undersigned's true and lawful attorney-in-fact to:

(1)

execute for and on behalf of the undersigned, in the undersigned's capacity as an officer, director and/or 5% Shareholder of Interactive Intelligence, Inc. (the "Company"), Schedule 13D, Schedule 13G and any amendments to Schedule 13D and Schedule 13G in accordance with Section 13 of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder;

(2)

do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedule 13D, Schedule 13G and any amendments to Schedule 13D and Schedule 13G and timely file such schedule or form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(3)

take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving such capacity at the request of the undersigned are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 13 of the Securities Exchange Act of 1934, as amended.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedule 13D, Schedule 13G and any amendments to Schedule 13D and Schedule 13G with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless either revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 9th day of May, 2006.

/s/ Kyle E. Brown

Signature

Kyle E. Brown

Printed Name

STATE OF INDIANA

)

SS:

COUNTY OF MARION

)

Subscribed to and sworn before me, a Notary Public, in and for said County and State, this 9th day of May, 2006.

/s/ Connie L. Keatts

Signature

Connie L. Keatts

Printed Notary Public

My Commission Expires:

Mar. 17, 2009

County of Residence:

Marion

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