- -----------------------------------------------------------------------------
As Filed With the Securities and Exchange Commission
on May 27, 1994
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement Under
The Securities Act of 1933
INTERGRAPH CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 63-0573222
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
Intergraph Corporation
Huntsville, Alabama 35894-0001
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(Address of principal executive offices) (Zip Code)
INTERGRAPH CORPORATION 1992 STOCK OPTION PLAN
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(Full title of plan)
JOHN W. WILHOITE, INTERGRAPH CORPORATION
HUNTSVILLE, ALABAMA 35894-0001
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(Name and address of agent for service)
(205) 730-2637
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(Telephone number, including area code, of agent for service)
-----------------------------
Copies to:
John R. Wynn B. Judson Hennington III
Lanier Ford Shaver & Payne, P.C. Intergraph Corporation
200 West Court Square, Suite 5000 Huntsville, Alabama 35894-0001
Huntsville, Alabama 35801
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<PAGE>
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share (1) Price (1) Fee
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Common Stock, 3,000,000 shares $9.19 $27,570,000 $9506.96
$.10 par value
(1) This calculation, which is made solely for the purpose
of determining the amount of the registration fee, is
made pursuant to Rule 457 and is based on a price of
$9.19 per share, the average of the bid and asked price
of a share of common stock on May 23, 1994, as
reported on the NASDAQ National Market System.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
This Registration Statement relates to the registration of
3,000,000 shares of $.10 par value common stock of Intergraph
Corporation (the "Company") ("Common Stock") to be sold pursuant
to the exercise of stock options granted employees of the
Company under the Intergraph Corporation 1992 Stock Option Plan
(the "Plan"). Documents containing the information specified in
Part I of Form S-8 promulgated by the Securities and Exchange
Commission (the "Commission") will be sent or given to employees
as specified by Commission Rule 428(b)(1).
Item 2. Registrant Information and Employee Plan Annual Information.
See response to Item 1 above.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Company are hereby
incorporated by reference as of their respective dates:
(1) The Company's Annual Report on Form 10-K for the year
ended December 31, 1993.
(2) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1994.
(3) The description of the Company's common stock contained in the
Company's Form 8-A filed with the Commission on May 1, 1981,
as amended by a Form 8 filed on July 23, 1986.
All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934 after the date hereof 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 herein and to be a part hereof from the date of filing
of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The legality of the issuance of the Common Stock issuable
upon the exercise of the options has been passed upon for the
Company by Lanier Ford Shaver & Payne P.C., 200 West Court
Square, Suite 5000, Huntsville, Alabama 35801. John R. Wynn is
Secretary of the Company and a member-stockholder of Lanier Ford
Shaver & Payne P.C.
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The consolidated financial statements of the Company for
the year ended December 31, 1993, incorporated by reference in
the Company's Annual Report (Form 10-K) have been audited by
Ernst & Young, independent auditors, as set forth in their
report thereon included therein and incorporated herein by
reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report
given upon the authority of such firm as experts in accounting
and auditing.
Item 6. Indemnification of Directors and Officers.
Article VIII(d) of the Certificate of Incorporation of the
Company permits indemnification of directors and officers to the
full extent permitted by the Delaware General Corporation Law.
Article IX of the Certificate of Incorporation of the
Company provides that a director of the Company shall not be
liable to the Company or its stockholders for monetary damages
for breaches of his fiduciary duty, except for liability for:
(a) breaches of the duty of loyalty to the Company or its
shareholders, (b) acts or omissions not in good faith or
involving intentional misconduct or knowing violations of the
law, (c) the payment of unlawful dividends or unlawful stock
repurchases or redemptions, or (d) transactions in which the
director received an improper personal benefit. Liability
arising out of acts or omissions which occurred before the
enactment of Article IX are not covered by the provision.
Article IX of the Certificate of Incorporation of the Company
also authorizes the Company to indemnify an officer, director,
employee, or agent of the Company for his expense, liability,
and loss in connection with any action, suit, or proceeding in
which he is or was a party or is threatened to be made a party
by reason of the fact that he is or was an officer or director
of the Company, whether the basis of such proceeding is alleged
action in an official capacity as a director, officer, employee,
or agent or in any other capacity while serving as a director,
officer, employee, or agent. This provision permits
indemnification only upon a finding by the disinterested
directors or the shareholders that he acted in good faith and in
a manner he reasonably believed to be in, or not opposed to, the
best interests of the Company. Article IX also authorizes the
Company to advance litigation expenses to an officer or
director prior to the final disposition of the action. The
making of such advance is conditioned upon the officer or
director giving the Company an undertaking to repay the amount
advanced if it turns out that indemnification is not available.
If indemnification or advancement of expenses is authorized, it
will not exclude any rights to indemnification or advancement
of expenses which a director, officer, employee, or agent may
have under a by-law, agreement, board or shareholder
resolution, or otherwise. The indemnification or advancement of
expenses provided by Article IX will continue as to a person who
ceases to be a director, officer, employee or agent, and inures
to the benefit of his heirs, executors and administrators.
Section 145 of the Delaware General Corporation Law permits
indemnification by the Company of any director, officer,
employee or agent of the Company or person who is serving or was
serving at the Company's request as a director, officer,
employee or agent of another company or other enterprise,
against expenses (including attorney's fees), judgments, fines
and amounts paid in settlement, actually and reasonably incurred
by him in connection with the defense of any threatened, pending
or completed action (whether civil, criminal, administrative or
investigative), to which he is or may be a party by reason of
having been such director, officer, employee or agent, provided
that he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
Company, and, with respect to any criminal action or proceeding
had no reasonable cause to believe his conduct was unlawful.
The Company also has the power under Section 145 to indemnify
persons set forth above from threatened, pending or completed
actions or suits by or in the right of the Company to procure a
judgment in its favor by reason of the fact that such person
was a director, officer, employee or agent of the Company or is
or was serving at the request of the Company as a director,
officer, employee or agent of another company or enterprise
against expenses actually and reasonably incurred by him in
connection with the defense or settlement of the action if he
acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the Company, except
that no indemnification can be made with regard to any claim,
issue or matter as to which the person has been adjudged to be
liable for negligence or misconduct in the performance of his
duty to the Company unless and only to the extent that the
Delaware Court of Chancery or the court in which the action was
brought determines that the person was fairly and reasonably
entitled to indemnity. Any indemnification (unless ordered by a
court) must be made by the Company only as authorized in the
specific case upon a determination that indemnification of the
person is proper in the circumstances because he has met the applicable
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standards of conduct. The determination must be made
by the Board of Directors by a majority vote of a quorum
consisting of directors who are not parties to the action, or if
a quorum is not obtainable or, even if obtainable, a quorum of
disinterested directors so directs, by independent counsel in a
written opinion, or by the stockholders. The Company may pay the
expenses of an action in advance of final disposition if
authorized by the Board of Directors in a specific case upon
receipt of an undertaking by the person to be indemnified to
repay any such advances unless it shall ultimately be determined
that such person is entitled to be indemnified by the Company as
authorized by law.
Article IX of the Company's Bylaws provides for
indemnification of the Company's directors, officers, employees
or agents to the extent permitted by Section 145 of the
Delaware General Corporation Law. Article IX of the Company's
Bylaws further provides that the Company may purchase and
maintain insurance on behalf of those persons described above as
eligible for indemnification for liability arising out of such person's
duties or status with the Company whether or not
indemnification in respect of such liability would be
permissible.
Section 7 of the Plan provides indemnification from the
Company to the members of the committee administering the Plan
(the "Committee") against reasonable expenses, including
attorney's fees, incurred in connection with the defense of any
action to which they are a party by reason of any act or failure
to act under the Plan or any option granted thereunder. The
indemnification extends to any amounts paid by them in
settlement of any such action or in satisfaction of a judgment
in any such action unless in such action the Committee member is
adjudged to be liable for willful misconduct in the performance
of his duties.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit Number Description
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5 Opinion and consent of Lanier Ford Shaver & Payne P.C.
23(a) Consent of Ernst & Young
23(b) Consent of Lanier Ford Shaver & Payne P.C.
(included in Exhibit 5)
99 Intergraph Corporation 1992 Stock Option Plan (1)
(1) Incorporated by reference to exhibit filed with the Company's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1991 under the Securities Exchange Act of 1934,
File No. 0-9722.
Item 9. Undertakings.
The Company 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 therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
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(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.
(4) 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 the 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 the initial bona fide offering thereof.
(5) To deliver or cause to be delivered with the Prospectus,
to each person to whom the Prospectus is sent or given, the
latest annual report to security holders that is incorporated by
reference in the Prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
Securities Exchange Act of 1934; and, where interim financial
information required to be presented by Article 3 of Regulation
S-X are not set forth in the Prospectus, to deliver, or cause to
be delivered to each person to whom the Prospectus is sent or
given, the latest quarterly report that is specifically
incorporated by reference in the Prospectus to provide such
interim financial information.
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
Huntsville, State of Alabama, on the 25th day of May, 1994.
INTERGRAPH CORPORATION
By James W. Meadlock
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James W. Meadlock,
Chief Executive Officer and
Chairman of the Board
Pursuant to the requirements of the Securities Exchange Act
of 1933, this registration statement has been signed below by
the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
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James W. Meadlock
- --------------------- Chief Executive Officer and May 25, 1994
James W. Meadlock Chairman of the Board
- --------------------- Director May 25, 1994
Roland E. Brown
Larry J. Laster
- --------------------- Executive Vice President, May 25, 1994
Larry J. Laster Chief Financial Officer and
Director
Nancy B. Meadlock
- ----------------------- Executive Vice President May 25, 1994
Nancy B. Meadlock and Director
- ----------------------- Director May 25, 1994
Keith H. Schonrock, Jr.
James F. Taylor, Jr.
- ----------------------- Director May 25, 1994
James F. Taylor, Jr.
Robert E. Thurber
- ----------------------- Executive Vice President May 25, 1994
Robert E. Thurber and Director
John W. Wilhoite
- ----------------------- Vice President and Controller May 25, 1994
John W. Wilhoite (Principal Accounting Officer)
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EXHIBIT INDEX
Exhibit Sequentially
Number Description Numbered Page
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5 Opinion and consent of Lanier Ford Shaver & Payne P.C.
23(a) Consent of Ernst & Young
23(b) Consent of Lanier Ford Shaver & Payne P.C. (included in
Exhibit 5)
99 Intergraph Corporation 1992 Stock Option Plan (1)
(1) Incorporated by reference to exhibit filed with
the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1991, under
the Securities Exchange Act of 1934, File No. 0-9722.
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EXHIBIT 5 and 23(b)
May 27, 1994
Intergraph Corporation
Huntsville, Alabama 35894-0001
Gentlemen:
As counsel for Intergraph Corporation (herein called the
"Corporation"), we are familiar with the records of the
proceedings by which it was organized, the records of the
proceedings by which its Certificate of Incorporation has from
time to time been amended, the records of the proceedings by
which the shares of its common stock have from time to time
been issued, the proceedings by which the Intergraph
Corporation 1992 Stock Option Plan (herein called the "Plan")
was authorized and adopted by the Board of Directors of the
Corporation, and the proceedings by which the Plan was
authorized and approved by the stockholders of the Corporation.
We have also reviewed such documents and records as we have
deemed necessary to enable us to express an informed opinion
with respect to the matters covered hereby.
Based upon the foregoing, we are of the opinion that:
1. The Corporation has been duly incorporated and is
validly existing as a corporation in good standing under the
laws of the State of Delaware; and
2. The plan was duly and validly authorized and adopted,
and the 3,000,000 shares of common stock of the par value of
ten cents ($.10) each of the Corporation that may be issued
and sold from time to time upon the exercise of options
granted in accordance with the Plan will be duly authorized
for issuance and will, when issued, sold and paid for in
accordance with the Plan and for a price of not less than
ten cents ($.10) per share, be validly issued, fully paid
and nonassessable, and no personal liability will attach to
the holders thereof under the laws of the State of Delaware
in which the Corporation is incorporated and in the State of
Alabama in which its principal place of business is located.
We hereby consent to the use of our name in the Registration
Statement (Form S-8) pertaining to the Plan as counsel who has
passed upon the legality of the shares of common stock that may
be issued and sold under the Plan, and to the use of this
opinion as a part of such Registration Statement as required by
Section 7 of the Securities Act of 1933, as amended.
Sincerely,
/s/ John R. Wynn
John R. Wynn
For the Firm
EXHIBIT 23(a)
CONSENT OF ERNST & YOUNG, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption
"Experts" in the Registration Statement (Form S-8) pertaining to
the Intergraph Corporation 1992 Stock Option Plan and to the
incorporation by reference therein of our reports dated January
28, 1994, with respect to the consolidated financial statements of
Intergraph Corporation and subsidiaries incorporated by reference
in its Annual Report (Form 10-K) for the year ended December 31,
1993 and the related financial statement schedules included
therein, filed with the Securities and Exchange Commission.
/s/ Ernst & Young
Birmingham, Alabama
May 24, 1994
