<PAGE>
As filed with the Securities and Exchange Commission on August 12, 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)
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<S> <C> <C>
DELAWARE 7372 41-1718445
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification No.)
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7905 GOLDEN TRIANGLE DRIVE, SUITE 190
EDEN PRAIRIE, MINNESOTA 55344-7227
(Address, including Zip Code, of Principal Executive Offices)
______________
INFORMATION ADVANTAGE, INC.
1997 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
______________
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
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
OFFERING AGGREGATE AMOUNT OF
AMOUNT TO BE PRICE PER OFFERING REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED REGISTERED(1) SHARE(2) PRICE FEE
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<S> <C> <C> <C> <C>
1997 EMPLOYEE STOCK PURCHASE PLAN
Common Stock (par value $0.01) . . . 350,000 shares $6.25 $2,187,500 $646
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(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under 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 on August 7, 1998.
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<PAGE>
REGISTRATION OF ADDITIONAL SECURITIES
This Registration Statement is being filed by Information Advantage,
Inc. (the "Company") pursuant to General Instruction E to the Form S-8
Registration Statement under the Securities Act of 1933, as amended, to
register an additional 350,000 shares of the Company's Common Stock, $0.01
par value (the "Common Stock"), which will be issued pursuant to the
Company's 1997 Employee Stock Purchase Plan (the "Plan"). A total of 200,000
shares of Common Stock issuable under the Plan have been previously
registered pursuant to the Company's Form S-8 Registration Statement filed
with the Securities and Exchange Commission (the "Commission") on January 21,
1998 (Registration No. 333-44635), and the information contained therein is
hereby incorporated by reference herein.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Company hereby incorporates by reference into this Registration
Statement the following documents, or portions of documents, previously filed
(File No. 0-23475) with 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 Report on Form 10-Q for the fiscal
quarter ended April 30, 1998, filed with the Commission on June 15, 1998.
(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 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.
(e) 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.
(f) 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 Securities Exchange
Act of 1934, as amended, 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.
II-1
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ITEM 8. EXHIBITS.
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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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II-2
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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 12th day of August, 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
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, as amended,
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 August 12, 1998
- ----------------------------- and Director (Principal Executive
Larry J. Ford Officer)
/s/ Donald W. Anderson Chief Financial Officer, Vice August 12, 1998
- ----------------------------- President (Principal Financial and
Donald W. Anderson Accounting Officer)
/s/ Richard L. Tanler Chairman of the Board of Directors August 12, 1998
- ----------------------------- and Senior Vice President,
Richard L. Tanler Strategic Planning and Marketing
II-3
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NAME TITLE DATE
---- ----- ----
<S> <C> <C>
/s/ Promod Haque Director August 12, 1998
- -----------------------------
Promod Haque
/s/ Fredric R. Boswell Director August 12, 1998
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Fredric R. Boswell
/s/ Donald R. Hollis Director August 12, 1998
- -----------------------------
Donald R. Hollis
/s/ Jay H. Wein Director August 12, 1998
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Jay H. Wein
Director
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William H. Younger, Jr.
/s/ Ronald E.F. Codd Director August 12, 1998
- -----------------------------
Ronald E.F. Codd
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II-4
<PAGE>
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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<PAGE>
EXHIBIT 5.1
BRIGGS AND MORGAN
PROFESSIONAL ASSOCIATION
2400 IDS CENTER
MINNEAPOLIS, MN 55402
(612) 334-8400
August 12, 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 EMPLOYEE STOCK PURCHASE PLAN
Gentlemen:
In connection with the registration on Form S-8 under the Securities Act
of 1933, as amended, of 350,000 additional 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 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
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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 the Registration
Statement on Form S-8 for the Information Advantage, Inc. 1997 Employee Stock
Purchase 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
PricewaterhouseCoopers LLP
Minneapolis, Minnesota
August 10, 1998
