<PAGE>
As filed with the Securities and Exchange Commission on September 17, 1997
REGISTRATION NO. 333-35047
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
AMENDMENT NO. 1 TO
FORM S-3
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 INTELLIQUEST INFORMATION GROUP, INC. 74-2775377
(State or Other Jurisdiction 1250 CAPITAL OF TEXAS HIGHWAY SOUTH (I.R.S. Employer
of Incorporation or Organization) BUILDING ONE Identification Number)
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 SECRETARY
INTELLIQUEST INFORMATION GROUP, INC.
1250 CAPITAL OF TEXAS HIGHWAY SOUTH
BUILDING ONE
AUSTIN, TEXAS 78746
(512) 329-0808
(Name, address, including ZIP code, 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
</TABLE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
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, other than securities offered only in connection with dividend
or interest reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
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>
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Proposed Maximum Proposed Maximum
Title of each class of Securities to Amount to be Offering Price Aggregate Offering Amount of
be Registered Registered Per Unit Price Registration Fee
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<S> <C> <C> <C> <C>
Common Stock ($0.001 par value) 140,937 shares $20.94 (1) $2,951,221 (1) $894.31 (2)
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</TABLE>
(1) Estimated solely for the purpose of computing the amount of registration
fee, based on the average of the high and low prices of the Common Stock as
reported on the Nasdaq Stock Market on September 15, 1997, in accordance
with Rule 457(c) promulgated under the Securities Act of 1933.
(2) Of this amount, $704.36 was previously paid.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
<PAGE>
Information contained herein is subject to completion or amendments. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offeres to buy be accepted prior to the time the registration statement
becomes effective. This prospectus shall not constitute an offer to sell or
the solicitation of an offer be buy, nor shall there be any sale of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any such State.
<PAGE>
PROSPECTUS
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SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED SEPTEMBER 17, 1997
140,937 SHARES
INTELLIQUEST INFORMATION GROUP, INC.
Common Stock
The shares offered hereby (the "Shares") consist of 140,937 shares of
common stock, $0.0001 par value per share (the "Common Stock"), of
IntelliQuest Information Group, Inc., a Delaware corporation (the "Company"),
which are owned by the selling stockholders listed herein under "Selling
Stockholders" (collectively, the "Selling Stockholders"). The Shares may be
offered from time to time by the Selling Stockholders for a period not to
exceed one year after the date of this prospectus.
The Common Stock is quoted on the Nasdaq National Market of The Nasdaq
Stock Market under the symbol "IQST." On September 15, 1997 the last reported
sale price of the Common Stock was $21.25 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
SEE "RISK FACTORS" BEGINNING ON PAGE 4 FOR A DISCUSSION OF CERTAIN
FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE
SHARES OF COMMON STOCK OFFERED HEREBY.
------------------------------
The Selling Stockholders have not advised the Company of any specific
plans for the distribution of the Shares, but it is anticipated that the
Shares will be sold from time to time primarily in transactions on the Nasdaq
National Market of The Nasdaq Stock Market at the market price then
prevailing, although sales may also be made in negotiated transactions or
otherwise. The Selling Stockholders and the brokers and dealers through whom
the sale of the Shares may be made may be deemed to be "underwriters" within
the meaning of the Securities Act of 1933, as amended (the "Securities Act"),
and the commissions or discounts and other compensation in connection with any
such sale by the brokers and dealers may be regarded as underwriters'
compensation. See "Plan of Distribution."
------------------------------
The date of this Prospectus is September 17, 1997.
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<PAGE>
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-3 (including all amendments
thereto, the "Registration Statement") with respect to the Shares. As permitted
by the rules and regulations of the Commission, this Prospectus does not contain
all of the information set forth in the Registration Statement and the exhibits
and schedules thereto. For further information about the Company and the
Shares, please refer to the Registration Statement and the exhibits thereto,
which may be examined without charge at the public reference facilities
maintained by the Commission at Room 1204, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549, and copies of which may be obtained from the
Commission upon payment of the prescribed fees. Statements contained in this
Prospectus as to the contents of any agreement or other document referred to
herein or therein are qualified by reference to the copy of such agreement or
other document filed as an exhibit to the Registration Statement or such other
document, each such statement being qualified in all respects by such reference.
The Company is subject to the information requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Commission. The Registration Statement, the exhibits and schedules forming a
part thereof and the reports, proxy statements and other information filed by
the Company with the Commission in accordance with the Exchange Act can be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1204, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661, and 7
World Trade Center, Suite 1300, New York, New York 10048. Copies of such
material can be obtained at prescribed rates from the Public Reference Section
of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. The
Commission maintains a web site that contains reports, proxy and information
statements and other information regarding registrants who file with the
Commission and certain of the Company's filings are available at such web site:
http://www.sec.gov. In addition, the Common Stock is quoted on The Nasdaq Stock
Market and such information can be inspected at the offices of the National
Association of Securities Dealers, Inc., 1735 K Street, Washington D.C. 20006.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by the Company under the Exchange Act with
the Commission are incorporated herein by reference.
(a) Annual Report on Form 10-K for the fiscal year ended December 31, 1996
(the "1996 10-K");
(b) The portions of the Company's Proxy Statement for its Annual Meeting
of Stockholders held May 15, 1997 that have been incorporated by
reference into the 1996 10-K;
(c) Quarterly Report on Form 10-Q for the quarter ended March 31, 1997;
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<PAGE>
(d) Quarterly Report on Form 10-Q for the quarter ended June 30, 1997; and
(e) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form S-1 filed on September 24,
1996.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering of the Securities offered hereby shall be deemed to
be incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
A copy of any or all of the documents incorporated or deemed to be
incorporated herein by reference (other than exhibits to such documents which
are not specifically incorporated by reference therein) will be provided without
charge to any person to whom a copy of this Prospectus is delivered, upon
written or oral request. Copies of this Prospectus, as amended or supplemented
from time to time, and any other documents (or parts of documents) that
constitute part of this Prospectus under Section 10(a) of the Securities Act of
1933, as amended (the "Securities Act"), will also be provided without charge to
each such person, upon written or oral request. Requests for such copies should
be addressed to Investor Relations, IntelliQuest Information Group, Inc., 1250
Capital of Texas Highway South, Building One, Austin, Texas 78746 (telephone
number: (512) 329-0808).
FORWARD-LOOKING STATEMENTS
This Prospectus and the documents incorporated by reference herein contain
projections and other forward-looking statements within the meanings of Section
27A of the Securities Act and Section 21E of the Exchange Act, which statements
involve risks and uncertainties. Actual results could differ materially from
these projections as a result of certain factors, including major changes in
business conditions and the economy in general, new competitive inroads by the
Company's competitors, costs to integrate acquisitions, costs to introduce new
products in response to rapid technological change in the markets the Company
follows, regulatory issues, unexpected changes in customer subscription and
contract renewals, unforeseen litigation, and costs of acquisition activity.
Future results are also dependent on each business unit meeting specific
objectives.
THE COMPANY
The Company, through its wholly-owned subsidiaries (IntelliQuest Delaware,
Inc., IntelliQuest Communications, Inc., Zona Research, Inc. and IntelliQuest
Ltd.), is a leading provider of information, technologies, and analysis services
that are designed to improve the marketing performance of technology companies.
The Company supplies customers with timely,
3
<PAGE>
objective, accurate and cost-effective information about technology markets,
customers and products on both a subscription basis and a proprietary project
basis. The Company uses its proprietary databases, software and
subscription-based strategic consulting services to help technology companies
track product performance and customer satisfaction, measure advertising
effectiveness, assess brand strength and competitive position, determine
price sensitivity, and evaluate new products, markets or other business
opportunities. The Company also licenses custom proprietary software
applications and associated services to technology manufacturers for
electronic customer registration.
RISK FACTORS
RELIANCE ON KEY CUSTOMERS; TECHNOLOGY INDUSTRY CONSOLIDATION. The Company
has relied on a limited number of key customers for the majority of its
revenues. In 1996, the Company's two largest customers, IBM and Microsoft, each
accounted for over 10% of the Company's revenues and together accounted for
29.8% of revenues. Substantially all of the Company's subscriptions and customer
contracts are renewable annually at the option of the Company's customers,
although no obligation to renew exists and a customer generally has no minimum
purchase commitments thereunder. In addition, there is significant consolidation
of companies in the technology industries served by the Company, a trend which
the Company believes will continue. Consolidation among the Company's top
customers could adversely affect aggregate customer budgets for the Company's
products and services. No assurances can be given that the Company will maintain
its existing customer base or that it will be able to attract new customers. The
loss of one or more of the Company's large customers or a significant reduction
in business from such customers, regardless of the reason, would have a material
adverse effect on the Company.
DEPENDENCE ON SUBSCRIPTION AND CONTRACT RENEWALS. In 1996, 84.0% of the
Company's revenues were derived from subscriptions to the Company's renewable
subscription-based products and contracts for renewable proprietary products.
The Company expects that a material portion of its revenues for the foreseeable
future will continue to be derived from such subscriptions and contracts.
Substantially all such subscriptions and customer contracts are renewable
annually at the option of the Company's customers, although no obligation to
renew exists and a customer generally has no minimum purchase commitments
thereunder. If customers fail to renew or defer their renewals from the quarter
anticipated by the Company, the Company's quarterly results may be materially
adversely affected. The Company's ability to secure renewals is dependent upon,
among other things, its ability to deliver consistent, high-quality and timely
data. In addition, the marketing and market research activities of the Company's
customers are dependent on the timing of their new product introductions, size
of marketing budgets, operating performance, industry and economic conditions
and changes in management or ownership. As a result of such factors, there can
be no assurance that the Company will be able to maintain its historically high
renewal rates. Any material decline in renewal rates from such levels would have
a material adverse effect on the Company's operating results.
EXPANSION OF DIRECT SALES FORCE. The Company has historically relied on
customer referrals, supplemented by its own sales and marketing efforts, to
generate the majority of its revenue growth. Although the Company has a small
number of dedicated account
4
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representatives, it only recently began to develop a formal sales management
structure. As the Company develops new products and services targeted at
broader-based market segments, it intends to continue to expand its sales
force. The Company's plans for future growth may depend in part on, among
other things, its unproven ability to hire, train, deploy, manage and retain
an increasingly large direct sales force. There can be no assurance that the
Company will be able to develop or manage such a sales force.
FLUCTUATIONS IN OPERATING RESULTS; SEASONALITY. The Company's operating
results in any particular fiscal period have fluctuated in the past and will
likely fluctuate significantly in the future due to various factors. The
Company expects that revenues from customer registration products will continue
to increase during the remainder of 1997. However, such revenues are primarily
a function of the timing of customer shipments, which can be difficult to
forecast and over which the Company has no control. Any delay in customer
orders for the Company's customer registration products, or a decrease in orders
due to adoption by customers of custom software applications, could have a
material adverse effect on the Company's future operating results. Substantially
all revenues and expenses attributable to the Company's CIMS product for a
particular year are recognized when the final study is completed and delivered,
usually in the third quarter of that year. Delay in delivering the final study
in any given year could postpone recognition of such revenues and expenses until
the fourth quarter of such year, which would materially affect operating results
for such third and fourth quarters. Furthermore, all costs related to CIMS are
included in cost of revenues and none are allocated to sales, general and
administrative costs, which tends to reduce the Company's third quarter gross
margin below that of other quarters. Many of the Company's customers operate in
industry segments that are becoming increasingly seasonal as technology vendors
have increased their focus on consumer markets, with sales in the fourth
calendar quarter constituting a growing portion of the annual sales of such
customers. This may translate into seasonal demand for the Company's products,
particularly the customer registration products. In addition, the Company's
operating results may fluctuate as a result of a variety of other factors,
including the timing of orders from customers, the size and timing of orders for
customer registration products, response rates on customer registration
products, delays in development and customer acceptance of custom software
applications, product or panel development expenses, new product or service
introductions or announcements by the Company or its competitors, levels of
market acceptance for new products and services, the hiring and training of
additional staff and customer demand for market research, as well as general
economic conditions. Because a significant portion of the Company's overhead is
fixed in the short term and because spending commitments must be made in advance
of revenue commitments by customers, the Company's results of operations may be
materially adversely affected in any particular quarter if revenues fall below
the Company's expectations. These factors, among others, make it likely that in
some future quarter the Company's operating results may be below the
expectations of securities analysts and investors, which would have a material
adverse effect on the market price of the Company's common stock.
COMPETITION. Overall, the technology-focused market research industry is
highly competitive. The Company has traditionally competed directly with
relatively small, local providers of survey-based technology-focused market
research. The Company also competes directly with third party providers of
customer registration software (such as KAO Infosystems
5
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Company) as well as vendors' own customer registration software. In addition,
the Company competes indirectly with significant providers of (i) analyst-based,
technology-focused market research (such as Gartner Group, Inc., META Group,
Inc. and Forrester Research, Inc.); (ii) survey-based, general market research
(such as A.C. Nielsen Company, NFO Research, Inc., Information Resources Inc.
and The NPD Group, Inc.); and (iii) analyst-based, general business
consulting. Although only a few of these competitors have to date offered
survey-based, technology-focused market research that competes directly with
the Company's products and services, many of these competitors have
substantially greater financial, information gathering and marketing
resources than the Company and could decide to increase their resource
commitments to the Company's market. Moreover, each of these companies
currently competes indirectly, if not directly, for funds available within
aggregate industry-wide market research budgets. There are few barriers to
entry into the Company's market, and the Company expects increased
competition in one or more market segments addressed by the Company, which
could adversely affect the Company's operating results through pricing
pressure, required increased marketing expenditures and loss of market share,
among other factors. There can be no assurance that the Company will continue
to compete successfully against existing or new competitors.
RAPID TECHNOLOGICAL CHANGE AND NEW PRODUCT INTRODUCTION. The Company's
customers compete in markets characterized by rapid, continual technological
change. The Company's success will depend in part upon its ability to anticipate
and keep pace with rapidly changing technology and to add new products and
services which address the increasingly sophisticated, rapidly changing and
demanding needs of its customers and their evolving market strategies. In
particular, the Company is expending significant resources to develop its
proprietary customer registration products to take advantage of certain market
opportunities. However, such software products may contain defects following
customization or when new versions are released; the Company has in the past
discovered software defects in certain of its products and may experience delays
or lost revenue to correct such defects in the future. In addition, the
significant growth in the use of the World Wide Web has created the opportunity
to use the Internet as an information transmission medium. Accordingly, the
Company is expending significant resources to develop Internet-based information
collection tools. There can be no assurance, however, that the Company will be
successful in developing and marketing, on a timely basis, these or other new or
improved products and services that adequately and competitively address the
needs of the marketplace. Any failure to continue to provide insightful and
timely data in a manner that meets rapidly changing market needs could
materially and adversely affect the Company's future operating results.
DATA COLLECTION RISKS. The Company currently collects information both
telephonically and electronically. In addition, certain of the Company's new
products and services involve the use of the Internet and commercial online
services to gather information from end users for processing and sale to
customers of the Company. A number of legislative initiatives exist domestically
and abroad that seek to regulate the telephonic or electronic collection of data
about persons. In addition, an increasing number of court cases have been
brought seeking damages and injunctive relief for actions allegedly violating
so-called "rights of privacy." The law in this area, both statutory and case
law, is highly unsettled. No assurance can be given, therefore, that the Company
will be allowed to continue to pursue existing or proposed new products and
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services. In addition, the Company's ability to provide timely and accurate
market research to its customers depends on its ability to collect large
quantities of high quality data through interviews, customer registrations,
product satisfaction questionnaires and certain other surveys. If receptivity to
the Company's customer registration, interview and survey methods by respondents
declines, or for some other reason their willingness to complete and return
surveys, registrations, or other information declines, or if the Company for any
reason cannot rely on the integrity of the data it receives, it would reduce the
quantity and/or quality of the data the Company seeks to disseminate and would
have a material adverse effect on the Company's ability to market and sell its
market research products and on its results of operations.
RISKS RELATED TO CIMS. CIMS is one of the leading databases of media
readership and viewership habits of both business and household technology
purchase influencers in the United States. Because many advertisers use CIMS
data as a key component in their media buying decisions and because many media
companies use CIMS data to promote their media properties, such data can have a
significant impact on advertiser demand for, and advertising rates charged by,
such media properties. In the past, it has not been unusual for media companies
with properties that have not performed well in the studies to be dissatisfied
with the results of the studies or the manner in which such results have been
used by their competitors. Furthermore, the Company in 1996 revised data from a
study that was inaccurate due to software defects, which it remedied and
disclosed to its customers. Although neither media company dissatisfaction nor
the inaccurate study has resulted in litigation against the Company, there can
be no assurance that the Company will not face future litigation as a result of
media company dissatisfaction with CIMS or the results thereof, and if
initiated, that such litigation will not have a material adverse effect on the
Company's business, financial condition or results of operations.
MANAGEMENT OF GROWTH; POSSIBLE ACQUISITIONS. Since inception, the
Company's growth has placed significant demands on the Company's management,
administrative, operational and financial resources. In order to manage its
growth, the Company will need to continue to implement and improve its
operational, financial and management information systems and continue to
expand, motivate and effectively manage an evolving and expanding workforce. If
the Company's management is unable to effectively manage under such
circumstances, the quality of the Company's products, its ability to retain key
personnel and its results of operations could be materially adversely affected.
Furthermore, there can be no assurance that the Company's business will continue
to expand. The Company's growth could be adversely affected by reductions in
customers' spending on market research or customer registration products,
increased competition, possible pricing pressures and other general economic
trends. Although market research expenditures by technology companies have
increased in recent years as such companies have adopted certain marketing
strategies traditionally utilized by consumer goods manufacturers, there can be
no assurance that this trend will continue or that technology companies will
continue to rely on externally-generated market research to enhance the
marketing of their products.
The Company hopes to achieve a portion of its future revenue growth, if
any, through acquisitions of complementary businesses, products or technologies,
although the Company currently has no commitments or agreements with respect to
any such acquisition. As part of this
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strategy, the Company acquired Pipeline Communications, Inc., renamed
IntelliQuest Communications, Inc. ("IntelliQuest Communications"), in May
1996 and Zona Research, Inc. ("Zona") in February 1997. The Company's
management has limited experience dealing with the issues of product,
systems, personnel and business strategy integration posed by acquisitions,
and no assurance can be given that the integration of the IntelliQuest
Communications acquisition, the Zona acquisition, or any possible future
acquisitions will be managed without a material adverse effect on the
business of the Company. In addition, there can be no assurance that any
possible future acquisition will not dilute the Company's earnings per share.
DEPENDENCE ON KEY PERSONNEL. The Company's future performance will depend
to a significant extent upon the efforts and abilities of key personnel who have
expertise in developing, interpreting and selling survey-based information for
technology markets. Although customer relationships are managed at many levels
in the Company, the loss of one or more of IntelliQuest's corporate officers or
senior managers could have an adverse effect on the Company's business. The
Company's success may also depend on its ability to hire, train and retain
skilled personnel in all areas of its business. Competition for qualified
personnel in the Company's industry is intense, and many of the companies with
which the Company competes for qualified personnel have substantially greater
financial and other resources than the Company. Furthermore, competition for
qualified personnel can be expected to become more intense as competition in the
Company's industry increases. There can be no assurance that the Company will be
able to recruit, retain and motivate a sufficient number of qualified personnel
to compete successfully.
LIMITED PROTECTION OF PROPRIETARY SYSTEMS, SOFTWARE AND PROCEDURES. The
Company's success is in part dependent upon its proprietary software technology,
research methods, data analysis techniques, and internal systems and procedures
that it has developed specifically to serve customers in the technology
industry. The Company has no patents; consequently, it relies on a combination
of copyright, trademark and trade secret laws and employee and third party
non-disclosure agreements to protect its proprietary systems, software and
procedures. There can be no assurance that the steps taken by the Company to
protect its proprietary rights will be adequate to prevent misappropriation of
such rights or that third parties will not independently develop functionally
equivalent or superior systems, software or procedures. The Company believes
that its systems, software and procedures and other proprietary rights do not
infringe upon the proprietary rights of third parties. There can be no
assurance, however, that third parties will not assert infringement claims
against the Company in the future or that any such claims will not require the
Company to enter into costly license arrangements or result in protracted and
costly litigation, regardless of the merits of such claims.
RISKS ASSOCIATED WITH INTERNATIONAL OPERATIONS. Revenues attributable to
international market research represented 20.2%, 28.3% and 27.8%, respectively,
of the Company's revenues for 1994, 1995 and 1996. The Company expects that
revenues from international market research will continue to account for a
significant portion of its revenues and intends to continue to expand its
international market research efforts. However, the Company's international data
collection operations are subject to numerous inherent challenges and risks,
including maintenance of an international data collection network that adheres
to the Company's quality
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standards, fluctuations in exchange rates, foreign political and economic
conditions, tariffs and other trade barriers, longer accounts receivable
collection cycles and potentially adverse tax consequences. In addition,
demand for the Company's international market research depends on the
international sales and operations of its customers, which may increase or
decrease over time. The addition of market research coverage in new
geographic territories can be expected to require the commitment of
considerable management and financial resources and may negatively impact the
Company's near-term results of operations. Any material decline in the
Company's ability to provide and market timely, high-quality data that is
consistent across international markets would have a material adverse effect
on the Company's results of operations.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Shares.
SELLING STOCKHOLDERS
The following table sets forth certain information as of the date of this
Prospectus regarding the ownership of shares of Company Common Stock of each
Selling Stockholder and as adjusted to give effect to the sale of the Shares
offered hereby. All of the Shares being offered by the Selling Stockholders
were acquired by them as a result of the acquisition by the Company of Pipeline
Communications, Inc. or of Zona Research, Inc. The Shares are being registered
to permit public secondary trading in the Shares and the Selling Stockholders
may offer the Shares for resale from time to time. See "Plan of Distribution."
<TABLE>
<CAPTION>
# OF SHARES # OF SHARES % OF COMPANY
OWNED BEFORE # OF SHARES OWNED AFTER OWNERSHIP AFTER
NAME OF SELLING STOCKHOLDER THE OFFERING BEING OFFERED THE OFFERING THE OFFERING
--------------------------- ------------ ------------- ------------ ------------
<S> <C> <C> <C> <C>
Steve Auditore(1) 238,095 119,048 119,047 1.42%
Peter Auditore 11,904 11,904 0 *
Micro Warehouse, Inc. 8,636 8,636 0 *
Gregory Grove(2) 1,349 1,349 0 *
TOTAL 259,984 140,937 119,047 1.42%
</TABLE>
- ----------------------
(1) Mr. Steve Auditore was President and Chief Executive Officer of Zona
Research, Inc., a wholly-owned subsidiary of the company.
(2) Includes 1,079 shares held in the name of Delaware Charter Guarantee &
Trust Company FBO Gregory G. Grove
PLAN OF DISTRIBUTION
The Shares offered hereby by the Selling Stockholders may be sold from time
to time by the Selling Stockholders, or by pledgees, donees, transferees or
other successors in interest. Such sales may be made on one or more exchanges
or in the over-the-counter market (including the Nasdaq National Market of The
Nasdaq Stock Market), or otherwise at prices and at terms then prevailing or at
prices related to the then-current market price, or in negotiated transactions.
In addition, any Shares covered by this Prospectus that qualify for sale
pursuant to Rule 144 might be sold under Rule 144 rather than pursuant to this
Prospectus.
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<PAGE>
The Selling Stockholders may sell the Shares to or through dealers, and
such dealers may receive compensation in the form of discounts, concessions or
commissions from the Selling Stockholders and/or commissions from the purchasers
for whom they may act as agent. Dealers and agents participating in the
distribution of the Shares may be deemed to be underwriters, and any discounts
and commissions received by them and any profit realized by them on resale of
the Shares may be deemed to be underwriting discounts and commissions.
Upon the Company being notified by a Selling Stockholder that any material
arrangement has been entered into with a broker or dealer for the sale of Shares
through a block trade, special offering, exchange distribution or secondary
distribution a purchase by a broker or dealer, a supplemented Prospectus will be
filed, if required, pursuant to Rule 424(c) under the Securities Act, disclosing
(a) the name of each such broker-dealer, (b) the number of Shares involved, (c)
the price at which such Shares were sold, (d) the commissions paid or discounts
or concessions allowed to such broker-dealer, where applicable, (e) that such
broker-dealer did not conduct any investigation to verify the information set
out or incorporated by reference in this Prospectus, as supplemented, and (f)
other facts material to the transaction.
The Company has agreed to indemnify the Selling Stockholders in certain
circumstances, against certain liabilities, including liabilities arising under
the Securities Act. Each Selling Stockholder has agreed to indemnify the
Company, its directors and its officers who sign the Registration Statement
against certain liabilities, including liabilities arising under the Securities
Act.
LEGAL MATTERS
Certain legal matters with respect to the Securities offered hereby will be
passed upon for the Company by Latham & Watkins, Menlo Park, California.
EXPERTS
The consolidated financial statements incorporated in this Prospectus by
reference to the Annual Report on Form 10-K for the year ended December 31,
1996, have been so incorporated in reliance on the report of Price Waterhouse
LLP, independent accountants, given upon the authority of said firm as experts
in accounting and auditing.
10
<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS IN CONNECTION WITH THE OFFERING HEREIN CONTAINED,
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, THE
SECURITIES OFFERED HEREBY IN ANY JURISDICTION WHERE, OR TO ANY PERSON TO WHOM,
IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREAFTER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATIONS THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY DATE
SUBSEQUENT TO THE DATE HEREOF.
-----------
TABLE OF CONTENTS
PAGE
Available Information. . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Incorporation of Certain
Information by Reference . . . . . . . . . . . . . . . . . . . . . . . . 2
Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . 3
The Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Selling Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Legal Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
-----------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
140,937 Shares
INTELLIQUEST INFORMATION GROUP, INC.
COMMON STOCK
------------------
PROSPECTUS
------------------
September 17, 1997
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses to be paid by the Company in connection with the distribution
of the Securities being registered are set forth in the table below. All
amounts are estimates except the Securities Act registration fee.
Securities Act Registration Fee. . . . . . . . . . . . . . . . . . . $ 895
Accounting Fees and Expenses . . . . . . . . . . . . . . . . . . . . 5,000
Legal Fees and Expenses (other than Blue Sky). . . . . . . . . . . . 5,000
Blue Sky Fees and Expenses . . . . . . . . . . . . . . . . . . . . . 1,000
Printing Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . 2,000
Transfer Agent Fees and Expenses . . . . . . . . . . . . . . . . . . 1,000
Miscellaneous. . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,295
--------
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 17,190
--------
--------
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As permitted by Section 145 of the Delaware General Corporation Law, the
Company's Certificate of Incorporation includes a provision that limits the
personal liability of its directors for monetary damages for breach or alleged
breach of their fiduciary duties. In addition, as permitted by Section 145 of
the Delaware General Corporation Law, the Bylaws of the Company provide that:
(i) the Company is required to indemnify its directors and executive officers
and persons serving in such capacities in other business enterprises (including,
for example, subsidiaries of the Company) at the Company's request, to the
fullest extent permitted by Delaware law, including in those circumstances where
indemnification would otherwise be discretionary; (ii) the Company may, in its
discretion, indemnify employees and agents in those circumstances where
indemnification is not required by law; (iii) the Company is required to advance
expenses, as incurred, to its directors and executive officers in connection
with defending a proceeding (except that it is not required to advance expenses
to a person against whom the Company brings a claim) for breach of the duty of
loyalty, failure to act in good faith, intentional misconduct, knowing violation
of law or deriving an improper personal benefit; (iv) the rights conferred in
the Bylaws are not exclusive, and the Company is authorized to enter into
indemnification agreements with its directors, executive officers and employees;
and (v) the Company may not retroactively amend the Bylaw provisions in a way
that adversely affects such directors, executive officers and employees.
The Company's policy is to enter into indemnification agreements with each
of its directors and executive officers that provide the maximum indemnity
allowed to directors and executive officers by Section 145 of the Delaware
General Corporation Law and the Bylaws, as well as certain additional procedural
protections. In addition, the indemnity agreements provide that directors and
executive officers will be indemnified to the fullest possible extent not
<PAGE>
prohibited by law against all expenses (including attorney's fees) and
settlement amounts paid or incurred by them in any action or proceeding,
including any derivative action by or in the right of the Company, on account of
their services as directors or executive officers of the Company or as directors
or executive officers of any other company or enterprise when they are serving
in such capacities at the request of the Company. The Company will not be
obligated pursuant to the indemnity agreements to indemnify or advance expenses
to an indemnified party with respect to proceedings or claims initiated by the
indemnified party and not by way of defense, except with respect to proceedings
specifically authorized by the Board of Directors or brought to enforce a right
to indemnification under the indemnity agreement, the Company's Bylaws or any
statute or law. Under the agreements, the Company is not obligated to indemnify
the indemnified party (i) for any expenses incurred by the indemnified party
with respect to any proceeding instituted by the indemnified party to enforce or
interpret the agreement, if a court of competent jurisdiction determines that
each of the material assertions made by the indemnified party in such proceeding
was not made in good faith or was frivolous; (ii) for any amounts paid in
settlement of a proceeding unless the Company consents to such settlement; (iii)
with respect to any proceeding brought by the Company against the indemnified
party for willful misconduct, unless a court of competent jurisdiction
determines that each of such claims was not made in good faith or was frivolous;
(iv) on account of any suit in which judgment is rendered against the
indemnified party for an accounting of profits made from the purchase or sale by
the indemnified party of securities of the Company pursuant to the provisions of
Section 16(b) of the Securities Exchange Act of 1934 and related laws; (v) on
account of the indemnified party's conduct which is finally adjudged to have
been knowingly fraudulent or deliberately dishonest, or to constitute willful
misconduct or a knowing violation of the law; (vi) on account of any conduct
from which the indemnified party derived an improper personal benefit; (vii)
on account of conduct the indemnified party believed to be contrary to the
best interests of the Company or its stockholders; (viii) on account of
conduct that constituted a breach of the indemnified party's duty of loyalty
to the Company or its stockholders; or (ix) if a final decision by a court
having jurisdiction in the matter shall determine that such indemnification is
not lawful.
The indemnification provision in the Bylaws and the indemnification
agreements entered into between the Company and its directors and executive
officers may be sufficiently broad to permit indemnification of the Company's
directors and executive officers for liabilities arising under the Securities
Act.
II-2
<PAGE>
ITEM 16. EXHIBITS
The following documents are filed as part of this Registration Statement.
EXHIBIT NUMBER DESCRIPTION
- -------------- -----------
4.1 Restated Certificate of Incorporation, as amended,
incorporated by reference to Exhibit 3.1 to the Registrant's
Registration Statement on Form S-1 No. 333-00844, declared
effective March 21, 1996.
4.2 Amended and Restated Bylaws of the Registrant, incorporated
by reference to Exhibit 3.2 to the Registrant's
Registration Statement on Form S-1 No. 333-00844, declared
effective March 21, 1996.
4.3 Registration Rights Agreement, dated as of February 25,
1997, by and among the Company, the former shareholders of
Zona Research, Inc. and the former shareholders of Pipeline
Communications, Inc., incorporated by reference to Exhibit
10.9 to the Company's Annual Report on Form 10-K dated March
31, 1997.
5.1 Opinion of Latham & Watkins.
23.1 Consent of Latham & Watkins (included in its opinion filed
as Exhibit 5.1).
23.2 Consent of Price Waterhouse LLP.
24.1* Power of Attorney.
- ---------------------------
* Previously filed.
ITEM 17. 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:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or most recent post-
effective amendment thereof) which,
II-3
<PAGE>
individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously discussed in the registration statement or
any material change to such information in the registration statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) 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
the initial BONA FIDE offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, 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
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 hereunder, 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 Act and
will be governed by the final adjudication of such issue.
II-4
<PAGE>
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-3 and has duly caused this amendment to
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Austin, State of Texas, on the 17th day of
September, 1997.
INTELLIQUEST INFORMATION GROUP, INC.
By: /s/ SUSAN GEORGEN-SAAD
------------------------------------
Susan Georgen-Saad
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ * President, Chief Executive September 17, 1997
- ---------------------- Officer and Director (Principal
Brian Sharples Executive Officer)
/s/ Susan Georgen-Saad Chief Financial Officer (Principal September 17, 1997
- ---------------------- Financial Officer and Principal
Susan Georgen-Saad Accounting Officer)
II-5
<PAGE>
/s/ * Chairman of the Board September 17, 1997
- ----------------------
Peter Zandan
/s/ * Chief Operating Officer, Director September 17, 1997
- ---------------------- and Secretary
James Schellhase
/s/ * Director September 17, 1997
- ----------------------
Charles Stryker
/s/ * Director September 17, 1997
- ----------------------
Lee Walker
/s/ * Director September 17, 1997
- ----------------------
William Wood
*By: /s/ SUSAN GEORGEN-SAAD
------------------------
Attorney-in-fact
II-6
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
4.1 Restated Certificate of Incorporation, as amended, incorporated
by reference to Exhibit 3.1 to the Registrant's Registration
Statement on Form S-1 No. 333-00844, declared effective March 21,
1996.
4.2 Amended and Restated Bylaws of the Registrant, incorporated
by reference to Exhibit 3.2 to the Registrant's Registration
Statement on Form S-1 No. 333-00844, declared effective
March 21, 1996.
4.3 Registration Rights Agreement, dated as of February 25, 1997, by
and among the Company, the former shareholders of Zona Research,
Inc. and the former shareholders of Pipeline Communications,
Inc., incorporated by reference to Exhibit 10.9 to the Company's
Annual Report on Form 10-K dated March 31, 1997.
5.1 Opinion of Latham & Watkins.
23.1 Consent of Latham & Watkins (included in its opinion filed as
Exhibit 5.1).
23.2 Consent of Price Waterhouse LLP.
24.1* Power of Attorney
- ---------------------------
* Previously filed.
II-7
<PAGE>
[LETTERHEAD]
September 17, 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-3
FILE NO. 333-35047
Ladies and Gentlemen:
In connection with the registration of 140,937 shares of common stock,
par value $0.0001 (the "Shares"), of IntelliQuest Information Group, Inc., a
Delaware corporation (the "Company"), issued to certain stockholders of the
Company, under the Securities Act of 1933, as amended, on Form S-3 filed with
the Securities and Exchange Commission (the "Commission") on September 5,
1997 (File No. 333-35407), as amended by Amendment No. 1 filed with the
Commission on September 17, 1997 (collectively, 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.
<PAGE>
LATHAM & WATKINS
IntelliQuest Information Group, Inc.
September 17, 1997
Page 2
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 original 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 respect to 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.
Subject to the foregoing, it is our opinion that the Shares have been
validly issued, fully paid and nonassessable.
We consent to your filing this opinion as an exhibit to the Registration
Statement and to the reference to our firm contained under the heading "Legal
Matters."
Very truly yours,
/s/ LATHAM & WATKINS
<PAGE>
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 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. We also consent to the reference to us under the heading "Experts" in
such Prospectus.
PRICE WATERHOUSE LLP
Austin, TX
September 17, 1997
