<PAGE>
As filed with the Securities and Exchange Commission on October 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)
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 1987 STOCK OPTION PLAN
IA/IQ 1993 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
CALCULATION OF REGISTRATION FEE
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<CAPTION>
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
AMOUNT TO BE OFFERING PRICE PER AGGREGATE REGISTRATION
TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED REGISTERED(1) SHARE(2) OFFERING PRICE FEE
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<S> <C> <C> <C> <C>
IA/IQ 1987 STOCK OPTION PLAN
Options to purchase Common Stock.................. 19,920 N/A N/A N/A
Common Stock (par value $0.01).................... 19,920 shares $3.26565 $65,051.75 $19.20
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IA/IQ 1993 STOCK OPTION PLAN
Options to purchase Common Stock.................. 687,024 N/A N/A N/A
Common Stock (par value $0.01).................... 687,024 shares $3.26565 $2,243,579.93 $661.86
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(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the IA/IQ 1987 Stock Option Plan
and the IA/IQ 1993 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 October 9, 1998.
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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 19,920 shares of the Company's Common Stock, $0.01 par value (the
"Common Stock"), which will be issued pursuant to the Company's IA/IQ 1987 Stock
Option Plan (the "1987 Plan") and an additional 687,024 shares of Common Stock
which will be issued pursuant to the Company's IA/IQ 1993 Stock Option Plan (the
"1993 Plan"). The shares registered hereby represent (i) additional shares
issuable pursuant to the 1987 Plan and the 1993 Plan as a result of the 1.96:1
exchange ratio employed in connection with the Company's acquisition of IQ
Software Corporation and (ii) additional shares issuable pursuant to outstanding
options granted under the 1993 Plan prior to the consummation of the merger by
and between the Company and IQ Software Corporation. A total of 20,750 shares
of Common Stock issuable under the 1987 Plan and a total of 697,275 shares of
Common Stock issuable under the 1993 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 September 25, 1998
(Registration No. 333-64361), and the information contained therein is hereby
incorporated by reference herein.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
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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 PricewaterhouseCoopers LLP.
24.1 Powers of Attorney (included on Signature Page).
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II-1
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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
October, 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.
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<CAPTION>
NAME TITLE DATE
---- ----- ----
<S> <C> <C>
/s/ Larry J. Ford President, Chief October 13, 1998
- --------------------------- Executive Officer and
Larry J. Ford Director (Principal
Executive Officer)
/s/ Donald W. Anderson Chief Financial Officer, October 13, 1998
- --------------------------- Vice President
Donald W. Anderson (Principal Financial and
Accounting Officer)
/s/ Richard L. Tanler Chairman of the Board of October 13, 1998
- ---------------------------- Directors and Senior
Richard L. Tanler Vice President,
Strategic Planning and
Marketing
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II-2
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<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<S> <C> <C>
/s/ Promod Haque Director October 13, 1998
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Promod Haque
/s/ Fredric R. Boswell Director October 13, 1998
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Fredric R. Boswell
/s/ Donald R. Hollis
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Donald R. Hollis Director October 13, 1998
/s/ Jay H. Wein Director October 13, 1998
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Jay H. Wein
/s/ William H. Younger, Jr. Director October 13, 1998
- ----------------------------
William H. Younger, Jr.
/s/ Ronald E.F. Codd Director October 13, 1998
- ----------------------------
Ronald E.F. Codd
</TABLE>
II-3
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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 PricewaterhouseCoopers LLP.
24.1 Powers of Attorney (included on Signature Page).
</TABLE>
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EXHIBIT 5.1
BRIGGS AND MORGAN
PROFESSIONAL ASSOCIATION
2400 IDS CENTER
MINNEAPOLIS, MN 55402
(612) 334-8400
October 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
IA/IQ 1987 STOCK OPTION PLAN
IA/IQ 1993 STOCK OPTION PLAN
Gentlemen:
In connection with the registration on Form S-8 under the Securities Act of
1933, as amended, of (i) 19,920 shares of Common Stock to be issued upon the
exercise of options to be granted under the IA/IQ 1987 Stock Option Plan and
(ii) 687,024 shares of Common Stock to be issued under the IA/IQ 1993 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
respective plans 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 1987 Stock
Option Plan and IA/IQ 1993 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
October 8, 1998
