<PAGE>
As filed with the Securities and Exchange Commission on May 21, 1999
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
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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.)
7807 CREEKRIDGE CIRCLE
BLOOMINGTON, MINNESOTA 55439-2646
(Address, including Zip Code, of Principal Executive Offices)
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INFORMATION ADVANTAGE, INC.
1997 EQUITY INCENTIVE PLAN
(Full Title of the Plan)
--------------
KURT L. BETCHER COPIES TO:
Chief Financial Officer BRIAN D. WENGER, ESQ.
7807 Creekridge Circle BRETT D. ANDERSON, ESQ.
Bloomington, Minnesota 55439-2646 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
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum Amount of
Amount To Be Offering Price Aggregate Registration
Title of Securities To Be Registered Registered(1) Per Share(2) Offering Price Fee
- ---------------------------------------------- ------------- -------------- -------------- ------------
<S> <C> <C> <C> <C>
1997 EQUITY INCENTIVE PLAN
Options to purchase Common Stock . . . 507,871 N/A N/A N/A
Common Stock (par value $0.01) . . . . . 507,871 shares $4.078125 $2,071,162 $576
</TABLE>
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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 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 May 17, 1999.
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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 507,871 shares of the Company's Common Stock, $0.01 par value (the
"Common Stock"), which will be issued pursuant to the Company's 1997 Equity
Incentive Plan (the "Plan"). Of such shares, (a) 107,871 represent those which
were previously available for grant under the Company's 1992 Stock Option Plan
and (b) 400,000 represent the automatic increase in the number of shares
reserved for issuance under the Plan which took place on February 1, 1999. A
total of 1,000,000 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 SEC on January 21, 1998 (Registration No. 333-44635), and the
information contained therein is hereby incorporated by reference herein.
<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 (File No. 000-23475) with the SEC:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
January 31, 1999, filed with the SEC on April 30, 1999.
(b) The description of the Company's outstanding Common Stock
contained in its Registration Statement on Form 8-A filed with the SEC on
December 5, 1997, including any amendment or report filed for the purpose
of updating such description.
(c) The Company's Definitive Schedule 14A (Proxy Statement) filed on
May 11, 1999, relating to the Company's Annual Meeting of Stockholders to
be held on June 22, 1999.
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
<PAGE>
ITEM 8. EXHIBITS.
Exhibit
Number Description
- -------- -----------
4.1 Certificate of Incorporation, as amended and restated (incorporated by
reference to the Company's Annual Report on Form 10-K
(File No. 000-23475) filed on April 30, 1999).
4.2 Bylaws, as amended (incorporated by reference to the Company's
Registration Statement on Form S-1 (File No. 333-37707) filed on
October 10, 1997).
4.3 Specimen Common Stock Certificate (incorporated by reference to the
Company's Registration Statement on Form S-1 (File No. 333-37707)
filed on October 10, 1997).
4.4 1993 Stock Purchase Agreement (incorporated by reference to the
Company's Registration Statement on Form S-1 (File No. 333-37707)
filed on October 10, 1997).
4.5 Rights Agreement dated as of March 1, 1999, between Information
Advantage, Inc. and Norwest Bank Minnesota, National Association, as
Rights Agent, which includes, as exhibits, the Form of Certificate of
Designations of Rights, Preferences and Privileges of Series A Junior
Participating Preferred Stock, the Form of Right Certificate, and the
Form of Summary of Rights (incorporated by reference to the Company's
Registration Statement on Form 8-A (File No. 000-23475) filed on March
4, 1999).
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.
23.3 Consent of Ernst & Young LLP.
24.1 Powers of Attorney (included on Signature Page).
II-2
<PAGE>
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 Bloomington, State of Minnesota, on the 21st day of
May, 1999.
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 Kurt L. Betcher, 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.
<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<S> <C> <C>
/s/ Larry J. Ford President, Chief Executive Officer and May 21, 1999
- --------------------------- Director (Principal Executive Officer)
Larry J. Ford
/s/ Kurt L. Betcher Vice President, Chief Financial Officer May 21, 1999
- --------------------------- (Principal Financial and Accounting Officer)
Kurt L. Betcher
/s/ Richard L. Tanler Chairman of the Board of Directors and Senior Vice May 21, 1999
- --------------------------- President, Strategic Planning and Marketing
Richard L. Tanler
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<S> <C> <C>
/s/ Ronald E.F. Codd Director May 21, 1999
- ---------------------------
Ronald E.F. Codd
/s/ Promod Haque Director May 21, 1999
- ---------------------------
Promod Haque
/s/ Donald R. Hollis Director May 21, 1999
- ---------------------------
Donald R. Hollis
/s/ Jay H. Wein Director May 21, 1999
- ---------------------------
Jay H. Wein
/s/ William H. Younger, Jr. Director May 21, 1999
- ---------------------------
William H. Younger, Jr.
</TABLE>
II-4
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- -------- -----------
4.1 Certificate of Incorporation, as amended and restated (incorporated by
reference to the Company's Annual Report on Form 10-K
(File No. 000-23475) filed on April 30, 1999).
4.2 Bylaws, as amended (incorporated by reference to the Company's
Registration Statement on Form S-1 (File No. 333-37707) filed on
October 10, 1997).
4.3 Specimen Common Stock Certificate (incorporated by reference to the
Company's Registration Statement on Form S-1 (File No. 333-37707)
filed on October 10, 1997).
4.4 1993 Stock Purchase Agreement (incorporated by reference to the
Company's Registration Statement on Form S-1 (File No. 333-37707)
filed on October 10, 1997).
4.5 Rights Agreement dated as of March 1, 1999, between Information
Advantage, Inc. and Norwest Bank Minnesota, National Association, as
Rights Agent, which includes, as exhibits, the Form of Certificate of
Designations of Rights, Preferences and Privileges of Series A Junior
Participating Preferred Stock, the Form of Right Certificate, and the
Form of Summary of Rights (incorporated by reference to the Company's
Registration Statement on Form 8-A (File No. 000-23475) filed on March
4, 1999).
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.
23.3 Consent of Ernst & Young LLP.
24.1 Powers of Attorney (included on Signature Page).
<PAGE>
EXHIBIT 5.1
BRIGGS AND MORGAN
PROFESSIONAL ASSOCIATION
2400 IDS CENTER
MINNEAPOLIS, MN 55402
(612) 334-8400
May 21, 1999
Information Advantage, Inc.
7807 Creekridge Circle
Bloomington, Minnesota 55439-2646
RE: INFORMATION ADVANTAGE, INC.
REGISTRATION STATEMENT ON FORM S-8
1997 EQUITY INCENTIVE PLAN
Gentlemen:
In connection with the registration on Form S-8 under the Securities Act of
1933, as amended, of 507,871 additional shares of Common Stock to be issued
under the 1997 Equity Incentive 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 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 this Registration
Statement on Form S-8 for the Information Advantage, Inc. 1997 Equity Incentive
Plan of our report dated March 3, 1999, which appears on page 31 of the
Information Advantage, Inc. Annual Report on Form 10-K for the year ended
January 31, 1999.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Minneapolis, Minnesota
May 20, 1999
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 333-______) pertaining to the 1997 Equity Incentive Plan of
Information Advantage, Inc. of our report dated February 20, 1998, with
respect to the consolidated financial statements of IQ Software Corporation
as of January 31, 1998 and for each of the two years in the period then
ended, included in the Information Advantage, Inc. Annual Report (Form 10-K)
for the year ended January 31, 1999.
/s/ Ernst & Young LLP
May 20, 1999
Atlanta, Georgia
