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As filed with the Securities and Exchange Commission on November 10, 1998
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________
INFORMATION ADVANTAGE, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 7372 41-1718445
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification No.)
7905 GOLDEN TRIANGLE DRIVE, SUITE 190
EDEN PRAIRIE, MINNESOTA 55344-7227
(Address, including Zip Code, of Principal Executive Offices)
______________
IA/IQ 1994 DIRECTOR STOCK OPTION PLAN
(Full Title of the Plans)
______________
DONALD W. ANDERSON COPIES TO:
Chief Financial Officer BRIAN D. WENGER, ESQ.
7905 Golden Triangle Drive, Suite 190 BRETT D. ANDERSON, ESQ.
Eden Prairie, Minnesota 55344-7227 AMY E. ERSKINE, ESQ.
(612) 833-3700 Briggs and Morgan
(Name, Address, including Zip Code, Professional Association
and Telephone Number, including Area 2400 IDS Center
Code, of Agent for Service) Minneapolis, Minnesota 55402
(612) 334-8400
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE FEE
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<S> <C> <C> <C> <C>
IA/IQ 1994 DIRECTOR STOCK OPTION PLAN
Options to purchase Common Stock. . . . . . . . . 43,120 N/A N/A N/A
Common Stock (par value $0.01). . . . . . . . . . 43,120 shares $5.8125 $250,635 $70
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(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the IA/IQ 1994 Director Stock
Option Plan by reason of any stock dividend, stock split, recapitalization
or other similar transaction effected without the receipt of consideration
which results in an increase in the number of outstanding shares of Common
Stock.
(2) Calculated solely for the purposes of this offering under Rule 457(h) of
the Securities Act of 1933, as amended, on the basis of the average of the
high and low sales prices for such stock as reported by the Nasdaq National
Market on November 4, 1998.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Information Advantage, Inc. (the "Company") hereby incorporates by
reference into this Registration Statement the following documents, or portions
of documents, previously filed with the Securities and Exchange Commission (the
"Commission"):
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended January 31, 1998, filed with the Commission on April 22, 1998.
(b) The Company's Quarterly Reports on Form 10-Q for the fiscal
quarters ended April 30, 1998 and July 31, 1998, filed with the Commission
on June 15, 1998 and September 14, 1998, respectively.
(c) The description of the Company's outstanding Common Stock
contained in its Registration Statement on Form 8-A filed with the
Commission on December 5, 1997, including any amendment or report filed for
the purpose of updating such description.
(d) The Company's Current Report on Form 8-K filed with the
Commission on September 25, 1998, relating to the consummation of the
merger by and among the Company, IAC Merger Corp., a Georgia corporation
and wholly-owned subsidiary of the Company, and IQ Software Corporation, a
Georgia corporation.
(e) The Company's Current Report on Form 8-K filed with the
Commission on July 2, 1998, relating to the Agreement and Plan of Merger by
and among the Company, IAC Merger Corp., a Georgia corporation and
wholly-owned subsidiary of the Company, and IQ Software Corporation, a
Georgia corporation.
(f) The Company's Current Report on Form 8-K filed with the
Commission on February 20, 1998, relating to the safe harbor for
forward-looking statements.
(g) The Company's Definitive Schedule 14A (Proxy Statement) filed on
May 19, 1998, relating to the Company's Annual Meeting of Stockholders held
on June 17, 1998.
All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act 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 this Registration Statement and to
be part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law authorizes a court to
award or a corporation's Board of Directors to grant indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain limited circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act. The
Company's Bylaws provide for mandatory indemnification of its directors and
officers and permissible indemnification of employees and other agents to the
maximum extent permitted by the Delaware General Corporation Law. The Company's
Certificate of Incorporation provides that, pursuant to Delaware law, its
directors shall not be liable for monetary damages for breach of the directors'
fiduciary duty as directors to the Company and its stockholders. This provision
in the Certificate of Incorporation does not eliminate the directors' fiduciary
duty, and in appropriate circumstances equitable remedies such as injunctive or
other forms of non-monetary relief will remain available under Delaware law. In
addition, each director will continue to be subject to liability for breach of
the director's duty of loyalty to the Company for acts or omissions not in good
faith or involving intentional misconduct, for knowing violations of law, for
actions leading to improper personal benefit to the director and for payment of
dividends or approval of stock repurchases or redemptions that are unlawful
under Delaware law. Further, this provision does not affect a director's
responsibilities under any other law, such as the federal securities laws or
state or federal environmental laws. The Company has entered into
indemnification agreements with its officers and directors. Such agreements
provide the Company's officers and directors with further indemnification to the
maximum extent permitted by the Delaware General Corporation Law. The Company
also maintains directors and officers liabilities insurance.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
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Exhibit
Number Description
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<S> <C>
4.1 Instruments Defining Rights of Stockholders (reference is made to
the Company's Registration Statement on Form 8-A (File No. 0-23475),
which is incorporated herein by reference).
5.1 Opinion of Briggs and Morgan, Professional Association.
23.1 Consent of Briggs and Morgan, Professional Association (included in
Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP.
24.1 Powers of Attorney (included on Signature Page).
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ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes as follows:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
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(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 the most
recent post-effective amendment thereof) which, 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 disclosed 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 the
foregoing paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 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.
(4) 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 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.
(b) 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, 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Eden Prairie, State of Minnesota, on the 10th day of
November, 1998.
INFORMATION ADVANTAGE, INC.
By /s/ Larry J. Ford
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Larry J. Ford
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Larry J. Ford and Donald W. Anderson, and
each of them, his true and lawful attorneys-in-fact and agents with full power
of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or his or
their substitute or substitutes, may lawfully 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 by the following persons in the
capacities and on the date indicated.
NAME TITLE DATE
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/s/ Larry J. Ford President, Chief Executive November 10, 1998
- ----------------------- Officer and Director
Larry J. Ford (Principal Executive Officer)
/s/ Donald W. Anderson Chief Financial Officer, Vice November 10, 1998
- ----------------------- President (Principal Financial
Donald W. Anderson and Accounting Officer)
/s/ Richard L. Tanler Chairman of the Board of November 10, 1998
- ----------------------- Directors and Senior Vice
Richard L. Tanler President, Strategic Planning
and Marketing
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NAME TITLE DATE
---- ----- ----
/s/ Promod Haque Director November 10, 1998
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Promod Haque
/s/ Donald R. Hollis Director November 10, 1998
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Donald R. Hollis
/s/ Jay H. Wein Director November 10, 1998
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Jay H. Wein
/s/ William H. Younger, Jr. Director November 10, 1998
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William H. Younger, Jr.
/s/ Ronald E.F. Codd Director November 10, 1998
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Ronald E.F. Codd
II-5
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EXHIBIT INDEX
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Exhibit
Number Description
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4.1 Instruments Defining Rights of Stockholders (reference is made to
the Company's Registration Statement on Form 8-A (File No. 0-23475),
which is incorporated herein by reference).
5.1 Opinion of Briggs and Morgan, Professional Association.
23.1 Consent of Briggs and Morgan, Professional Association (included in
Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP.
24.1 Powers of Attorney (included on Signature Page).
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EXHIBIT 5.1
BRIGGS AND MORGAN
PROFESSIONAL ASSOCIATION
2400 IDS CENTER
MINNEAPOLIS, MN 55402
(612) 334-8400
November 10, 1998
Information Advantage, Inc.
7905 Golden Triangle Drive, Suite 190
Eden Prairie, Minnesota 55344-7227
RE: INFORMATION ADVANTAGE, INC.
REGISTRATION STATEMENT ON FORM S-8
IA/IQ 1994 DIRECTOR STOCK OPTION PLAN
Gentlemen:
In connection with the registration on Form S-8 under the Securities Act of
1933, as amended, of 43,120 shares of Common Stock to be issued upon the
exercise of options to be granted under the IA/IQ 1994 Director Stock Option
Plan (the "Plan"), we have examined such documents and have reviewed such
questions of law as we have considered necessary and appropriate for the
purposes of this opinion and, based thereon, we advise you that, in our opinion,
when such shares have been issued and sold pursuant to the Plan and in
accordance with the Registration Statement, such shares will be validly issued,
fully paid and nonassessable shares of the Company's Common Stock.
We hereby consent to the filing of this opinion as an exhibit to the above
described Registration Statement.
Very truly yours,
BRIGGS AND MORGAN,
Professional Association
By: /s/ Brian D. Wenger
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Brian D. Wenger
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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 for the Information Advantage, Inc. IA/IQ 1994 Director
Stock Option Plan of our report dated February 20, 1998, which appears on page
38 of the Annual Report on Form 10-K for the year ended January 31, 1998.
/s/ PricewaterhouseCoopers LLP
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PricewaterhouseCoopers LLP
Minneapolis, Minnesota
November 9, 1998
