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As filed with the Securities and Exchange Commission on December 18, 1998
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
International Integration Incorporated
(Exact name of registrant as specified in its charter)
Delaware 04-3169145
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
101 Main Street
Cambridge, MA 02142
(Address of Principal Executive Offices) (Zip Code)
1993 STOCK PLAN
1996 STOCK PLAN
1998 STOCK INCENTIVE PLAN
1998 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
1998 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plans)
Michael Pehl
Chief Executive Officer and Chairman
International Integration Incorporated
101 Main Street
Cambridge, MA 02142
(Name and address of agent for service)
(617) 250-2500
(Telephone number,
including area code,
of agent for service)
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<TABLE>
<CAPTION>
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CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
Title of Amount to Proposed Proposed Amount of
securities be maximum maximum registration
to be registered offering aggregate fee
registered (1) price per offering
share price
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1993 STOCK PLAN
Common Stock
($.01 par value) 470,000 shares $ 0.01 (2) $ 4,700(2) $ 1.31
121,124 shares $ 0.67 (2) $ 81,153(2) $ 22.56
13,425 shares $ 1.33 (2) $ 17,855(2) $ 4.96
15,000 shares $ 2.00 (2) $ 30,000(2) $ 8.34
150,000 shares $ 2.20 (2) $ 330,000(2) $ 91.74
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1996 STOCK PLAN
Common Stock
($.01 par value) 2,503,714 shares $ 2.00 (2) $ 5,007,428(2) $ 1,392.06
1,108,311 shares $ 3.00 (2) $ 3,324,933(2) $ 924.33
684,827 shares $ 5.00 (2) $ 3,424,135(2) $ 951.91
108,500 shares $ 7.00 (2) $ 759,500(2) $ 211.14
51,000 shares $12.00 (2) $ 612,000(2) $ 170.14
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1998 STOCK INCENTIVE PLAN
Common Stock
($.01 par value) 100,500 shares $12.00 (2) $ 1,206,000(2) $ 335.27
6,500 shares $14.00 (2) $ 91,000(2) $ 25.30
2,000 shares $14.63 (2) $ 29,260(2) $ 8.13
4,000 shares $14.75 (2) $ 59,000(2) $ 16.40
10,000 shares $15.00 (2) $ 150,000(2) $ 41.70
650 shares $15.25 (2) $ 9,912(2) $ 2.76
2,450 shares $15.50 (2) $ 37,975(2) $ 10.56
2,000 shares $15.63 (2) $ 31,260(2) $ 8.69
17,500 shares $16.00 (2) $ 280,000(2) $ 77.84
15,000 shares $16.13 (2) $ 241,950(2) $ 67.26
50,500 shares $16.25 (2) $ 820,625(2) $ 228.13
10,000 shares $16.50 (2) $ 165,000(2) $ 45.87
63,500 shares $16.63 (2) $ 1,056,005(2) $ 293.57
79,500 shares $16.75 (2) $ 1,331,625(2) $ 370.19
10,000 shares $16.94 (2) $ 169,400(2) $ 47.09
3,500 shares $17.00 (2) $ 59,500(2) $ 16.54
12,500 shares $17.13 (2) $ 214,125(2) $ 59.53
22,800 shares $17.50 (2) $ 399,000(2) $ 110.92
159,800 shares $17.75 (2) $ 2,836,450(2) $ 788.53
2,000 shares $18.25 (2) $ 36,500(2) $ 10.15
6,000 shares $18.50 (2) $ 111,000(2) $ 30.86
2,983,200 shares $17.5625(3) $52,392,450(3) $14,565.10
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1998 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
Common Stock
($.01 par value) 250,000 shares $17.5625(3) $ 4,390,625(3) $ 1,220.59
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1998 EMPLOYEE STOCK PURCHASE PLAN
Common Stock
($.01 par value) 300,000 shares $17.5625(3) $ 5,268,750(3) $ 1,464.71
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TOTAL: 9,339,801 shares $23,624.18
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(1) Shares of Common Stock that are not issued under the 1993 Stock Plan and
the 1996 Stock Plan are issuable under the 1998 Stock Incentive Plan.
(2) Estimated solely for purposes of calculating the registration fee, and
based upon the fixed exercise prices of outstanding options in accordance
with Rule 457(h) under the Securities Act of 1933, as amended
(the "Securities Act").
(3) Estimated solely for purposes of calculating the registration fee, and
based upon the average of the high and low prices of the Registrant's
Common Stock as reported on the Nasdaq National Market on December 15, 1998
in accordance with Rules 457(c) and 457(h) under the Securities Act.
</TABLE>
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PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I of Form S-8 is included in
documents sent or given to participants in the plans specified on the cover page
of this Registration Statement of International Integration Incorporated, a
Delaware corporation (the "Registrant"), pursuant to Rule 428(b)(1) of the
Securities Act.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The Registrant is subject to the informational and reporting
requirements of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") and in accordance therewith files reports,
proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). The following documents, which are filed with the
Commission, are incorporated in this Registration Statement by reference:
(1) The Registrant's prospectus dated June 22, 1998 filed pursuant to
Rule 424(b) under the Securities Act, which contains audited financial
statements for the Registrant's latest fiscal year for which such
statements have been filed.
(2) All reports filed pursuant to Sections 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the prospectus
referred to in (1) above.
(3) The description of the common stock of the Registrant, $.01 par
value per share (the "Common Stock"), contained in the registration
statement filed as of June 8, 1998 under Section 12 of the Exchange Act,
including any amendment or report filed for purposes of updating such
description.
The Delaware General Corporation Law and the Registrant's Amended and
Restated Certificate of Incorporation provide for indemnification of the
Registrant's directors and officers for liabilities and expenses that they may
incur in such capacities In general, directors and officers are indemnified
with respect to actions taken in good faith in a manner reasonably believed to
be in, or not opposed to, the best interests of the Registrant and, with
respect to any criminal action or proceeding, actions that the indemnitee had
no reasonable cause to believe were unlawful.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Peter B. Tarr, a partner in Hale and Dorr LLP, is Secretary of the
Registrant.
Item 6. Indemnification
The Delaware General Corporation Law and the Registrant's Amended and
Restated Certificate of Incorporation provide for indemnification of the
Registrant's directors and officers for liabilities and expenses that they may
incur in such capacities. In general, directors and officers are indemnified
with respect to actions taken in good faith in a manner reasonably believed to
be in, or not opposed to, the best interests of the Registrant and, with
respect to any criminal action or proceeding, actions that the indemnitee had
no reasonable cause to believe were unlawful.
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The Registrant has purchased and maintains insurance coverage under a
policy insuring directors and officers of the Registrant against certain
liabilities that they may incur as directors or officers of the Registrant,
which may include coverage for liabilities arising under the Securities Act.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.
Item 9. Undertakings
a. The Registrant hereby undertakes:
(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;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this 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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
20 percent change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table herein; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
provided, however, that paragraphs (i) and (ii) do not apply if this
Registration Statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed with or furnished to the Commission
by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
(3) To remove from registration by means of a post-
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effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
b. The Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this 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 in the initial
bona fide offering thereof.
c. Insofar as indemnification for liabilities arising under the
Securities Act 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 Securities 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, 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 Cambridge, Massachusetts on the 18th day of December,
1998.
INTERNATIONAL INTEGRATION INCORPORATED
By: /s/ Lawrence P. Begley
---------------------------------------
Lawrence P. Begley
Executive Vice President,
Chief Financial Officer
Treasurer and Director
POWER OF ATTORNEY
We, the undersigned officers and directors of International
Integration Incorporated, hereby severally constitute Michael Pehl and Lawrence
P. Begley, and each of them singly, our true and lawful attorneys with full
power to them, and each of them singly, to sign for us and in our names in the
capacities indicated below, the Registration Statement on Form S-8 filed
herewith and any and all subsequent amendments to said Registration Statement,
and generally to do all such things in our names and behalf in our capacities as
officers and directors to enable International Integration Incorporated to
comply with all requirements of the Securities and Exchange Commission, hereby
ratifying and confirming our signatures as they may be signed by said attorneys,
or any of them, to said Registration Statement and any and all amendments
thereto.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
Signature Title Date
/s/ Michael Pehl Chief Executive December 18, 1998
- ------------------------ Officer and Chairman
Michael Pehl (Principal Executive Officer)
/s/ Madhav Anand President and Director December 18, 1998
- ------------------------
Madhav Anand
/s/ Lawrence P. Begley Executive Vice President, December 18, 1998
- ------------------------ Chief Financial Officer,
Lawrence P. Begley Treasurer and Director
(Principal Financial and
Accounting Officer)
/s/ Thomas J. Meredith Director December 18, 1998
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Thomas J. Meredith
/s/ Joseph M. Tucci Director December 18, 1998
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Joseph M. Tucci
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/s/ Gregory S. Young Director December 18, 1998
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Gregory S. Young
/s/ John A. Young Director December 18, 1998
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John A. Young
/s/ Patrick J. Zilvitis Director December 18, 1998
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Patrick J. Zilvitis
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Exhibit Index
Exhibit
Number Description
4.1(1) Amended and Restated Certificate of Incorporation of the Registrant
4.2(1) Amended and Restated By-Laws of the Registrant
4.3(1) Specimen Certificate for shares of Common Stock, $.01 par value per
share, of the Registrant
5.1 Opinion of Hale and Dorr LLP
23.1 Consent of Hale and Dorr LLP (included in Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP
24.1 Power of Attorney (included on the signature page of this
Registration Statement)
- ----------
1 Incorporated herein by reference to the Registrant's Registration Statement
on Form S-1 (Commission File No. 333-50889).
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EXHIBIT 5.1
HALE AND DORR LLP
Counsellors at Law
60 State Street, Boston, Massachusetts 02109
617-526-6000 * FAX 617-526-5000
December 18, 1998
International Integration Incorporated
101 Main Street
Cambridge, MA 02142
Re: 1993 Stock Plan
1996 Stock Plan
1998 Stock Incentive Plan
1998 Non-Employee Director Stock Option Plan
1998 Employee Stock Purchase Plan
Ladies and Gentlemen:
We have assisted in the preparation of a Registration Statement on Form S-8
(the "Registration Statement") to be filed with the Securities and Exchange
Commission (the "Commission") relating to an aggregate of 9,339,801 shares of
common stock, $.01 par value per share (the "Shares"), of International
Integration Incorporated, a Delaware corporation (the "Company"), issuable under
the Company's 1993 Stock Plan, 1996 Stock Plan, 1998 Stock Incentive Plan, 1998
Non-Employee Director Stock Option Plan and 1998 Employee Stock Purchase Plan
(collectively, the "Plans").
We have examined the Amended and Restated Certificate of Incorporation and
the Amended and Restated By-Laws of the Company, and originals, or copies
certified to our satisfaction, of all pertinent records of the meetings of the
directors and stockholders of the Company, the Registration Statement and such
other documents relating to the Company as we have deemed material for the
purposes of this opinion.
In examination of the foregoing documents, we have assumed the genuineness
of all signatures and the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to us
as certified, photostatic or facsimile copies, the authenticity of the originals
of such latter documents and the legal competence of all signatories to such
documents.
We assume that the appropriate action will be taken, prior to the offer and
sale of the Shares in accordance with the Plans, to register and qualify the
Shares for sale under all applicable state securities or "blue sky" laws.
We express no opinion herein as to the laws of any state or jurisdiction
other than the General Corporation Law statute of the State of Delaware and the
federal laws of the United States of America.
Based upon and subject to the foregoing, we are of the opinion that the
Company has duly authorized for issuance the Shares covered by the Registration
Statement to be issued
Washington, DC Boston, MA London, UK*
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HALE AND DORR LLP INCLUDES PROFESSIONAL CORPORATIONS
*BROBECK HALE AND DORR INTERNATIONAL
(AN INDEPENDENT JOINT VENTURE LAW FIRM)
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under the Plans, as described in the Registration Statement, and such Shares,
when issued in accordance with the terms of the Plans, will be legally issued,
fully paid and nonassessable.
It is understood that this opinion is to be used only in connection with
the offer and sale of the Shares while the Registration Statement is in effect.
Please note that we are opining only as to the matters expressly set forth
herein, and no opinion should be inferred as to any other matters.
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended
(the "Securities Act"). In giving such consent, we do not hereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the Commission.
Peter B. Tarr, a partner in this firm, is Secretary of the Company.
Very truly yours,
/s/ Hale and Dorr LLP
-----------------------------------
Hale and Dorr LLP
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement of
International Integration Incorporated on Form S-8 of our report dated March 16,
1998, on our audits of the consolidated financial statements of International
Integration Incorporated as of December 31, 1997 and 1996, and for the three
years in the period ended December 31, 1997, included in the prospectus of
International Integration Incorporated dated June 22, 1998 filed pursuant to
Rule 424(b) under the Securities Act (SEC File No. 333-50889).
/s/ PricewaterhouseCoopers LLP
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PricewaterhouseCoopers LLP
Boston, Massachusetts
December 18, 1998
