INTERGRAPH CORP
POS AM, 1995-06-06
COMPUTER TERMINALS
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As filed with the Securities and Exchange Commission on June 6, 1995.

                                                   Registration No. 33-85740


============================================================================

                    SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549


                       ----------------------------


                      Post-Effective Amendment No. 1
                                   to
                                FORM S-4
         Registration Statement Under The Securities Act of 1933


                       ----------------------------


                          INTERGRAPH CORPORATION
             (Exact Name of Issuer as Specified in Its Charter)

        DELAWARE                         3571                  63-0573222
(State or other jurisdiction     (Primary Standard          (I.R.S. Employer
    of incorporation or              Industrial          Identification Number)
       organization)             Classification Code
                                       Number)



                       One Madison Industrial Park
                     Huntsville, Alabama  35894-0001
                     Telephone Number: (205) 730-2000
        (Name, address, including zip code, and telephone number,
                including area code, of agent for service)


                       ----------------------------


                     John W. Wilhoite, Vice President
                          INTERGRAPH CORPORATION
                       One Madison Industrial Park
                     Huntsville, Alabama  35894-0001
                     Telephone Number: (205) 730-2000
        (Name, address, including zip code, and telephone number,
                including area code, of agent for service)



============================================================================


                           INTERGRAPH CORPORATION


     Intergraph Corporation, a Delaware corporation (the "Corporation"), filed
with the Securities and Exchange Commission on December 8, 1994, Amendment No. 
3 to a Registration Statement under the Securities Act of 1933 (the "Securities
Act") on Form S-4 pursuant to which the Corporation registered 1,079,738 shares
of $0.10 par value common stock (the "Common Stock").  The Corporation filed
such Registration Statement in anticipation of the issuance of up to 1,079,738
shares of Common Stock to the shareholders of InterCAP Graphics Systems, Inc., 
a Delaware corporation ("InterCAP"), upon consummation of the merger of 
Intergraph DC Corporation - Subsidiary 7, a wholly owned subsidiary of the 
Corporation, into InterCAP.  The merger was effected as of January 11, 1995, 
and the Corporation issued only 797,931 shares of Common Stock to effect the 
merger. Accordingly, 281,807 shares of Common Stock remain registered but 
unissued. Because the merger has been effected and no additional shares of 
Intergraph's Common Stock are to be issued in connection therewith, the 
Corporation hereby deregisters the remaining 281,807 shares of Common Stock.



                                SIGNATURES


     Pursuant to the requirements of the Securities Act, the Registrant 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, as of the 6th day of June, 1995.


                                        INTERGRAPH CORPORATION



                                   By:/s/ John W. Wilhoite
                                      --------------------------------
                                        John W. Wilhoite
                                        Vice President and Controller


     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
as of June 6, 1995.


       Signature                         Title                      Date
- ------------------------     -------------------------------   --------------


/s/ James W. Meadlock*        Chief Executive Officer and       June 6, 1995
- ------------------------      Chairman of the Board
James W. Meadlock             (Principal Executive Officer) 

/s/ Larry J. Laster*          Executive Vice President, Chief   June 6, 1995
- ------------------------      Financial Officer and Director
Larry J. Laster               (Principal Financial Officer) 
  
/s/ Nancy B. Meadlock*        Executive Vice President and      June 6, 1995
- ------------------------      Director
Nancy B. Meadlock

/s/ James F. Taylor, Jr.*     Executive Vice President and      June 6, 1995
- ------------------------      Director
James F. Taylor, Jr.

/s/ Robert E. Thurber*        Executive Vice President and      June 6, 1995
- ------------------------      Director
Robert E. Thurber

/s/ Roland E. Brown*          Director                          June 6, 1995
- ------------------------
Roland E. Brown
  
/s/ Keith H. Schonrock, Jr.*  Director                          June 6, 1995
- ------------------------
Keith H. Schonrock, Jr.
  
/s/ John W. Wilhoite          Vice President and Controller     June 6, 1995
- ------------------------      (Principal Accounting Officer)
John W. Wilhoite





*By:/s/ John W. Wilhoite
     --------------------
     John W. Wilhoite
     Attorney-in-Fact



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