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 issuer as specified in its charter)
Delaware 63-0573222
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(State or other jurisdiction of (IRS Employer Identification
incorporation or organization) No.)
Intergraph Corporation, Huntsville, Alabama 35894-0001
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(Address of principal executive offices, including Zip Code)
Intergraph Corporation Nonemployee Director Stock Option Plan
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(Full Title of the Plan)
John W. Wilhoite
Intergraph Corporation
Huntsville, Alabama 35894-0001
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(Name and Address of Agent for Service)
(256)730-2000
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(Telephone Number, including area code, of agent for service)
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The Registrant requests that the Registration Statement become
effective immediately upon filing pursuant to Securities Act Rule
462.
CALCULATION OF REGISTRATION FEE
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Title of Proposed
Securities Amount to Maximum Proposed Maximum Amount of
to be be Offering Price Aggregate Registration
Registered Registered Per Share (1) Offering Price(1) Fee
- ---------- ---------- -------------- ----------------- -------------
Common 250,000 $6.50 $1,625,000 $451.75
Stock $.10 shares
par value
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(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 $6.50 per share, the average of the high
and low price of a share of common stock on May 18, 1999, as reported
on the Nasdaq National Market.
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
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Item 1. Plan Information.
This Registration Statement relates to the registration of 250,000
shares of $.10 par value common stock of Intergraph Corporation (the
"Common Stock") to be sold pursuant to the exercise of stock options
granted to nonemployee Directors of Intergraph Corporation under the
Intergraph Corporation Nonemployee Director Stock Option Plan (the "Plan").
The purpose of the Plan is to secure for Intergraph Corporation (the
"Company") and its shareholders the benefits of the long-term incentives
inherent in increased common stock ownership by the members of the Board of
Directors (the "Board") of the Company who are not employees of the Company
or its Affiliates.
Item 2. Registrant Information and Employee Plan Annual Information
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 nonemployee directors as specified by Commission
Rule 428(b). Such information, together with the documents incorporated by
reference herein pursuant to Item 3 of Part II below, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Act. In accordance with the rules and regulations of the Securities and
Exchange Commission (the "Commission") and the instructions to Form S-8,
the Company is not filing such documents with the Commission either as part
of the Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Item 3. Incorporation of Documents by Reference.
The following documents previously filed with the Commission by the
Company are incorporated herein by reference and made a part hereof:
1) The Company's Annual Report on Form 10-K for the year ended December
31, 1998; the Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1999.
2) 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 Form 8 filed with the Commission on July 23, 1986.
3) The Company's Current Report on Form 8-K dated April 1, 1999, filed
with the Commission on April 9, 1999.
All documents the Company files pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended, subsequent to the date hereof and prior to the filing of
a post-effective amendment to this Registration Statement which
indicates that all securities offered hereby have been sold or
which deregisters all securities remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part
hereof from the respective dates of filing of such documents.
Any statement contained herein, or in a document all or a
portion of which is incorporated or deemed to be incorporated by
reference herein, shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The legality of the Common Stock issued 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
members of Lanier Ford Shaver & Payne, P.C., beneficially own
less than 500 shares of the Company's Common Stock. The fair
market value of such shares does not exceed $50,000.
Item 6. Indemnification of Directors and Officers.
Article IX of the Certificate of Incorporation of the
Company permits indemnification of directors and officers to the
fullest extent permitted by the Delaware General Corporation Law.
Article IX(a) of the Certificate of Incorporation of the
Company eliminates a director's personal liability 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(b) of the Certificate of Incorporation of the Company also
authorizes the Company to indemnify an officer, director, employee, or
agent of the Company for all expenses, liability, and losses incurred 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(b) 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 indemnification
is ultimately deemed unavailable. 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 corporation or
other enterprise, against expenses (including attorneys' 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, he had no
reasonable cause to believe his conduct was unlawful. The Company also has
the power under Section 145 to indemnify the persons identified 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 corporation 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 interest 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 under the
circumstances because he has met the applicable 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 Nine 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
Nine 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.
The Company has entered into Indemnification Agreements with each of
its directors to give such directors additional contractual assurances
regarding the scope of the indemnification set forth in the Company's
Certificate of Incorporation and to provide additional procedural
protections. At present, there is no pending litigation or proceeding
involving a director, officer or employee of the Company regarding which
indemnification is sought, nor is the Company aware of any threatened
litigation that may result in claims for indemnification.
The Company may maintain insurance, at its expense, to protect itself
and any director, officer, employee or agent of the Company against any
loss, whether or not the Company would have the obligation to provide
indemnification under Delaware law, as the Board of Directors may from time
to time determine.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No. Description
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5 Opinion and Consent of Lanier Ford
Shaver & Payne, P.C.
23.1 Consent of Lanier Ford Shaver &
Payne, P.C. (included in Exhibit 5)
23.2 Consent of Ernst & Young, LLP
99 Intergraph Corporation Nonemployee
Director Stock Option Plan (1)
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(1) Incorporated by reference to exhibit filed with the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1997, 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 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 the initial bona fide offering thereof.
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 24th day of May, 1999.
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 Act of 1933, this
Registration Statement has been signed 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 24, 1999
James W. Meadlock Chairman of the Board
(Principal Executive Officer)
- ---------------------------- Director May 24, 1999
Larry J. Laster
- ---------------------------- Director May 24, 1999
Thomas J. Lee
- ---------------------------- Director May 24, 1999
Sidney L. McDonald
/s/ Keith H. Schonrock, Jr.
- ---------------------------- Director May 24, 1999
Keith H. Schonrock, Jr.
/s/ James F. Taylor, Jr.
- ---------------------------- Executive Vice President May 24, 1999
James F. Taylor, Jr. and Director of Intergraph
Corporation, and Chief
Executive Officer of
Intergraph Public Safety,
Inc.
/s/ Robert E. Thurber
- ---------------------------- Executive Vice President May 24, 1999
Robert E. Thurber and Director
/s/ John W. Wilhoite
- ---------------------------- Executive Vice President and May 24, 1999
John W. Wilhoite Chief Financial Officer
(Principal Financial and
Accounting Officer)
EXHIBIT INDEX
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Exhibit No. Description
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5 Opinion & Consent of Lanier Ford
Shaver & Payne, P.C.
23.1 Consent of Lanier Ford Shaver &
Payne, P.C. (included in Exhibit 5)
23.2 Consent of Ernst & Young, LLP
99 Intergraph Corporation Nonemployee
Director 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, 1997, under the
Securities Exchange Act of 1934, File No. 0-9722.
EXHIBIT 5 and 23.1
[Letterhead of Lanier Ford Shaver and Payne, P.C]
May 24, 1999
Board of Directors
Intergraph Corporation
One Madison Industrial Park
Huntsville, Alabama 35894-0001
Ladies and Gentlemen:
As counsel for Intergraph Corporation, a Delaware corporation
(the "Company"), 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 Company's Nonemployee
Director Stock Option Plan (herein called the "Plan") was
authorized and adopted by the Board of Directors of the Company,
and the proceedings by which the Plan was authorized and approved
by the stockholders of the Company.
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 the 250,000
shares of common stock of the par value of ten cents ($.10) each
of the Company 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 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 Company 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,
LANIER FORD SHAVER & PAYNE, P.C.
By: /s/ Elizabeth W. Abel
------------------------------
Elizabeth W. Abel
Member-Shareholder
Exhibit 23.2
Consent of Independent Auditors
We consent to the incorporation by reference in the
Registration Statement (Form S-8) pertaining to
the Intergraph Corporation Nonemployee Director Stock Option
Plan of our report dated February 1, 1999, with respect to
the consolidated financial statements of Intergraph
Corporation incorporated by reference in its Annual Report
(Form 10-K) for the year ended December 31, 1998 and the
related financial statement schedule included therein, filed
with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Birmingham, Alabama
May 24, 1999
