Registration No. 333-_________
As filed with the Securities and Exchange Commission on February 17, 2000
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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INFORTE CORP.
(Exact name of registrant as specified in its charter)
Delaware 36-3909334
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
150 N. Michigan Avenue
Suite 3400 60601
Chicago, Illinois (Zip Code)
(Address of principal executive offices)
Inforte Corp. Amended and Restated 1997 Incentive Compensation Plan
(Full title of the plan)
Philip S. Bligh Copy to:
Chief Executive Officer
Inforte Corp. Edwin D. Mason, Esq.
150 N. Michigan Avenue, Suite 3400 Foley & Lardner
Chicago, Illinois 60601 One IBM Plaza
(312) 540-0900 330 N. Wabash Avenue
(Name, address and telephone number, Chicago, Illinois 60611
including area code, of agent for service) (312) 755-1900
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Securities to Amount to be Offering Price Per Aggregate Offering Amount of
be Registered Registered Share Price Registration Fee
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<S> <C> <C> <C> <C>
Common Stock,
$.001 par value 3,833,017 shares $32.00 (1) $86,826,119 (1) $22,922
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 457(h) under the Securities Act of 1933, as amended, the
amounts shown are based on (i) 1,433,217 shares subject to outstanding options
having a maximum exercise price of $7.00 per share and (ii) 2,399,800 shares
reserved for future grants under the plan computed on the basis of $32.00 per
share, the estimated maximum initial public offering price per share of the
common stock.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document or documents containing the information specified in Part
I are not required to be filed with the Securities and Exchange Commission
("Commission") as part of this Form S-8 Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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The following documents have been previously filed by Inforte Corp.
(the "Company") with the Commission and are incorporated herein by reference:
(a) The Company's Prospectus dated February 18, 2000 filed pursuant to
Rule 424(b), which includes audited financial statements as of and for the year
ended December 31, 1999.
(b) The description of the Company's Common Stock set forth in the
Registration Statement on Form 8-A, dated January 31, 2000, filed with the
Commission pursuant to Section 12 of the Exchange Act, and any amendments or
reports filed for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of filing of this
Registration Statement and prior to such time as the Company files a post-
effective amendment to this Registration Statement which indicates that all
securities offered hereby 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 a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed
incorporated herein by reference shall be deemed to be modified or superceded
for the purpose of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which is also, or is
deemed to be, incorporated herein by reference modifies or supercedes such
statement. Any such statement so modified or superceded shall not be deemed,
except as so modified or superceded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities.
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Not applicable.
Item 5. Interests of Named Experts and Counsel.
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Not applicable.
Item 6. Indemnification of Directors and Officers.
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Section 145 of the Delaware General Corporation Law authorizes a court
to award, or permits a Delaware corporation to grant, indemnity to present or
former directors and executive officers, as well as certain other persons
serving at the request of the corporation in related capacities. This permitted
indemnity is
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sufficiently broad to permit indemnification for liabilities arising under the
Securities Act of 1933, including reimbursement for expenses incurred.
The indemnification authorized under Delaware law is not exclusive and
is in addition to any other rights granted to officers and directors under the
certificate of incorporation or bylaws of the corporation or any agreement
between officers and directors and the corporation. The registrant's certificate
of incorporation and bylaws provide for the indemnification of directors, former
directors and executive officers to the maximum extent permitted by Delaware
law. The registrant's certificate of incorporation and bylaws also provide that
it may purchase and maintain insurance on behalf of a director or officer
against liability asserted against the director or officer in such capacity. In
addition, the registrant has entered into Indemnification Agreements with each
executive officer and director.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not Applicable.
Item 8. Exhibits.
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The following exhibits have been filed (except where otherwise
indicated) as part of this Registration Statement:
Exhibit No. Exhibit
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(4) Amended and Restated 1997 Incentive Compensation Plan
(incorporated by reference to Exhibit 10.4 to the
Registrant's Registration Statement on Form S-1,
333-92325)
(5) Opinion of Foley & Lardner
(23.1) Consent of Ernst & Young LLP
(23.2) Consent of Foley & Lardner (contained in Exhibit 5
hereto)
(24) Power of Attorney relating to subsequent amendments
(included on the signature page to this Registration
Statement)
Item 9. Undertakings.
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(a) The undersigned 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 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.
(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 herein, 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-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
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(b) The undersigned Registrant hereby undertakes 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 Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) 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
The Registrant. Pursuant to the requirements of the Securities Act of
1933, 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 Chicago, and State of Illinois, on this 17th day
of February, 2000.
INFORTE CORP.
By: /s/ Philip S. Bligh
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Philip S. Bligh
Chief Executive Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated. Each person whose signature appears below
constitutes and appoints Philip S. Bligh, Nick Padgett, Stephen C.P. Mack, and
Ronald G. Meyer, and each of them individually, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and revocation, for
him or her and in his or her name, place and stead, in any and all capacities,
to sign any and 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 and necessary to be done in connection therewith, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or either of them,
may lawfully do or cause to be done by virtue hereof.
S-1
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Signature Title Date
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<S> <C> <C>
/s/ Philip S. Bligh President, Chief Executive Officer and
- ------------------------------ Chairman February 17, 2000
Philip S. Bligh
/s/ Stephen C. P. Mack Chief Operating Officer and Director February 17, 2000
- ------------------------------
Stephen C. P. Mack
/s/ Nick Padgett Chief Financial Officer, Chief
- ------------------------------ Accounting Officer and Director February 17, 2000
Nick Padgett
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EXHIBIT INDEX
Exhibit No. Exhibit
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(4) Inforte Corp. Amended and Restated 1997 Incentive
Compensation Plan (incorporated by reference to
Exhibit 10.4 to the Registrant's Registration State-
ment on Form S-1, 333-92325)
(5) Opinion of Foley & Lardner
(23.1) Consent of Ernst & Young LLP
(23.2) Consent of Foley & Lardner (contained in Exhibit 5
hereto)
(24) Power of Attorney relating to subsequent amendments
(included on the signature page to this Registration
Statement)
EXHIBIT 5
FOLEY & LARDNER
ATTORNEYS AT LAW
CHICAGO POST OFFICE BOX 240 SACRAMENTO
DENVER JACKSONVILLE, FLORIDA 32201-0240 SAN DIEGO
JACKSONVILLE THE GREENLEAF BUILDING SAN FRANCISCO
LOS ANGELES 200 LAURA STREET TALLAHASSEE
MADISON JACKSONVILLE, FLORIDA 32202-3510 TAMPA
MILWAUKEE TELEPHONE (904) 359-2000 WASHINGTON, D.C.
ORLANDO FACSIMILE (904) 359-8700 WEST PALM BEACH
February 17, 2000
Inforte Corp.
150 N. Michigan Avenue, Suite 3400
Chicago, Illinois 60601
Ladies and Gentlemen:
We have acted as counsel for Inforte Corp., a Delaware corporation (the
"Company"), in connection with the preparation of a Form S-8 Registration
Statement (the "Registration Statement") to be filed by the Company with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Securities Act"), relating to 4,000,000 shares of the Company's Common
Stock, $.001 par value per share (the "Common Stock"), which may be issued or
acquired pursuant to the Inforte Corp. Amended and Restated 1997 Incentive
Compensation Plan (the "Plan").
In this regard, we have examined: (a) the Plan; (b) signed copies of
the Registration Statement; (c) the Company's Certificate of Incorporation and
Bylaws, as amended to date; (d) resolutions of the Company's Board of Directors
relating to the Plan; and (e) such other documents and records as we have deemed
necessary to enable us to render this opinion. Based upon the foregoing, we are
of the opinion that:
1. The Company is a corporation in good standing under the laws of the State of
Delaware.
2. The shares of Common Stock, when issued pursuant to the terms and conditions
of the Plan, and as contemplated in the Registration Statement, will be validly
issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement. In giving this consent, we do not admit that we are "experts" within
the meaning of Section 11 of the Securities Act or within the category of
persons whose consent is required by Section 7 of the Securities Act.
Yours truly,
FOLEY & LARDNER
/s/ Foley & Lardner
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
In the Registration Statement (Form S-8 No. 333-______) pertaining to
the Amended and Restated 1997 Incentive Compensation Plan of Inforte Corp., we
consent to the incorporation of our report dated January 20, 2000, with respect
to the financial statements and schedule of Inforte Corp. included in the
Registration Statement (Form S-1 No. 333-92325) and related Prospectus of
Inforte Corporation filed with the Securities and Exchange Commission for the
sale of its common stock.
/s/ Ernst & Young LLP
Ernst & Young LLP
Chicago, Illinois
February 17, 2000
