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 (IRS Employer Identification No.)
incorporation or organization)
Intergraph Corporation, Huntsville, Alabama 35894-0001
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(Address of principal executive offices, including Zip Code)
2000 Intergraph Corporation Employee Stock Purchase 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 3,000,000 $6.875 $20,625,000 $5,445
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 $6.875 per share, the average of the high and low price
of a share of common stock on June 22, 2000, as reported on the Nasdaq
Stock Market.
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
This Registration Statement relates to the registration of 3,000,000
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
2000 Intergraph Corporation Employee Stock Purchase Plan (the "Plan").
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 employees 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 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
Item 3. Incorporation of Documents by Reference.
The following documents previously filed by the Company with the
Commission are hereby incorporated by reference as of their respective
dates and made a part hereof:
1) The Company's Annual Report on Form 10-K, as amended, for the year
ended December 31, 1999; and the Company's Quarterly Report on Form 10-Q
for the quarter ended March 31, 2000.
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.
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 to this Registration
Statement which indicates that all securities offered hereby 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
respective dates of filing 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 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 Side 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
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 it turns out
that 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 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 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 indem-
nification 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
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 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 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 2000 Intergraph Corporation Employee Stock Purchase
Plan (1)
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(1) Incorporated by reference to exhibit filed with the Company's Proxy
Statement for the May 18, 2000 Annual Meeting of Shareholders, 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
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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 27th day of June, 2000.
INTERGRAPH CORPORATION
By: /s/ James F. Taylor, Jr.
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James F. Taylor, Jr.
Chief Executive Officer
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
/s/ James F. Taylor, Jr. Chief Executive Officer June 27, 2000
------------------------- (Principal Executive Officer)
James F. Taylor, Jr.
/s/ James W. Meadlock Chairman of the Board June 27, 2000
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James W. Meadlock
/s/ Robert E. Thurber Executive Vice President and June 27, 2000
------------------------- Director
Robert E. Thurber
Director June 27, 2000
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Larry J. Laster
/s/ Thomas J. Lee Director June 27, 2000
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Thomas J. Lee
Director June 27, 2000
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Sidney L. McDonald
/s/ Lawrence R. Greenwood Director June 27, 2000
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Lawrence R. Greenwood
Director June 27, 2000
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Joseph C. Moquin
/s/ John W. Wilhoite Executive Vice President June 27, 2000
------------------------- and Chief Financial Officer
John W. Wilhoite (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 2000 Intergraph Corporation Employee Stock Purchase
Plan (1)
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(1) Incorporated by reference to exhibit filed with the Company's Proxy
Statement for the May 18, 2000 Annual Meeting of Shareholders, under the
Securities Exchange Act of 1934, File No. 0-9722.
