<PAGE>
As filed with the Securities and Exchange Commission on March 13, 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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<CAPTION>
DELAWARE 7372 41-1718445
<S> <C> <C>
(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.
1992 STOCK OPTION 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 Amount of
Amount Offering Aggregate Registration
Title of Each Class of Securities To Be Registered To Be Registered(1) Price Per Share(2) Offering Price Fee
- -------------------------------------------------- ------------------- ------------------ -------------- ------------
<S> <C> <C> <C> <C>
1992 STOCK OPTION PLAN
Options to purchase Common Stock . . . . . . . . . 2,287,952 N/A N/A N/A
Common Stock (par value $0.01) . . . . . . . . . . 2,287,952 shares $8.00 $18,303,616 $5,400
</TABLE>
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(1) This Registration Statement shall also cover any additional shares
of Common Stock which become issuable under the 1992 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 March 9, 1998.
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<PAGE>
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
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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
- ------- -----------
<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 Price Waterhouse 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:
(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 fundamentalchange 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 13th day of March, 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 Director March 13, 1998
- ------------------- (Principal Executive Officer)
Larry J. Ford
/s/ Donald W. Anderson Chief Financial Officer, Vice President March 13, 1998
- ---------------------- (Principal Financial and Accounting Officer)
Donald W. Anderson
/s/ Richard L. Tanler Chairman of the Board of Directors and Senior March 13, 1998
- --------------------- Vice President, Strategic Planning and Marketing
Richard L. Tanler
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NAME TITLE DATE
---- ----- ----
<S> <C> <C>
/s/ Promod Haque Director March 13, 1998
- ---------------------
Promod Haque
/s/ Fredric R. Boswell Director March 13, 1998
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Fredric R. Boswell
/s/ Donald R. Hollis Director March 13, 1998
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Donald R. Hollis
/s/ Jay H. Wein Director March 13, 1998
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Jay H. Wein
/s/ William H. Younger, Jr. Director March 13, 1998
- ---------------------------
William H. Younger, Jr.
/s/ Ronald E.F. Codd Director March 13, 1998
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Ronald E.F. Codd
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EXHIBIT INDEX
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<CAPTION>
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 Price Waterhouse LLP.
24.1 Powers of Attorney (included on Signature Page).
</TABLE>
<PAGE>
EXHIBIT 5.1
BRIGGS AND MORGAN
PROFESSIONAL ASSOCIATION
2400 IDS CENTER
MINNEAPOLIS, MN 55402
(612) 334-8400
March 13, 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
1992 STOCK OPTION PLAN
Gentlemen:
In connection with the registration on Form S-8 under the Securities Act
of 1933, as amended, of 2,287,952 shares of Common Stock to be issued upon
the exercise of options to be granted under the 1992 Stock Option 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 1992 Stock
Option 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
<PAGE>
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. 1992 Stock Option
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
March 11, 1998
