<PAGE>
As filed with the Securities and Exchange Commission on October 24, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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INTELLIQUEST INFORMATION GROUP, INC.
(Exact name of Registrant as specified in its charter)
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DELAWARE 74-2775377
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(State of incorporation) (I.R.S. Employer Identification No.)
INTELLIQUEST INFORMATION GROUP, INC.
1250 CAPITAL OF TEXAS HIGHWAY SOUTH
BUILDING ONE
AUSTIN, TEXAS 78746
(Address of principal executive offices)
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INTELLIQUEST INFORMATION GROUP, INC.
1997 SUPPLEMENTAL OPTION PLAN
(Full title of the Plan)
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SUSAN GEORGEN-SAAD
CHIEF FINANCIAL OFFICER
INTELLIQUEST INFORMATION GROUP, INC.
1250 CAPITAL OF TEXAS HIGHWAY SOUTH
BUILDING ONE
AUSTIN, TEXAS 78746
(512) 329-0808
(Name, address and telephone number, including area code, of agent for service)
-------------------
COPIES TO:
ALLEN L. MORGAN, ESQ.
JEFFREY D. CATTALINI, ESQ.
LATHAM & WATKINS
75 WILLOW ROAD
MENLO PARK, CALIFORNIA 94025
(650) 328-4600
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CALCULATION OF REGISTRATION FEE
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<TABLE>
Proposed Proposed
Maximum Maximum Amount of
Title of Securities to be Amount to be Offering Price Aggregate Registration
Registered Registered Per Share Offering Price Fee
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<S> <C> <C> <C> <C>
Common Stock, $0.0001 par value... 318,999 $14.68(1) $4,682,905 --
Common Stock, $0.0001 par value... 56,001 $16.63(2) $931,297 --
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TOTAL............................. 375,000 -- $5,614,202 $1,702
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</TABLE>
(1) Estimated in accordance with Rule 457(h) under the Securities Act of 1933,
as amended (the "Securities Act") solely for the purpose of calculating the
total registration fee. Computation based on the weighted average exercise
price per share of $14.68 as to outstanding options to purchase 318,999
shares of Common Stock under the Registrant's 1997 Supplemental Option
Plan.
(2) Estimated in accordance with Rules 457(h) and 457(c) under the Securities
Act as to 56,001 shares of Common Stock to be issued under the Registrant's
1997 Supplemental Option Plan solely for the purpose of calculating the
registration fee. Because the price at which the options to be granted in
the future may be exercised is not currently determinable, the computation
is based on the average of the high and low sale prices of the Common Stock
as reported on the Nasdaq National Market on October 22 1997, which average
was $16.63.
2
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INTELLIQUEST INFORMATION GROUP, INC.
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
There are hereby incorporated by reference in this Registration Statement
the following documents and information heretofore filed with the Securities
and Exchange Commission (the "Commission"):
(a) The Registrant's Annual Report for the fiscal year ended December
31, 1996 contained in the Form 10-K filed pursuant to Sections 13 and 15
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
on March 31, 1997.
(b) The Registrant's Quarterly Reports for the fiscal quarters ending
March 31, 1997 and June 30, 1997 contained in the Form 10-Qs filed pursuant
to Sections 13 and 15 under the Exchange Act on May 15, 1997 and August 14,
1997, respectively.
(c) The description of the Registrant's Common Stock contained in the
Registration Statement on Form S-1 (No. 333-12547) filed pursuant to Section
5 of the Securities Act on September 24, 1996.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act subsequent to the filing of this
Registration Statement, and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in the Registration Statement and to be part hereof
from the date of filing of such documents.
Item 4. DESCRIPTION OF SECURITIES.
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Certificate of Incorporation limits the liability of
directors to the maximum extent permitted by Delaware law. Delaware law
provides that directors of a corporation will not be personally liable for
monetary damages for breach of their fiduciary duties as directors, except
for liability (i) for any breach of their duty of loyalty to the corporation
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) for
unlawful payments of dividends or unlawful
II-1
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stock repurchases or redemptions as provided in Section 174 of the Delaware
General Corporation Law, or (iv) for any transaction from which the director
derived an improper personal benefit.
The Registrant's Bylaws provide that the Registrant shall indemnify its
directors and executive officers and may indemnify its other officers and
employees and other agents to the fullest extent permitted by law. The
Registrant's Bylaws also permit it to secure insurance on behalf of any
officer, director, employee or other agent for any liability arising out of
his or her actions in such capacity, regardless of whether the Bylaws would
permit indemnification.
The Registrant has entered into agreements to indemnify its directors and
executive officers, in addition to indemnification provided for in the
Registrant's Bylaws. These agreements, among other things, indemnify the
Registrant's directors and executive officers for certain expenses (including
attorneys' fees), judgments, fines and settlement amounts incurred by any
such person in any action or proceedings, including any action by or in the
right of the Registrant, arising out of such person's services as a director
or executive officer of the Registrant, any subsidiary of the Registrant or
other company or enterprise to which the person provides services at the
request of the Registrant. The Registrant also maintains insurance for the
benefit of its directors and executive officers insuring such persons against
certain liabilities, including liabilities under the securities laws.
In addition, the Underwriting Agreements dated March 22, 1996 and October
17, 1996 among the Registrant, the underwriters for the Registrant's initial
public offering and follow-on public offering, and certain stockholders of
the Registrant provide for cross-indemnification among the Registrant, the
underwriters and those stockholders with respect to certain matters,
including matters arising under the Securities Act.
See also the undertakings set out in response to Item 9 herein.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
II-2
<PAGE>
Item 8. EXHIBITS.
Exhibit
Number Description
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*4.1 IntelliQuest Information Group, Inc. 1997 Supplemental
Option Plan and related agreement
5.1 Opinion of Latham & Watkins as to legality of
securities being registered
23.1 Consent of Latham & Watkins (contained in Exhibit 5.1)
23.2 Consent of Price Waterhouse LLP, Independent
Accountants
24.1 Power of Attorney (see page II-4)
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* Incorporated herein by reference to an exhibit filed with the Registrant's
Form 10-K filed with the Securities and Exchange Commission on March 31,
1997.
Item 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to include
any material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material change to
such information in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be
a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be an initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the Delaware
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General Corporation Law, the Certificate of Incorporation of the Registrant,
the Bylaws of the Registrant, Indemnification Agreements entered into between
the Registrant and its officers and directors, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Austin, State of Texas, on this
24th day of October, 1997.
INTELLIQUEST INFORMATION GROUP, INC.
By: /s/ SUSAN GEORGEN-SAAD
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Susan Georgen-Saad
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints, jointly and severally, James
Schellhase, Brian Sharples and Susan Georgen-Saad, and each one of them,
individually and without the other, his or her attorney-in-fact, each with
full power of substitution, for him or her in any and all capacities, to sign
any and all amendments to this Registration Statement on Form S-8, and to
file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorneys-in-fact, or his or her substitute
or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ BRIAN SHARPLES President, Chief Executive Officer October 24, 1997
- ----------------------- and Director (Principal Executive
Brian Sharples Officer)
/s/ SUSAN GEORGEN-SAAD Chief Financial Officer (Principal October 24, 1997
- ----------------------- and Accounting Officer)
Susan Georgen-Saad
/s/ JAMES SCHELLHASE Chief Operating Officer, October 24, 1997
- ----------------------- Secretary and Director
James Schellhase
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Signature Title Date
--------- ----- ----
/s/ PETER ZANDAN Chairman of the Board October 24, 1997
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Peter Zandan
/s/ CHARLES STRYKER Director October 24, 1997
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Charles Stryker
/s/ WILLIAM WOOD Director October 24, 1997
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William Wood
/s/ LEE WALKER Director October 24, 1997
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Lee Walker
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<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description
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*4.1 IntelliQuest Information Group, Inc. 1997 Supplemental
Option Plan and related agreement
5.1 Opinion of Latham & Watkins as to legality of
securities being registered
23.1 Consent of Latham & Watkins (contained in Exhibit 5.1)
23.2 Consent of Price Waterhouse LLP, Independent
Accountants
24.1 Power of Attorney (see page II-4)
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* Incorporated herein by reference to an exhibit filed with the Registrant's
Form 10-K filed with the Securities and Exchange Commission on March 31,
1997.
<PAGE>
EXHIBIT 5.1
[LATHAM & WATKINS' LETTERHEAD]
October 24, 1997
IntelliQuest Information Group, Inc.
1250 Capital of Texas Highway South
Building One
Austin, Texas 78746
RE: INTELLIQUEST INFORMATION GROUP, INC.
REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
In connection with the registration of 375,000 shares of Common Stock,
par value $0.0001 (the "Shares"), of IntelliQuest Information Group, Inc., a
Delaware corporation (the "Company"), reserved for issuance under the
IntelliQuest Information Group, Inc. 1997 Supplemental Option Plan (the
"Plan"), under the Securities Act of 1933, as amended, on Form S-8 filed with
the Securities and Exchange Commission (the "Commission") on or about October
24, 1997 (the "Registration Statement"), you have requested our opinion with
respect to the matters set forth below.
In our capacity as your counsel in connection with such registration, we
are familiar with the proceedings taken and proposed to be taken by the
Company in connection with the authorization, issuance and sale of the
Shares. In addition, we have made such legal and factual examinations of
originals or copies certified or otherwise identified to our satisfaction of
such documents, corporate records and instruments, as we have deemed
necessary or appropriate for purposes of this opinion.
In our examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, and the
conformity to authentic documents of all documents submitted to us as copies.
We are opining herein as to the effect on the subject transaction only of
the General Corporation Law of the State of Delaware and we express no
opinion with the applicability thereto, or the effect thereon, of the laws of
any other jurisdiction, or as to any matters of municipal law or the laws of
any other local agencies within the state.
<PAGE>
Subject to the foregoing, it is our opinion that the shares to be issued
under the Plan have been duly authorized, and when issued and sold in the
manner referred to in the Plan and pursuant to the respective agreements
which accompany each grant under the Plan, the Shares will be validly issued,
fully paid and nonassessable.
We consent to your filing this opinion as an exhibit to the Registration
Statement.
Very truly yours,
LATHAM & WATKINS
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 31, 1997 appearing on page
30 of IntelliQuest Information Group, Inc.'s Annual Report on Form 10-K for
the year ended December 31, 1996.
PRICE WATERHOUSE LLP
Austin, Texas
October 23, 1997
