<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 17, 1996
REGISTRATION NO.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
INTELLIQUEST INFORMATION GROUP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
Delaware 8732 74-2671492
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
OF CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
INCORPORATION OR
ORGANIZATION)
</TABLE>
1250 Capital of Texas Highway South
Building Two, Plaza One
Austin, Texas 78746
(512) 329-0808
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
James Schellhase
Chief Operating Officer and Chief Financial Officer
IntelliQuest Information Group, Inc.
1250 Capital of Texas Highway South
Building Two, Plaza One
Austin, Texas 78746
(512) 329-0808
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
Copies to:
<TABLE>
<S> <C>
Allen L. Morgan, Esq. Larry A. Barden, Esq.
Christopher F. Boyd, Esq. Robert W. Kadlec, Esq.
Jeffrey D. Cattalini, Esq. Thomas S. Finke, Esq.
Wilson Sonsini Goodrich & Rosati Jon A. Ballis, Esq.
Professional Corporation Sidley & Austin
650 Page Mill Road One First National Plaza
Palo Alto, California 94304 Suite 4400
Chicago, Illinois 60603
</TABLE>
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / /
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. /X/ 333-12547
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED BE REGISTERED PER SHARE OFFERING PRICE FEE
<S> <C> <C> <C> <C>
Common Stock, $0.0001 par
value.......................... 465,750(1) $27.50 $12,808,125 $4,416.60
</TABLE>
(1) Includes 60,750 shares of Common Stock issuable upon exercise of the
Underwriters' over-allotment option.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The information in the Registration Statement filed by IntelliQuest
Information Group, Inc. with the Securities and Exchange Commission (File No.
333-12547) pursuant to the Securities Act of 1933, as amended, is incorporated
by reference into this Registration Statement.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement on Form S-1 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Austin,
State of Texas, on this 16th day of October, 1996.
INTELLIQUEST INFORMATION GROUP, INC.
By: /s/ JAMES SCHELLHASE
-----------------------------------
James Schellhase,
CHIEF OPERATING OFFICER AND
CHIEF FINANCIAL OFFICER AND
DIRECTOR
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------- ------------------------------ -----------------
<C> <S> <C>
* Chairman of the Board and
---------------------------------------- Chief Executive Officer October 16, 1996
Peter Zandan (Principal Executive Officer)
Chief Operating Officer and
/s/ JAMES SCHELLHASE Chief Financial Officer and
---------------------------------------- Director (Principal Financial October 16, 1996
James Schellhase and Accounting Officer)
*
---------------------------------------- President and Director October 16, 1996
Brian Sharples
*
---------------------------------------- Director October 16, 1996
Lee Walker
*
---------------------------------------- Director October 16, 1996
William Wood
*By: /s/ JAMES SCHELLHASE
ATTORNEY-IN-FACT
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT EXHIBIT DESCRIPTION
- ------------ ---------------------------------------------------------------------------------------
<C> <S> <C>
5.1 Opinion of Wilson Sonsini Goodrich & Rosati regarding legality of the securities being
issued.
23.1 Consent of Wilson Sonsini Goodrich & Rosati (included in Exhibit 5.1).
23.2 Consent of Price Waterhouse LLP, independent accountants.
</TABLE>
<PAGE>
Exhibit 5.1
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304-1050
TELEPHONE 415-493-9300 FACSIMILE 415-493-6811
JOHN ARNOT WILSON
RETIRED
October 16, 1996
IntelliQuest Information Group, Inc.
1250 Capital of Texas Highway South
Building Two, Plaza One
Austin, TX 78746
RE: REGISTRATION STATEMENT ON FORM S-1
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-1 to be filed by
you with the Securities and Exchange Commission on or about October 16, 1996
(as such may thereafter be amended or supplemented, the "Registration
Statement"), in connection with the registration under the Securities Act of
1933, as amended, of 465,750 shares of your Common Stock, $0.0001 par value
(the "Shares"). The Shares include an over-allotment option granted to the
underwriters to purchase 60,750 Shares. We understand that the Shares are
to be sold to the underwriters for resale to the public as described in the
Registration Statement. As your legal counsel, we have examined the
proceedings taken, and are familiar with the proceedings proposed to be
taken, by you in connection with the sale and issuance of the Shares.
It is our opinion that, upon completion of the proceedings being taken or
contemplated by us, as your counsel, to be taken prior to the issuance of the
Shares, including the proceedings being taken in order to permit such
transaction to be carried out in accordance with applicable state securities
laws, the Shares, when issued and sold in the manner described in the
Registration Statement and in accordance with the resolutions adopted by the
Board of Directors of the Company, will be legally and validly issued, fully
paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement, including the Prospectus constituting a part thereof,
and any amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in the Prospectus constituting part of this
Registration Statement on Form S-1 of our report dated July 25, 1996 relating to
the consolidated financial statements of IntelliQuest Information Group, Inc.
which appears in such Prospectus. We also consent to the reference to us under
the heading "Experts" in such Prospectus.
PRICE WATERHOUSE LLP
Austin, Texas
October 16, 1996
