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 1997 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 5,000,000 $6.50 $32,500,000 $9,035
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
Item 1. Plan Information.
This Registration Statement relates to the registration of 5,000,000
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 employees of Intergraph Corporation (the "Company") under the
Intergraph Corporation 1997 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).
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, 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 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 such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The legality of the Common Stock issuable upon the exercise
of options granted under the Plan has been passed upon for the
Company by the law firm of Lanier Ford Shaver & Payne, P.C., 200
West Court Square, Suite 5000, Huntsville, Alabama 35801. John
R. Wynn, a member-stockholder of Lanier Ford Shaver & Payne,
P.C., is Secretary of the Company. 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 full
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 violation of 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.
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 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(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 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 any statute,
provision of the Certificate of Incorporation, bylaw, agreement,
board or shareholder resolution, or otherwise. The
indemnification or advancement of expenses provided by Article IX
will continue as to a person who ceased 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 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,
suit or proceeding (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 interest 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 (including attorney's fees) 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 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 if it shall ultimately be determined that such
person is not 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
IX(e) of the Company's Certificate of Incorporation and Article Nine of the
Company's Bylaws 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 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.
The Plan provides that in addition to such other rights of
indemnification as they may have as directors or as members of the committee
administering the Plan, the members of the Stock Option Plan Committee shall
be indemnified by the Company against the reasonable expenses, including
attorney's fees, actually and necessarily incurred in connection with the
defense of any action, suit, or proceeding, or in connection with any
appeal therein to which they or any of them may be a party by reason of any
action taken or failure to act under, or in connection, with the Plan or
options granted thereunder, and against all amounts paid by them in
settlement thereof (provided such settlement is approved by independent
legal counsel selected by the Company) or paid by them in satisfaction of a
judgment in any action, suit, or proceeding, except in relation to matters
as to which it shall be adjudged in such action, suit, or proceeding, that
such committee member is liable for negligence or misconduct in the
performance of his duties, provided that within sixty (60) days after
institution of any such action, suit, or proceeding, a committee member, in
writing offers the Company the opportunity at its own expense to handle and
defend the same.
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
99.1 Intergraph Corporation
1997 Stock Option Plan(1)
99.2 Amendment Number One to Intergraph
Corporation 1997 Stock Option Plan
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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, 1996, 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
- --------------------------- Chairman of the Board
James W. Meadlock (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
99.1 Intergraph Corporation 1997 Stock
Option Plan(1)
99.2 Amendment Number One to the Intergraph
Corporation 1997 Stock Option Plan
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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, 1996, under the
Securities Exchange Act of 1934, File No. 0-9722.
EXHIBIT 5 and 23.1
OPINION OF LEGAL COUNSEL RE: LEGALITY
LANIER FORD SHAVER & PAYNE, P.C.
P.O. Box 2087
Huntsville, Alabama 35804
(256)535-1100
May 24, 1999
Intergraph Corporation
One Madison Industrial Park
Huntsville, Alabama 35894-0001
Gentlemen and Ladies:
As counsel for Intergraph Corporation (herein called the
"Corporation"), we are familiar with 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, and the proceedings by which shares of the Corporation's
$.10 par value common stock were authorized and reserved for
issuance under the Intergraph Corporation 1997 Stock Option Plan
(herein called the "Plan") pursuant to exercises of options
granted under the Plan.
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
5,000,000 shares of common stock of the par value of $.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 $.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,
LANIER FORD SHAVER & PAYNE P.C.
By: /s/ Elizabeth W. Abel
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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 1997 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
EXHIBIT 99.2
AMENDMENT ONE
TO THE
INTERGRAPH CORPORATION
1997 STOCK OPTION PLAN
Pursuant to Section 8 of the Intergraph Corporation 1997
Stock Option Plan (the "Plan"), Intergraph Corporation (the
"Company"), hereby amends the Plan as follows:
Effective upon approval by the shareholders of the
Company, the second sentence of Section 4 of the Plan
is amended to increase by 2,000,000 shares the
aggregate number of shares which may be issued pursuant
to option exercises under the Plan, to 5,000,000 shares
of Capital Stock.
Except as amended above, the Plan shall remain in full force
and effect according to its terms and provisions.
Done this the 11th day of January, 1999.
INTERGRAPH CORPORATION
By: /s/ Stephen J. Phillips
-----------------------
Stephen J. Phillips
Its Executive Vice President
