<PAGE>
As filed with the Securities and Exchange Commission on November 12, 1999
Registration No. 333-69269
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
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)
107 Grand Street, 3rd Floor
New York, NY 10003
(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)
Jeffrey A. Dachis
Chief Executive Officer
International Integration Incorporated
107 Grand Street, 3rd Floor
New York, NY 10013
(Name and address of agent for service)
(212) 966-5960
(Telephone number,
including area code,
of agent for service)
Copy to:
Jeffrey A. Stein, Esq.
Hale and Dorr LLP
60 State Street
Boston, MA 02109
<PAGE>
DEREGISTRATION OF COMMON STOCK
On December 18, 1998, International Integration Incorporated (the
"Company") filed a Registration Statement on Form S-8, Registration No.
333-69269 (the "Registration Statement"), for the sale of 9,339,801 shares of
Common Stock, par value $.01 per share (the "Common Stock") of the Company under
the plans referenced therein (the "Plans"). On November 2, 1999, the
shareholders of the Company approved and adopted an Agreement and Plan of
Merger, dated as of August 10, 1999, by and among the Company, Razorfish, Inc.
and Ray Merger Sub, Inc., a wholly-owned subsidiary of Razorfish, and on
November 2, 1999, Ray Merger Sub, Inc. merged with and into the Company and the
Company became a wholly-owned subsidiary of Razorfish. Pursuant to the
Agreement, Razorfish assumed the obligations of the Company under the Plans and
the Plans were terminated. This Post-Effective Amendment No. 1 to the
Registration Statement is being filed to deregister all of the unsold shares of
Common Stock formerly issuable under the Plans, constituting 1,335,369 shares.
<PAGE>
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 post-Effective
Amendment to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, New York on the
11th day of November, 1999.
INTERNATIONAL INTEGRATION INCORPORATED
By: /s/ Jeffrey A. Dachis
---------------------------
Jeffrey A. Dachis, President
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.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Jeffrey A. Dachis President and Director (principal November 11, 1999
- ----------------------- executive officer)
Jeffrey A. Dachis
/s/ Craig M. Kanarick Treasurer
- ----------------------- (principal financial officer) November 11, 1999
Craig M. Kanarick
</TABLE>
