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As filed with the Securities and Exchange Commission on January 21, 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)
______________
INFORMATION ADVANTAGE, INC.
1997 EQUITY INCENTIVE PLAN
1997 EMPLOYEE STOCK PURCHASE 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 Briggs and Morgan
(612) 833-3700 Professional Association
(Name, Address, including Zip Code, 2400 IDS Center
and Telephone Number, including Area Minneapolis, Minnesota 55402
Code, of Agent for Service) (612) 334-8400
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED (1) PER SHARE (2) OFFERING PRICE FEE
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<S> <C> <C> <C> <C>
1997 EQUITY INCENTIVE PLAN
Options to purchase Common Stock . . . . . . . . . . 1,000,000 N/A N/A N/A
Common Stock (par value $0.01) . . . . . . . . . . . 1,000,000 shares $5.71875 $5,718,750 $1,688
- --------------------------------------------------------------------------------------------------------------------------------
1997 EMPLOYEE STOCK PURCHASE PLAN
Common Stock (par value $0.01) . . . . . . . . . . 200,000 shares $5.71875 $1,143,750 $338
================================================================================================================================
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(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the 1997 Equity Incentive Plan
and the 1997 Employee Stock Purchase 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 System on January 15, 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 prospectus filed with the Commission pursuant to
Rule 424(b)(4) of the Securities Act of 1933, as amended (the "Securities
Act"), in connection with its Registration Statement on Form S-1 (File No.
333-37707) filed with the Commission on October 10, 1997, together with all
amendments thereto; and
(b) The description of the Company's outstanding Common Stock
contained in its Registration Statement on Form 8-A (File No. 0-23475)
filed with the Commission on December 5, 1997, pursuant to Section 12 of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
including any amendment or report filed for the purpose of updating such
description.
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.
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
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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.
EXHIBIT
NUMBER DESCRIPTION
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 Price Waterhouse LLP.
24.1 Powers of Attorney (included on Signature Page).
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:
(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.
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(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 21st day of January, 1998.
INFORMATION ADVANTAGE, INC.
By /s/ LARRY J. FORD
------------------------------------
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.
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NAME TITLE DATE
<S> <C> <C>
/s/ LARRY J. FORD President, Chief Executive Officer and January 21, 1998
- ---------------------- Director (Principal Executive Officer)
Larry J. Ford
/s/ DONALD W. ANDERSON Chief Financial Officer, Vice President January 21, 1998
- ---------------------- (Principal Financial and Accounting
Donald W. Anderson Officer)
/s/ RICHARD L. TANLER Chairman of the Board of Directors January 21, 1998
- ---------------------- and Senior Vice President, Strategic
Richard L. Tanler Planning and Marketing
</TABLE>
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<CAPTION>
NAME TITLE DATE
<S> <C> <C>
/s/ PROMOD HAQUE Director January 21, 1998
- ----------------------
Promod Haque
/s/ FREDRIC R. BOSWELL Director January 21, 1998
- ----------------------
Fredric R. Boswell
/s/ DONALD R. HOLLIS Director January 21, 1998
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Donald R. Hollis
/s/ JAY H. WEIN Director January 21, 1998
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Jay H. Wein
/s/ WILLIAM H. YOUNGER, JR. Director January 21, 1998
- ----------------------
William H. Younger, Jr.
/s/ RONALD E.F. CODD Director January 21, 1998
- ----------------------
Ronald E.F. Codd
</TABLE>
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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 Price Waterhouse 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
January 21, 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
1997 EQUITY INCENTIVE PLAN
1997 EMPLOYEE STOCK PURCHASE PLAN
Gentlemen:
In connection with the registration on Form S-8 under the Securities Act
of 1933, as amended, of (i) 1,000,000 shares of Common Stock to be issued
upon the exercise of options to be granted under the 1997 Equity Incentive
Plan and (ii) 200,000 shares of Common Stock to be issued under the 1997
Employee Stock Purchase 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 applicable provisions of the 1997 Equity Incentive Plan and the 1997
Employee Stock Purchase 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
--------------------------
Brian D. Wenger
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 for the Information Advantage, Inc. 1997 Equity
Incentive Plan and 1997 Employee Stock Purchase Plan of our report dated
November 13, 1997, which appears on page F-2 of the Prospectus dated December
17, 1997 which was filed as part of the Registration Statement (No.
333-37707) on Form S-1, for the three years ended January 31, 1997 and for
the nine months ended October 31, 1997.
/s/ PRICE WATERHOUSE LLP
Price Waterhouse LLP
Minneapolis, Minnesota
January 16, 1998
