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As Filed With the Securities and Exchange Commission
on May 26, 1995
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)
1995 INTERGRAPH CORPORATION EMPLOYEE STOCK PURCHASE 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)
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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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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, 3,200,000 shares $ 12.5625 $ 40,200,000 $ 13,862.07
$.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 $12.5625 per share, the average of the bid and asked price of
a share of common stock on May 19, 1995, as reported on the NASDAQ Stock
Market.
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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 3,200,000 shares
of $.10 par value common stock ("Common Stock") of Intergraph Corporation (the
"Company"), to be sold to employees of the Company pursuant to the 1995
Intergraph Corporation Employee Stock Purchase 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 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, 1994.
(2) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1995.
(3) The description of the Company's common stock contained in the
Company's Form 8-A Registration Statement filed with the Commission
on May 1, 1981, as amended by a Form 8 filed on July 23, 1986.
(4) The Company's Current Report on Form 8-K filed August 25, 1993.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and
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 pursuant to the Plan 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.
The consolidated financial statements of Intergraph Corporation,
incorporated by reference in the Company's Annual Report (Form 10-K) for the
year ended December 31, 1994, have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon included therein and
incorporated herein by reference. Such consolidated financial statements are,
and audited financial statements to be included in subsequently filed documents
will be, incorporated herein in reliance upon the reports of Ernst & Young LLP
pertaining to such financial statements (to the extent covered by consents
filed with the Securities and Exchange Commission) given upon the authority of
such firm as experts in accounting and auditing.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Certificate of Incorporation of the Company permits indemnification of
directors and officers to the full extent permitted by the Delaware General
Corporation Law.
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 a breach of his or her fiduciary duty, other than: (a) a breach 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
prior to adoption of the foregoing provisions of the Certificate of
Incorporation are not covered by the provision.
The Certificate of Incorporation of the Company also authorizes the Company
to indemnify an officer, director, employee, or agent of the Company (in each
case, an "Indemnified Party") for any expense, liability, or loss incurred in
connection with any action, suit, or proceeding to which an Indemnified Party
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 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. The Certificate of
Incorporation 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 advances 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 the Certificate of
Incorporation 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 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 standards of conduct. The
determination must be made by a majority vote of the directors who are not
parties to such action, suit or proceeding, even though less than a quorum, or
if there are no such directors, or if such directors so direct, 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.
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. The Company's Bylaws and Section 145
further provide 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.
The Delaware Chancery Court is vested with exclusive jurisdiction to hear
and determine actions for indemnification, and may summarily determine the
Company's obligation to advance expenses (including attorneys' fees).
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
EXHIBIT NUMBER DESCRIPTION
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4(a) The description of the Company's Common Stock is
incorporated by reference to the Form 8-A
Registration Statement filed by the Company on
May 1, 1981, as amended by the Form 8 filed by
the Company on July 23, 1986.
4(b) The Company's Shareholders' Rights Plan is
incorporated by reference to the Current Report
on Form 8-K filed by the Company on August 25,
1993.
5 Opinion and consent of Lanier Ford Shaver & Payne
P.C.
23(a) Consent of Ernst & Young LLP
23(b) Consent of Lanier Ford Shaver & Payne P.C.
(included in Exhibit 5)
99 The 1995 Intergraph Corporation Employee Stock
Purchase Plan, incorporated by reference to
Exhibit A to the Company's
Proxy Statement dated May 18, 1995.
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.
(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.
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 26th day
of May, 1995.
INTERGRAPH CORPORATION
By /s/ 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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/s/ James W. Meadlock Chief Executive Officer and May 26, 1995
- ----------------------- Chairman of the Board -------------
James W. Meadlock
Director
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Roland E. Brown
/s/ Larry J. Laster Executive Vice President, Chief May 26, 1995
- ----------------------- Financial Officer and Director -------------
Larry J. Laster
Executive Vice President and
- ----------------------- Director -------------
Nancy B. Meadlock
Director
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Keith H. Schonrock, Jr.
/s/ James F. Taylor, Jr. Executive Vice President and May 26, 1995
- ----------------------- Director -------------
James F. Taylor, Jr.
/s/ Robert E. Thurber Executive Vice President and May 26, 1995
- ----------------------- Director -------------
Robert E. Thurber
Vice President and Controller
- ----------------------- (Principal Accounting Officer) -------------
John W. Wilhoite
EXHIBIT INDEX
EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION NUMBERED PAGE
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4(a) The description of the Company's Common Stock is
incorporated by reference to the Form 8-A Registration
Statement filed by the Company on May 1, 1981, as
amended by the Form 8 filed by the Company on July 23,
1986.
4(b) The Company's Shareholders' Rights Plan is incorporated
by reference to the Current Report on Form 8-K filed
by the Company on August 25, 1993.
5 Opinion and consent of Lanier Ford Shaver & Payne P.C.
23(a) Consent of Ernst & Young LLP
23(b) Consent of Lanier Ford Shaver & Payne P.C.
(included in Exhibit 5)
99 The 1995 Intergraph Corporation Employee Stock Purchase
Plan, incorporated by reference to Exhibit A to the Company's
Proxy Statement dated May 18, 1995.
Exhibits 5 and 23(b)
May 22, 1995
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
1995 Intergraph Corporation Employee Stock Purchase 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 3,200,000 shares of common stock of the par
value of ten cents ($.10) per share of the Corporation that
may be issued and sold from time to time under 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
JRW/sb
EXHIBIT 23(a)
Consent of Ernst & Young LLP, Independent Auditors
We consent to the reference to our firm under the caption
"Interests of Named Experts and Counsel" in the Registration
Statement (Form S-8) pertaining to the 1995 Intergraph
Corporation Employee Stock Purchase Plan and to the
incorporation by reference therein of our report dated
January 31, 1995, with respect to the consolidated financial
statements and schedule of Intergraph Corporation included
or incorporated by reference in its Annual Report (Form 10-K)
for the year ended December 31, 1994, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
Birmingham, Alabama
May 25, 1995
