UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): December 22, 2000
INTERGRAPH CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction
of Incorporation)
0-9722 63-0573222
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(Commission File Number) (I.R.S. Employer Identification No.)
Intergraph Corporation
Huntsville, Alabama 35894-0001
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(Address of Principal Executive Offices) (Zip Code)
(256) 730-2000
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(Telephone Number)
INTERGRAPH CORPORATION
FORM 8-K
December 22, 2000
Item 5: Other Events.
On December 22, 2000 a "Notice to Participants of Stock Bonus Plan
Termination", attached hereto as Exhibit 99, will be distributed to the
participants of the Intergraph Stock Bonus Plan, advising the
participants of the following information:
On December 5, 2000, the Board of Directors of Intergraph Corporation
resolved to terminate Intergraph's Stock Bonus Plan (the "Plan")
effective for the plan year ending December 31, 2000, and to amend
Intergraph's 401(k) Plan to permit Intergraph to make discretionary
profit sharing contributions to the 401(k) Plan.
As part of the termination process Intergraph will apply to the
Internal Revenue Service for a determination that the Plan will
maintain its qualified status at termination. Upon the receipt of a
favorable response from the IRS, each Plan participant will be entitled
to receive a lump sum distribution of their account balance (subject to
income tax liability and withholdings), or to perform a tax-free
rollover of their account balance to an IRA or other qualified plan.
At December 5, 2000 there were 9,745 Plan participants with account
balances in the Plan, and approximately 5,062,000 shares of Intergraph
common stock had been allocated to the accounts of the Plan's
participants. Intergraph believes that shares to be distributed from
the Plan will be exempt from the registration requirements of the
Securities Act of 1933, and may be subsequently transferred by the Plan
participants without registration. However, Intergraph will request a
"no action letter" from the Securities and Exchange Commission to
confirm the availability of such an exemption.
Item 7: Exhibits.
99 Notice To Participants Of Stock Bonus Plan Termination
Forward Looking Statements
Any statement contained in this current report which is not a
historical fact, or which might otherwise be considered an opinion or
projection concerning Intergraph Corporation, whether express or
implied, is meant as and should be considered a forward looking
statement as that term is defined in the Private Securities
Litigation Reform Act of 1996. Forward looking statements are based on
assumptions and opinions concerning a variety of known and unknown
risks, including but not necessarily limited to fluctuations in
customer demand, acceptance of new products, changes in
technology, product introductions by competitors, and general
economic conditions, as well as other risks more completely
described in the Company's filings with the Securities and Exchange
Commission, including its most recent Annual Report on Form 10-K and
its Form 10-Q filings for the quarters ended March 31, June 30, and
September 30, 2000. If any of these assumptions or opinions prove
incorrect, any forward looking statements made on the basis of such
assumptions or opinions may also prove materially incorrect in one or
more respects.
INTERGRAPH CORPORATION SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
INTERGRAPH CORPORATION
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(Registrant)
By: /s/ David Vance Lucas
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David Vance Lucas
Vice President and
General Counsel
Date: December 22, 2000
