<PAGE>   1

   
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 12, 1997
    
===============================================================================
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                --------------

                                  FORM 10-K/A

[X]             ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

                 FOR THE FISCAL YEAR ENDED FEBRUARY 28, 1997

                                       OR
                                      
[ ]          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
               OF THE SECURITIES EXCHANGE ACT OF 1934

                 FOR THE TRANSITION PERIOD FROM       TO
                                                -----   ----

                                 --------------

                        COMMISSION FILE NUMBER: 0-13616

                                INTERVOICE, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                 TEXAS                                  75-1927578
        (STATE OF INCORPORATION)         (I.R.S. EMPLOYER IDENTIFICATION NUMBER)

        17811 WATERVIEW PARKWAY
             DALLAS, TEXAS                                 75252
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                (ZIP CODE)

              REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
                                 (972) 454-8000
          SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
                                      NONE
          SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

                              TITLE OF EACH CLASS
                              -------------------
                           COMMON STOCK, NO PAR VALUE
                        PREFERRED SHARE PURCHASE RIGHTS

     INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH
FILING REQUIREMENTS FOR THE PAST 90 DAYS.      YES  X         NO 
                                                   ---           ---

     INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM
405 OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO
THE BEST OF THE REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION
STATEMENTS INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY
AMENDMENT TO THIS FORM 10-K.  [ ]

     AGGREGATE MARKET VALUE OF COMMON STOCK HELD BY NONAFFILIATES AS OF MAY 
19,1997:  $180,140,027

     NUMBER OF SHARES OF COMMON STOCK OUTSTANDING AS OF MAY 19, 1997:  
16,192,362

                      DOCUMENTS INCORPORATED BY REFERENCE

     LISTED BELOW ARE DOCUMENTS PARTS OF WHICH ARE INCORPORATED HEREIN BY
REFERENCE AND THE PART OF THIS REPORT INTO WHICH THE DOCUMENT IS INCORPORATED:

  (1) PROXY STATEMENT FOR THE 1997 ANNUAL MEETING OF SHAREHOLDERS - PART III.

===============================================================================


<PAGE>   2
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The Independent Auditors Report of Ernst & Young LLP and the Consolidated
Financial Statements of the Company as of February 28, 1997 and February 29,
1996, and for each of the three years in the period ended February 28, 1997
follow:


                                       16
<PAGE>   3


             REPORT OF ERNST AND YOUNG LLP, INDEPENDENT AUDITORS


The Stockholders and Board of Directors of
InterVoice, Inc.

We have audited the accompanying consolidated balance sheets of InterVoice,
Inc. and subsidiaries as of February 28, 1997 and February 29, 1996, and the
related consolidated statements of income, changes in stockholders' equity, and
cash flows for each of the three years in the period ended February 28, 1997.
Our audits also included the financial statement schedule listed in the index
at item 14(a). These financial statements and schedule are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements and schedule based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
InterVoice, Inc. and subsidiaries at February 28, 1997 and February 29, 1996,
and the consolidated results of their operations and their cash flows for each
of the three years in the period ended February 28, 1997, in conformity with
generally accepted accounting principles. Also, in our opinion, the related
financial statement schedule, when considered in relation to the basic
financial statements taken as a whole, presents fairly in all material respects
the information set forth therein.



                                                        Ernst & Young LLP



Dallas, Texas
April 2, 1997,
except for 
Note F, for
which the date
is April 9, 1997.




                                       17

<PAGE>   4
                               InterVoice, Inc.
                          Consolidated Balance Sheets


<TABLE>
<CAPTION>

                                                               February 28,     February 29,
ASSETS                                                             1997             1996
----------------------------------------------------------   --------------    --------------
<S>                                                          <C>               <C>           
CURRENT ASSETS
     Cash and cash equivalents                               $   24,162,024    $   23,573,976
     Accounts and notes receivable, net of allowance
       for doubtful accounts of $250,950 in 1997 and
       $746,027 in 1996                                          33,506,747        24,704,425
     Inventory                                                   12,107,738        12,586,640
     Prepaid expenses and other assets                            3,833,248           804,428
     Deferred taxes                                               1,419,495         1,714,246
                                                             --------------    --------------
                                                                 75,029,252        63,383,715
PROPERTY AND EQUIPMENT
     Building                                                    16,140,989        15,865,605
     Computer equipment and software                             20,663,578        10,117,852
     Furniture, fixtures and other                                5,322,288         4,737,625
     Service equipment                                            1,975,825         2,025,558
                                                             --------------    --------------
                                                                 44,102,680        32,746,640
     Less allowance for depreciation                             13,676,956         9,540,886
                                                             --------------    --------------
                                                                 30,425,724        23,205,754
OTHER ASSETS
     Intangible assets, net of amortization
       of $1,802,708 in 1997 and
       $1,893,619 in 1996                                         3,723,533         2,788,205
     Other assets                                                      --             349,132
                                                             --------------    --------------
                                                             $  109,178,509    $   89,726,806
                                                             ==============    ==============

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES
     Accounts payable and accrued expenses                   $   12,893,725    $   11,796,125
     Customer deposits                                            3,403,739         2,527,514
     Deferred income                                              4,995,231         4,075,099
     Income taxes payable                                              --           1,053,519
                                                             --------------    --------------
                                                                 21,292,695        19,452,257

DEFERRED TAXES                                                    1,695,294           713,074

CONTINGENCIES

STOCKHOLDERS' EQUITY
     Preferred Stock, $100 par value--2,000,000
       shares authorized: none issued
     Common Stock, no par value, at nominal
       assigned value--62,000,000 shares
       authorized: 19,353,973  issued,
       16,353,973 outstanding in 1997
       and 18,984,206 issued, 15,984,206
       outstanding in 1996                                            9,667             9,460
     Additional paid-in capital                                  43,028,780        39,103,070
     Unearned compensation                                         (493,634)         (436,281)
     Treasury stock - at cost                                   (24,003,245)      (24,003,245)
     Retained earnings                                           67,648,952        54,888,471
                                                             --------------    --------------
                                                                 86,190,520        69,561,475
                                                             --------------    --------------
                                                             $  109,178,509    $   89,726,806
                                                             ==============    ==============
</TABLE>


See notes to consolidated financial statements.


                                      18

<PAGE>   5
                                InterVoice, Inc.
                       Consolidated Statements of Income


<TABLE>
<CAPTION>
                                                      Year Ended February 29/28 
                                          -------------------------------------------------
                                              1997              1996               1995    
                                          ------------      ------------       ------------
<S>                                       <C>               <C>                <C>         
SALES                                     $104,845,697      $ 97,103,054       $ 76,265,228

COST OF GOODS SOLD                          40,131,308        34,468,112         27,882,870
                                          ------------      ------------       ------------
GROSS MARGIN                                64,714,389        62,634,942         48,382,358

  Research and development expenses         11,652,934         9,757,972          7,313,780
  Selling, general and
    administrative expenses                 33,712,840        27,822,228         21,222,547
  Purchased research and development              --                --           10,541,918
  Litigation settlement                      1,800,000              --                 --
                                          ------------      ------------       ------------
INCOME FROM OPERATIONS                      17,548,615        25,054,742          9,304,113

  Other income - net                           680,644           532,065            438,586
                                          ------------      ------------       ------------
INCOME BEFORE INCOME TAXES                  18,229,259        25,586,807          9,742,699

INCOME TAXES
  Current                                    4,191,807         8,371,856          7,328,307
  Deferred                                   1,276,971           (44,407)          (119,188)
                                          ------------      ------------       ------------
INCOME TAXES                                 5,468,778         8,327,449          7,209,119
                                          ------------      ------------       ------------
NET INCOME                                $ 12,760,481      $ 17,259,358       $  2,533,580
                                          ============      ============       ============

Net income per common and
  common equivalent share                 $        .77      $       1.05       $        .15
                                          ============      ============       ============

Weighted average number of common
  and common equivalent shares              16,618,937        16,397,924         16,755,289
                                          ============      ============       ============
</TABLE>


See notes to consolidated financial statements.





                                      19
<PAGE>   6
                                InterVoice, Inc.
           Consolidated Statements of Changes in Stockholders' Equity


<TABLE>
<CAPTION>
                                     Common Stock      Additional
                                ----------------------   Paid-in       Unearned       Treasury        Retained             
                                  Shares      Amount     Capital     Compensation      Stock          Earnings        Total
                                --------------------------------------------------------------------------------------------
<S>                             <C>           <C>      <C>           <C>           <C>            <C>           <C>         
Balance at February 28, 1994    17,760,805    $8,857   $28,047,450   $    --       $      --      $35,095,533   $ 63,151,840
     Exercise of stock
       options                     365,690       183     1,606,960        --              --             --        1,607,143
     Acquisition of
       business                    255,008       127     2,980,279        --              --             --        2,980,406
     Purchase of
       treasury stock           (3,000,000)     --            --          --       (24,003,245)          --      (24,003,245)
     Tax benefit from
       exercise of
       stock options                  --        --         577,374        --              --             --          577,374
     Net Income                       --        --            --          --              --        2,533,580      2,533,580
                                --------------------------------------------------------------------------------------------
Balance at February 28, 1995    15,381,503     9,167    33,212,063        --       (24,003,245)    37,629,113     46,847,098
                                --------------------------------------------------------------------------------------------

     Exercise of stock
       options                     571,942       278     3,763,469        --              --             --        3,763,747
     Tax benefit from
       exercise of
       stock options                  --        --       1,545,825        --              --             --        1,545,825
     Issuance of
       restricted stock             30,761        15       581,713    (436,281)           --             --          145,447
     Net Income                       --        --            --          --              --       17,259,358     17,259,358
                                --------------------------------------------------------------------------------------------
Balance at February 29, 1996    15,984,206    $9,460   $39,103,070   ($436,281)   ($24,003,245)   $54,888,471   $ 69,561,475
     Exercise of stock
       options                     344,083       194     2,710,623        --              --             --        2,710,817
     Tax benefit from
       exercise of
       stock options                  --        --         562,340        --              --             --          562,340
     Issuance of
       restricted stock,
       net of forfeitures           25,684        13       652,747     (57,353)           --             --          595,407
     Net Income                       --        --            --          --              --       12,760,481     12,760,481
                                --------------------------------------------------------------------------------------------
Balance at February 28, 1997    16,353,973    $9,667   $43,028,780   ($493,634)   ($24,003,245)   $67,648,952   $ 86,190,520
                                ============================================================================================
</TABLE>



See notes to consolidated financial statements.





                                      20
<PAGE>   7
                                InterVoice, Inc.
                     Consolidated Statements of Cash Flows


<TABLE>
<CAPTION>
                                                                         Year Ended February 29/28
                                                            --------------------------------------------------
                                                                1997              1996                1995
                                                            ------------       ------------       ------------
<S>                                                         <C>                <C>                <C>         
OPERATING ACTIVITIES
    Net Income                                              $ 12,760,481       $ 17,259,358       $  2,533,580
    Adjustments to reconcile net income
      to net cash provided by
      operating activities:
         Purchased research and
           development                                              --                 --           10,541,918
         Depreciation and amortization                         4,946,376          4,393,988          3,522,925
         Compensation expense
           related to restricted stock issuances                 595,407            145,447               --
         Deferred income taxes (benefit)                       1,276,971            (44,407)          (119,188)
         Provision for doubtful accounts                         397,739            173,928            481,938
         Provision for slow moving inventories                 1,200,000            752,090            660,000
         Disposal of equipment                                    89,447             11,669             37,014
         Changes in operating assets and
           liabilities net of effects of acquisition:
           Increase in accounts receivable                    (9,200,060)        (7,279,317)        (3,396,102)
           Increase in inventories                              (671,365)        (3,657,122)        (3,499,289)
           (Increase) decrease in prepaid expenses            (3,520,298)          (288,339)           124,669
           Increase in accounts payable
              and accrued expenses                             1,097,596          2,258,010          2,273,304
           Increase (decrease) in customer deposits              876,225          1,395,750            (84,607)
           Increase in deferred income                           920,132            710,251          1,088,334
           Increase (decrease) in income taxes payable              --             (459,505)         1,027,768
                                                            ------------       ------------       ------------
                                                              10,768,651         15,371,801         15,192,264

INVESTING ACTIVITIES
    Acquisition of business, net of
      cash acquired                                                 --                 --           (9,130,574)
    Purchases of property and equipment                      (11,483,435)        (6,525,578)        (9,197,365)
    Increase in other assets                                  (1,407,985)        (1,020,279)          (819,401)
    (Increase) decrease in notes receivable                         --              161,508           (151,462)
                                                            ------------       ------------       ------------
                                                             (12,891,420)        (7,384,349)       (19,298,802)

FINANCING ACTIVITIES
    Purchase of treasury stock                                      --                 --          (24,003,245)
    Exercise of stock options                                  2,710,817          5,309,572          2,184,517
                                                            ------------       ------------       ------------
                                                               2,710,817          5,309,572        (21,818,728)

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                 588,048         13,297,024        (25,925,266)

Cash and cash equivalents, beginning of year                  23,573,976         10,276,952         36,202,218
                                                            ------------       ------------       ------------

CASH AND CASH EQUIVALENTS, END OF YEAR                      $ 24,162,024       $ 23,573,976       $ 10,276,952
                                                            ============       ============       ============
</TABLE>


See notes to consolidated financial statements.


                                      21
<PAGE>   8


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A - DESCRIPTION OF BUSINESS

The Company develops, sells and services call automation systems with an
emphasis on interactive voice response allowing individuals to interact with
computer data bases using their telephones, personal computers, credit card
terminals or voice. The Company's systems are sold under the trade names
"OneVoice" and "InterDial" and are used by a variety of enterprises to
disseminate and receive information efficiently, allowing multiple callers
simultaneous access to computer data bases without the expense of maintaining a
manned workstation for each telephone line, or by automatically dialing phone
numbers and only transferring a call to an operator if the call is answered and
the called party remains on the phone. The Company's products include software
designed to simplify system customization while permitting a number of diverse
product applications. The Company sells its products directly to end-users and
through more than 130 domestic and international distributors.

NOTE B - SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION: The consolidated financial statements include the
accounts of InterVoice and its subsidiaries. All significant intercompany
transactions and accounts have been eliminated in consolidation.

USE OF ESTIMATES: The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make certain
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from those
estimates.

INVENTORIES: Inventories, primarily system components, are valued at the lower
of cost or net realizable value with cost determined on a first-in, first-out
basis. Amounts presented are net of inventory valuation allowances totaling
$166,000 and $1,350,000 at February 28, 1997 and February 29, 1996,
respectively.

PROPERTY AND EQUIPMENT: Property and Equipment is stated on the basis of cost.
Depreciation is provided by the straight-line method over each asset's
estimated useful life. Depreciation expense totaled $4,124,289, $2,834,613 and
$2,305,263 in fiscal 1997, 1996 and 1995, respectively.

INTANGIBLE ASSETS: Intangible assets, which include patent licenses, purchased
software and license fees for technologies such as text to speech and speech
recognition, are being amortized by the straight-line method based on the
Company's assessment of each asset's useful life. Useful lives range from five
to twelve years. Amortization expense for these items totaled $822,087,
$647,261 and $912,996 in fiscal 1997, 1996 and 1995, respectively.

CASH AND CASH EQUIVALENTS: Cash equivalents include investments in highly
liquid securities with a maturity of three months or less at the time of
acquisition. The carrying amount of these securities approximate fair market
value.

REVENUE RECOGNITION: The Company recognizes revenue from sales of systems and
services at the time a contract is signed, custom system specifications, where
applicable, are defined and agreed upon, and the system has been shipped or
services rendered. In the event the Company anticipates more than a normal time
period between shipment and completion of other obligations (installation and
system testing), revenue recognition is deferred until all remaining
obligations are insignificant. Revenues from system maintenance agreements are
deferred and recognized over the term of the agreement.

DEFERRED INCOME TAXES: Deferred income taxes are recognized using the liability
method and reflect the tax impact of temporary differences between the amounts
of assets and liabilities for financial reporting purposes and such amounts as
measured by tax laws and regulations.                                          

NET INCOME PER SHARE: Net income per share is based on the average common and
common equivalent shares outstanding during each fiscal year. Common equivalent
shares assume the exercise of all dilutive stock options, including restricted
stock, using the treasury stock method. Primary and fully diluted earnings per
share are not materially different for the years presented.

STOCK-BASED COMPENSATION: The Company has elected to follow Accounting
Principles Board Opinion No. 25 "Accounting for Stock Issued to Employees"
("APB 25") in the primary financial statements and to provide supplementary
disclosures required by Statement of Financial Accounting Standards No. 123
"Accounting for Stock-Based Compensation" ("FAS 123"). See Note F.

RECLASSIFICATIONS: Certain prior year balances have been reclassified to
conform to current year presentation.


                                      22
<PAGE>   9




NOTE C - ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consist of the following:

<TABLE>
<CAPTION>
                                                   1997                  1996
                                                   ----                  ----
<S>                                            <C>                   <C>        
Accounts payable                               $10,094,466           $ 7,923,169
Accrued compensation                             1,572,875             2,356,379
Other                                            1,226,384             1,516,577
                                               -----------           -----------
                                               $12,893,725           $11,796,125
                                               ===========           ===========
</TABLE>


NOTE D - INCOME TAXES

Significant components of the Company's deferred tax assets and liabilities are
as follows:

<TABLE>
<CAPTION>
                                                        1997             1996
                                                        ----             ----
<S>                                                <C>                <C>       
Deferred tax assets:
Allowance for slow moving inventories              $    62,956        $  511,988
Deferred revenue                                       738,667           942,181
Accrued expenses                                       146,022           267,615
Allowance for doubtful accounts                         69,782           102,777
Book over tax depreciation/amortization                453,706              --
Other                                                  311,093            44,795
                                                   -----------        ----------
   Total deferred tax assets                         1,782,226         1,869,356
                                                   -----------        ----------
Deferred tax liabilities:
Capitalized Software                                 1,814,368           639,835
Tax over book depreciation                                --             110,884
Prepaid assets                                         240,826           107,049
Other                                                    2,831            10,416
                                                   -----------        ----------
   Total deferred tax liabilities                    2,058,025           868,184
                                                   -----------        ----------

   Net deferred tax assets (liabilities)           $  (275,799)       $1,001,172
                                                   ===========        ==========
</TABLE>


                                      23
<PAGE>   10




Domestic and foreign income before taxes, and details of the income tax
provision are as follows:

<TABLE>
<CAPTION>
                                         1997               1996               1995
                                         ----               ----               ----
<S>                                  <C>                <C>                <C>         
Income (loss) before taxes:
Domestic                             $ 18,610,597       $ 26,671,904       $ 10,969,945
Foreign                                  (381,338)        (1,085,097)        (1,227,246)
                                     ------------       ------------       ------------
                                     $ 18,229,259       $ 25,586,807       $  9,742,699
                                     ============       ============       ============

Income tax provision (benefit):
Current:
     Federal                         $  4,137,807       $  8,050,856       $  6,349,864
     Foreign                                 --                 --              146,147
     State                                 54,000            321,000            832,296
                                     ------------       ------------       ------------
       Total current                    4,191,807          8,371,856          7,328,307
Deferred:
     Federal                            1,156,811            (40,982)          (109,996)
     State                                120,160             (3,425)            (9,192)
                                     ------------       ------------       ------------
       Total deferred                   1,276,971            (44,407)          (119,188)
                                     ------------       ------------       ------------
Total                                $  5,468,778       $  8,327,449       $  7,209,119
                                     ============       ============       ============
</TABLE>


A reconciliation of the United States Federal statutory rate to the Company's
effective tax rate is as follows:

<TABLE>
<CAPTION>
                                                         1997                         1996                        1995
                                                         ----                         ----                        ----
                                                   $             %              $             %             $             %
                                                   -             -              -             -             -             -
<S>                                            <C>             <C>        <C>               <C>         <C>             <C> 
Federal income taxes at statutory rates        6,380,240         35         8,955,382         35        3,409,945         35
Tax exempt interest                             (175,588)      (1.0)               --         --         (151,139)      (1.6)
Purchased research & development                      --         --                --         --        3,689,671       37.9
State taxes, net of federal benefit              113,204         .6           259,000        1.0          540,992        5.6
Effect of foreign losses                        (659,833)      (3.6)          380,576        1.5          383,777        3.9
Foreign sales corp. benefit                     (544,036)      (3.0)         (521,208)      (2.0)        (284,327)      (2.9)
Other                                            354,791        1.9          (746,301)      (2.9)        (379,800)      (3.9)
                                             -----------       ----       -----------       ----      -----------       ----
                                             $ 5,468,778       30.0       $ 8,327,449       32.5      $ 7,209,119       74.0
                                             ===========       ====       ===========       ====      ===========       ====
</TABLE>


Income taxes, net of refunds, of $6,587,097, $7,240,945 and $5,818,651 were
paid in fiscal 1997, 1996 and 1995, respectively.

NOTE E - CONTINGENCIES

         Lucent Technologies ("Lucent") has suggested in correspondence to the
Company that it should consider licensing certain Lucent patents for a
substantial payment. The Company has an opinion from its outside legal counsel
that the Company does not infringe the Lucent patents by reason of
non-infringement and/or invalidity. The Company has suggested to Lucent that
Lucent should consider licensing certain patents of the Company, and that a
mutual cross-license might be in the best interests of both parties. The
parties are currently attempting to negotiate a mutually satisfactory
cross-license agreement which would resolve the matter. There is no assurance
that the Company will be able to negotiate a cross-license agreement based on
mutually satisfactory terms. Lucent has not threatened litigation against the
Company. In the event that litigation is instituted against the Company
concerning the Lucent patents, the Company intends to vigorously contest the
claims and to assert defenses of non-infringement and/or invalidity of the
patents, together with any other meritorious defenses and counterclaims,
including any counterclaim for infringement of its patents, the Company might
have. As with any legal proceeding, there is no guarantee that the Company will
prevail in any litigation asserted against the Company in connection with the
Lucent patents.


                                      24
<PAGE>   11



NOTE F - STOCKHOLDERS' EQUITY

Stock option plans are in effect under which shares of common stock may be
authorized for issuance by the Compensation Committee of the Board of Directors
as incentive stock options to key employees. Option prices per share are the
fair market value per share of stock, based on the closing per share price on
the date of grant. Generally, the options become exercisable at the rate of 33%
per year and are exercisable for six years from the date of grant.

<TABLE>
<CAPTION>
                                                                        Weighted Average    
                                                                    Exercise Price Per Share
                                                                    ------------------------
<S>                                <C>              <C>                    <C>
Balance at February 28, 1994       1,537,094                                                
     Granted                         676,050        $7.63 to $14.50        
     Exercised                      (325,640)       $1.06 to $12.63        
     Forfeited                       (64,841)       $4.13 to $18.75        

Balance at February 28, 1995       1,822,663                               
     Granted                         510,750       $14.75 to $22.00        
     Exercised                      (514.177)       $2.06 to $18.75        
     Forfeited                      (164,912)       $4.31 to $21.38        

Balance at February 29, 1996       1,654,324                               $13.52
     Granted                         603,300       $11.88 to $27.25        $21.57
     Exercised                      (285,736)       $2.06 to $19.25        $ 7.36
     Forfeited                      (185,788)       $7.63 to $26.25        $18.21

Balance at February 28, 1997       1,786,100                               $16.74
</TABLE>


At February 28, 1997, a total of 792,328 employee options were exercisable at
an average price of $13.02.

On April 9, 1997, the Board of Directors approved a plan to offer to the
holders of certain outstanding stock options, excluding the five most highly
compensated executive officers, the opportunity to cancel their existing
options and receive new options for the same number of shares but with an
exercise price per share at the then current fair market value and with new
vesting requirements. As a result, approximately 620,000 options with exercise
prices ranging from $11.88 to $27.25 per share were exchanged for new options
with an exercise price of $10.00 per share.

A stock option plan is in effect under which shares of common stock may be
issued by the Board of Directors as nonqualified stock options to
non-employees. Options are issued to non-employee directors in accordance with
a formula prescribed by the plan. Option prices per share are the fair market
value per share, based on the closing per share price on the date of grant.
Each option becomes exercisable within the period specified in the optionee's
agreement and are exercisable for 10 years from the date of grant.


<TABLE>
<CAPTION>
                                                                                          Weighted Average
1990 Non-Employee Option Plan                    Shares           Option Price        Exercise Price Per Share
-----------------------------                    ------           ------------        ------------------------
<S>                                              <C>             <C>                           <C>
Balance at February 28, 1994                     24,600
     Granted                                     26,000              $8.50
     Exercised                                   (6,600)         $3.00 to $6.13
     Forfeited                                   (4,000)             $15.13
                                                 ------
Balance at February 28, 1995                     40,000
     Granted                                     12,000              $22.13
     Exercised                                   (2,000)              $3.09
                                                -------
Balance at February 29, 1996                     50,000                                        $12.82
      Granted                                    26,000              $13.94                    $13.94
      Exercised                                 (22,000)              $8.50                    $ 8.50
      Forfeited                                  (4,000)             $22.13                    $22.13
                                                -------
Balance at February 28, 1997                     50,000              $22.13                    $15.10      
                                                =======
</TABLE>

At February 28, 1997, a total of 24,000 non-employee options were exercisable
at an average price of $14.85.

For all option plans at February 28, 1997, options for 632,133 shares of common
stock were available for future grant.

The Company has adopted an Employee Stock Purchase Plan under which an
aggregate of 200,000 shares of common stock may be issued. Options are issued
to eligible employees in accordance with a formula prescribed by the plan and
are exercised automatically at the end of a one year payroll deduction period.
Option prices are determined as 85% of the lower of the closing price per share
of the Company's common stock on the option 


                                      25
<PAGE>   12
grant date or the option exercise date. At February 28, 1997, options for
70,637 shares of common stock were outstanding under the plan.

<TABLE>
<CAPTION>                                                       Weighted Average
Employee Stock Purchase Plan                       Shares    Exercise Price Per Share
----------------------------                       ------    ------------------------
<S>                                          <C>                   <C>
Balance at February 28, 1994                       58,916
    Granted                                        68,763
    Exercised                                     (33,436)
    Forfeited                                     (25,480)
                                                  -------
Balance at February 28, 1995                       68,763
    Granted                                        48,061
    Exercised                                     (55,765)
    Forfeited                                     (12,998)
                                                  -------
Balance at February 29, 1996                       48,061           $  17.33
    Granted                                        70,637           $  14.39
    Exercised                                     (36,347)          $  11.43
    Forfeited                                     (11,714)          $  20.26
                                                  -------           
Balance at February 28, 1997                       70,637           $  12.23
                                                  =======           
Grant price per option outstanding           $10.84 to $18.06
</TABLE>

During fiscal 1996, the Company adopted a Restricted Stock Plan under which an
aggregate of 500,000 shares may be issued. Approximately 154,000 shares have
been allocated to five senior executives to be earned based on the achievement
of certain targeted share prices and the continued service of each executive for
a two year period after each target is met. The remaining shares are available
for annual grants to other key executives as a component of their annual bonuses
based on the achievement of targeted annual earnings per share objectives and
the completion of an additional two years of service after the grant. Activity
related to restricted stock during fiscal 1997 and 1996 is as follows:


<TABLE>
<CAPTION>
                                       Senior Executive        Key Executive  
                                             Plan                   Plan       
                                       ----------------        -------------
<S>                                         <C>                  <C>
Balance at February 28, 1995                    --                    --      
    Granted                                 30,761                    --
                                            ------                ------
Balance at February 29, 1996                30,761                    --
    Granted                                 30,761                 4,787
    Forfeited                               (9,228)                 (636)
                                            ------                ------
Balance at February 28, 1997                52,294                 4,151
                                            ======                ======

</TABLE>

The weighted average share price on the date of grant in fiscal 1997 was $21.27
for the Senior Executive Plan and $29.44 for the Key Executive Plan. Shares
forfeited in fiscal 1997 had been granted at a weighted average share price of
$21.80. At February 28, 1997, approximately 440,000 shares are reserved for
future restricted stock grants.

One Preferred Share Purchase Right is attached to each outstanding share of the
Company's common stock. If a person or group acquires beneficial ownership of
20 percent or more, or announces a tender offer that would result in beneficial
ownership of 20 percent or more of the Company's outstanding common stock, the
rights become exercisable and each right will entitle its holder to purchase
one four-hundredth of a share of Series A Preferred Stock for $75, subject to
adjustment. If the Company is acquired in a business combination transaction
while the rights are outstanding, each right will entitle its holder to
purchase, for $75, common shares of the acquiring company having a market value
of $150. In addition, if a person or group acquires beneficial ownership of 20
percent or more of the Company's outstanding common stock, each right will
entitle its holder (other than such person or members of such group) to
purchase, for $75, a number of shares of the Company's common stock having a
market value of $150. Furthermore, at any time after a person or group acquires
beneficial ownership of 20 percent or more (but less than 50 percent) of the
Company's outstanding common stock, the Board of Directors may, at its option,
exchange part or all of the rights (other than rights held by the acquiring
person or group) for shares of the Company's common stock on a one-for-one
basis. At any time prior to the acquisition of such a 20 percent position, the
Company can redeem each right for .25 cents. The Board of Directors is also
authorized to reduce the 20 percent thresholds referred to above to not less
than 10 percent. The rights expire in the year 2001.

Because the Company has elected to continue to apply the provisions of APB 25
for expense recognition purposes in the primary financial statements, Statement
of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation", ("FAS 123") requires disclosure of pro forma information which
provides the effects on Net income and Income per share as if the Company had
accounted for its employee stock awards under fair value methods prescribed by
FAS 123. The fair value of the Company's employee stock awards was estimated
using a Black-Scholes option pricing model with the following weighted-average
assumptions for fiscal 1997 and 1996, respectively: risk-free interest rates of
6.39% and 6.02%; stock price volatility factors of .66 and .74; and expected
option lives of 4.06 years and 3.2 years. The Company does not have a history of
paying dividends, and none have been assumed in estimating the fair value of the
options. The weighted-average fair value per share of options granted in fiscal
1997 was $11.82.



                                      26
<PAGE>   13
Pro Forma Required Disclosures:

<TABLE>
<CAPTION>
                            1997                 1996
                          ---------           ---------
<S>                   <C>                 <C>           
Net income .....      $   10,795,850      $   16,242,620
Income per share      $          .67      $         1.00
</TABLE>

As required by FAS 123, only awards granted in fiscal 1996 and 1997 have been
included in determining the amount of additional compensation expense for those
years. As such, the effects of applying FAS 123 on fiscal 1997 and 1996 results
are not necessarily representative of the additional compensation expense which
will be included in future years' pro forma disclosures as more than two years
of awards will be considered.

The following table provides information related to all option plans at
February 28, 1997, excluding the impact of the exchange of options on April 9,
1997, as previously described.

<TABLE>
<CAPTION>

Options Outstanding                                           Weighted Average
-------------------                      Weighted Average  Remaining Contractual
Exercise Prices            Shares         Exercise Price       Life In Years
-------------------        ------        ----------------  ---------------------
<S>                        <C>           <C>                  <C>
$ 2.06 - $10.84            363,474           $  7.38                2.36
$11.63 - $15.13            536,078           $ 12.85                4.41
$17.38 - $27.25          1,007,185           $ 21.79                6.47
                         ---------
                         1,906,737
                         =========

Options Exercisable
-------------------
$ 2.06 - $10.84            236,652           $  6.17                2.26
$11.63 - $15.13            330,360           $ 12.69                2.70
$17.38 - $27.25            249,316           $ 20.20                3.61
                         ---------
                           816,328
                         =========
</TABLE>

Pursuant to an authorization by the Company's Board of Directors during fiscal
1995, in July, 1994, the Company repurchased 3,000,000 shares of its common
stock at an average price of $8.00 per share.

NOTE G - GEOGRAPHIC OPERATIONS AND MAJOR CUSTOMERS

The Company's operations involve a single industry segment: the development,
sale and service of call automation systems.

Export sales, summarized by geographic area, are as follows:

<TABLE>
<CAPTION>
(In Thousands)                1997         1996         1995
--------------                ----         ----         ----
<S>                          <C>          <C>          <C>    
The Americas (Excluding
     the United States)      $11,622      $11,126      $ 6,606
Pacific Rim                    4,769        3,507        2,461
Europe, The Middle East
     and Africa                8,372        3,620        1,978
                             -------      -------      -------
       TOTAL                 $24,763      $18,253      $11,045
                             =======      =======      =======
</TABLE>

One customer, Siemens AG, an InterVoice distributor, accounted for 10.2% of 
the Company's sales during fiscal 1997. During fiscal 1996 and 1995, MCI
Telecommunications accounted for 11.2% and 11.7% of the Company's total sales,
respectively.


                                      27
<PAGE>   14



NOTE H - CONCENTRATIONS OF CREDIT RISK

The Company sells systems directly to end-users and distributors primarily in
the banking and financial, telecommunications, human resource, heathcare and
call center vertical markets. Credit is extended based on an evaluation of a
customer's financial condition and a deposit is generally required. The Company
has made a provision for credit losses in these financial statements, which
have been less than 1% of sales in the periods reported.

NOTE I - EMPLOYEE BENEFIT PLAN

The Company sponsors an employee savings plan which qualifies under section
401(k) of the Internal Revenue Code. All full time employees who have completed
three months of service are eligible to participate in the plan. The Company
matches 50% of employee contributions up to 6% of the employee's eligible
compensation. Company contributions totaled $759,000, $524,000 and $405,000 in
fiscal 1997, 1996 and 1995, respectively.

NOTE J - ACQUISITION

The Company acquired VoicePlex Corporation on August 31, 1994. The acquisition
was accounted for by the purchase method of accounting. This purchase price of
$12,277,992 was comprised of $7,954,749 in cash, Company common stock valued at
$2,980,406 and other direct acquisition costs totaling $1,342,837. The
allocation of the purchase price among the identifiable tangible and intangible
assets was based on the fair market value of those assets using a risk adjusted
income approach.

Based on appraised value, a portion of the purchase price was allocated to
purchased research and development which had not reached technological
feasibility and had no alternative future use. This allocation resulted in a
$10,541,918 charge, net of taxes, to the Company's operations in fiscal year
1995. The remaining purchase price was allocated, based on appraisals, to
software ($746,121), net tangible assets ($470,619), deferred taxes ($351,457),
and assembled workforce ($167,877).


                                      28
<PAGE>   15

                SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

                                INTERVOICE, INC.


<TABLE>
<CAPTION>
                COLUMN A                       COLUMN B                 COLUMN C                COLUMN D            COLUMN E
               ----------                     -----------     -----------------------------   ------------         ----------
                                                                        Additions
                                                              -----------------------------
                                                                 (1)              (2)
                                               Balance at     Charged to       Charged to                          Balance at
                                               Beginning       Cost and      Other Accounts   Deductions -           End of
               Description                     of Period       Expenses        - Describe        Describe            Period
               -----------                     ----------     -----------    --------------   ------------         ----------
<S>                                            <C>            <C>              <C>             <C>                 <C>       
Year ended February 28,1997
  Deducted from asset accounts:
    Allowance for doubtful accounts            $  746,027     $   397,740                      $  (892,817)(A)     $  250,950
    Allowance for slow moving inventories       1,350,000       1,200,000                       (2,384,000)(C)        166,000
                                               ----------     -----------                      -----------         ----------
Total                                          $2,096,027     $ 1,597,740                      $(3,276,817)        $  416,950
                                               ==========     ===========                      ===========         ==========

Year ended February 29,1996
  Deducted from asset accounts:
    Allowance for doubtful accounts            $  585,439     $   173,930                      $   (13,342)(A)     $  746,027
    Allowance  for slow moving inventories      1,110,267         752,090                         (512,357)(B)      1,350,000
                                               ----------     -----------                      -----------         ----------
Total                                          $1,695,706     $   926,020                      $  (525,699)        $2,096,027
                                               ==========     ===========                      ===========         ==========

Year ended February 28,1995
  Deducted from asset accounts:
    Allowance for doubtful accounts            $  192,000     $   481,938                      $   (88,499)(A)     $  585,439
    Allowance  for slow moving inventories        677,256         660,000                         (226,989)(B)      1,110,267
                                               ----------     -----------                      -----------         ----------
Total                                          $  869,256     $ 1,141,938                      $  (315,488)        $1,695,706
                                               ==========     ===========                      ===========         ==========
</TABLE>

--------------------------------
(A) Accounts written off. Includes approximately $520,000 associated with 
    shut down of foreign subsidiary in fiscal 1997.
(B) Scrapped material.
(C) Includes approximately $1,700,000 reclassified to accumulated depreciation
    associated with reclassification of inventory into fixed assets. Also
    includes approximately $700,000 of scrapped material.







                                      29
<PAGE>   16



                                   SIGNATURES

     Pursuant to the requirements of Sections 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                             INTERVOICE, INC.




                                        By:      /s/  DANIEL D. HAMMOND
                                             ----------------------------------
                                                 Daniel D. Hammond
                                             Chairman of the Board of Directors
                                              and Chief Executive Officer


Dated:  June 11, 1997





                                       33




<PAGE>   17



     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.




<TABLE>
<CAPTION>
           Signature                        Title                    Date
           ---------                        -----                    ----
   <S>                         <C>                               <C>



   /s/ DANIEL D. HAMMOND       Chairman of the Board of          June 11, 1997
   --------------------------    Directors and Chief
       Daniel D. Hammond         Executive Officer
                                 



   /s/ MICHAEL W. BARKER       President and Chief               June 11, 1997
   --------------------------    Operating  Officer
   Michael W. Barker             



   /s/ ROB-ROY J.GRAHAM        Chief Financial Officer,          June 11, 1997
   --------------------------    Chief Accounting Officer
   Rob-Roy J. Graham             and Controller
                                 (Principal Accounting Officer)



   /s/ JOSEPH J. PIETROPAOLO   Director                          June 11, 1997
   --------------------------
   Joseph J. Pietropaolo



   /s/ GEORGE C. PLATT         Director                          June 11, 1997
   --------------------------
   George C. Platt



   /s/ GRANT A. DOVE           Director                          June 11, 1997
   --------------------------
   Grant A. Dove
</TABLE>



                                       34




<PAGE>   18



                               INDEX TO EXHIBITS


<TABLE>
<CAPTION>
Exhibit                                                                                     Sequentially
   No.                                 Description                                          Numbered Page
-------                                -----------                                          -------------
<S>     <C>
 3.1  -- Articles of Incorporation, as amended, of Registrant (3)               
                                                                                
 3.2  -- Second Restated Bylaws of Registrant, as amended (2)                   
                                                                                
 4.1  -- Registration Rights Agreement dated August 31, 1994, among the Company,
         Sohail Sattar and Steven E. Polsky and other shareholders of VoicePlex 
         Corporation. (8)                                                       
                                                                                
10.1  -- Registrant's 1984 Incentive Stock Option Plan, as amended (1)          
                                                                                
10.2  -- Second Amended and Restated Employment Agreement dated as of June 21,  
         1996, effective as of March 1, 1996 by and between the Company and Danil
         D. Hammond (10)                                                        
                                                                                
10.3  -- First Amendment to Amended and Extended Employment Agreement dated as  
         of June 25, 1996 and effective as of March 1, 1996 by and between the  
         Company and Daniel D. Hammond (10)                                     
                                                                                
10.4  -- Amended and Restated Rights Agreement dated as of December 12, 1994    
         between the Registrant and KeyCorp Shareholders Services, Inc. (formerl
         Society National Bank), as Rights Agent (5)                            
                                                                                
10.5  -- The InterVoice, Inc. 1990 Incentive Stock Option Plan, as amended (10) 
                                                                                
10.6  -- The InterVoice, Inc. 1990 Nonqualified Stock Option Plan for           
         Non-Employees, as amended (4)                                          
                                                                                
10.7  -- Amendment to the 1984 Incentive Stock Option Plan (2)                  
                                                                                
10.8  -- InterVoice, Inc. Employee Stock Purchase Plan (7)                      
                                                                                
10.9  -- Amended and Restated Employment Agreement dated as of June 21, 1996, 
         effective as of March 1, 1996 by and between the Company and Michel
         W. Barker (10)                                                         
                                                                                
10.10 -- First Amendment to Amended and Extended Employment Agreement dated as
         of June 25, 1996 and effective as of March 1, 1996 by and between the
         Company and Michael W. Barker (10)

10.11 -- InterVoice, Inc. Employee Savings Plan (6)

10.12 -- Merger Agreement dated August 31, 1994 among the Company, InterVoice
         Acquisition Corp., VoicePlex Corporation and certain shareholders of
         VoicePlex Corporation. (8)

10.13 -- InterVoice, Inc. Restricted Stock Plan (9)

10.14 -- Separation Agreement dated as of December 5, 1996 between the Company
         and Richard Herrmann (10)
</TABLE>


                                       35




<PAGE>   19
<TABLE>
<S>     <C>
11.  -- Computation of Per Share Earnings (10)

23.  -- Consent of Independent Auditors (11)

27.  -- Financial Data Schedule (10)
</TABLE>




-------------

  (1)  Incorporated by reference to exhibits to the Company's Registration
       Statement on Form S-2 under the Securities Act of 1933, Registration No.
       33-30847.

  (2)  Incorporated by reference to exhibits to the Company's 1991 Annual
       Report on Form 10-K for the fiscal year ended February 28, 1991, filed
       with the Securities and Exchange Commission (SEC) on May 29, 1991, as
       amended by Amendment No. 1 on Form 8 to Annual Report on Form 10-K,
       filed with the SEC on August 1, 1991.

  (3)  Incorporated by reference to exhibits to the Company's 1995 Annual
       Report on form 10-K for the fiscal year ended February 28, 1995, filed 
       with the SEC on May 30, 1995.

  (4)  Incorporated by reference to exhibits to the Company's Registration
       Statement on form S-8 filed on April 6, 1994, with respect to the
       Company's 1990 Nonqualified Stock Option Plan for Non-Employees,
       Registration Number 33-77590.

  (5)  Incorporated by reference to exhibits to Form 8-A/A (Amendment No 1)
       filed with the SEC on December 15, 1994.

  (6)  Incorporated by reference to Exhibits to the Company's 1994 Annual
       Report on Form 10-K for the fiscal year ended February 28, 1994, filed
       with the SEC on May 31, 1994.

  (7)  Incorporated by reference to exhibits to Registration Statement on
       Form S-8 filed with the Securities and Exchange Commission on December
       1, 1993, Registration Number 33-72494.

  (8)  Incorporated by reference to exhibits to the Company's current report
       on Form 8-K dated September 13, 1994, and the Amendment thereto or Form
       8K/A dated October 27, 1994.

  (9)  Incorporated by reference to exhibits to the Company's 1996 Annual
       Report on Form 10-K for the fiscal year ended February 29, 1996, filed
       with the SEC on May 29, 1996.

  (10) Previously filed. 


  (11) Filed herewith.
                        Exhibits furnished upon request







                                       36