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ELECTRONICALLY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON MARCH 17, 1994
REGISTRATION NO. 33-________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INFORMATION RESOURCES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 36-2947987
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
150 NORTH CLINTON STREET
CHICAGO, ILLINOIS 60661
(Address of principal executive offices) (Zip Code)
INFORMATION RESOURCES, INC.
NONQUALIFIED STOCK OPTION PLAN
(Full title of the plan)
EDWARD S. BERGER, GENERAL COUNSEL
INFORMATION RESOURCES, INC.
150 NORTH CLINTON STREET
CHICAGO, ILLINOIS 60661
(Name and address of agent for service)
(312) 726-1221
(Telephone number, including area code, of agent for service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALES PURSUANT TO THE PLAN: Sales
are expected to occur from time to time after the effective date of the
Registration Statement.
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CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE OFFERING REGISTRATION
REGISTERED REGISTERED (1) PER SHARE (2) PRICE (2) FEE
<S> <C> <C> <C> <C>
- --------------------------------------------------------------------------------
Common Stock,
Par Value 925,000 shares $20.25 $18,731,250 $6,462.28
$.01 Per Share
- --------------------------------------------------------------------------------
</TABLE>
(1) Represents the number of shares of the Registrants Common Stock, $.01
par value per share ("Common Stock"), subject to the Information
Resources, Inc. Nonqualified Stock Option Plan which were not
previously registered on an earlier registration statement on Form
S-8. In addition to the 925,000 shares of Common Stock being
registered pursuant to this Registration Statement, the offering
contemplated hereby relates to 7,575,000 shares of Common Stock
previously registered on the Registrant's registration statement
No. 2-94571, No. 33-1722, No. 33-8530, No. 33-15611 and No. 33-26108,
which are incorporated in their entirety by reference in this
Registration Statement along with any prospectus included therein.
Such previously registered shares of Common Stock have been adjusted
to reflect all stock splits of the Registrant's Common Stock to date.
Pursuant to Rule 416 under the Securities Act, the number of shares of
the Registrant's Common Stock registered hereunder will be adjusted in
the event of a stock split, stock dividend, or similar transaction.
(2) Estimated solely for the purpose of calculating the registration fee,
pursuant to Rule 457(c) of the Securities Act, based upon the average
of the bid and asked price of the Registrant's Common Stock on the
NASDAQ National Market System on March 14, 1994.
ii
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Information Resources, Inc. (the "Company" or "Registrant") is subject to
the informational requirements of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and, in accordance therewith, files reports and
other information with the Securities and Exchange Commission (the
"Commission"). The following documents, which have been filed by the Company
with the Commission, are incorporated herein by reference and made a part
hereof:
(a) the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1992;
(b) the Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1993, June 30, 1993 and September 30, 1993;
(c) the description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A dated December 22, 1983;
and
(d) the description of the Company's stock purchase rights contained in
the Company's Registration Statement on Form 8-A dated March 15, 1989.
All reports and other documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent to the date of this
Registration Statement and prior to the filing of a post effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such reports or documents, as the case may be.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article Eleven of the Company's Certificate of Incorporation ("Article
Eleven") eliminates the personal liability of the Company's directors to the
Company or its
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stockholders for monetary damages for breach of fiduciary duty, except as
described below. Article Eleven is consistent with (i) Section 102(b)(7) of the
Delaware General Corporation Law enacted by the Delaware legislature in 1986
which is designed, among other things, to encourage qualified individuals to
serve as directors of Delaware corporations by permitting Delaware corporations
to limit or eliminate directors' liability for monetary damages for breach of
the duty of care and (ii) other existing provisions of the Delaware General
Corporation Law permitting indemnification of certain persons, including
officers and directors. The limitation in Article Eleven has no effect on claims
arising under the federal securities laws.
Article Eleven will protect the directors of the Company against monetary
damages for breaches of their fiduciary duty of care, except as set forth below.
Under the Delaware General Corporation Law, absent Article Eleven, directors
could generally be held liable for gross negligence. Article Eleven eliminates
director liability for negligence in the performance of their duties, including
gross negligence. In a context not involving a decision by the directors (i.e.,
a suit alleging loss to the Company due to the directors inattention to a
particular matter), a simple negligence standard might apply. Directors remain
liable for breaches of their duty of loyalty to the Company and its
stockholders, as well as acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law and transactions from which
a director derives an improper personal benefit. Article Eleven does not
eliminate director liability under Section 174 of the Delaware General
Corporation Law, which makes directors personally liable for unlawful stock
repurchases or redemptions and expressly sets forth a negligence standard with
respect to such liability.
While Article Eleven protects the directors from awards for monetary
damages for breaches of their duty of care, it does not eliminate their duty of
care. Accordingly, Article Eleven will have no effect on the ability of
stockholders to obtain injunctive or other equitable relief for any violation of
that duty. In some cases, however, those equitable remedies may as a practical
matter be unavailable or inadequate. For example, stockholders may not be aware
of a proposed transaction or other action until it is too late to prevent its
completion and may thus not have an effective remedy. In addition, the
provisions could have the effect of reducing the likelihood of derivative
litigation against directors of the Company and may discourage or deter
management or stockholders from suing directors and officers of the Company for
breach of their duty even though such action, if successful, might have
benefitted the Company and its stockholders. The provisions of Article Eleven
which eliminate liability as described above will apply to officers of the
Company only if they are directors of the Company and are acting in their
capacity as directors, and will not apply to officers of the Company who are not
directors.
Under Section 145 of the Delaware General Corporation Law and as described
in Article IX of the Company's By-laws, directors and officers, as well as other
employees and individuals, may be indemnified against expenses (including
attorneys' fees), judgments, fines, amounts paid in settlement in connection
with specified actions, suits, or proceedings, whether civil, criminal,
administrative, or investigative (other than an action by or in the
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right of the corporation-a "derivative action") if they acted in good faith and
in a manner they reasonably believed to be in or not opposed to the best
interests of the Company, and, with respect to criminal actions or proceedings,
had no reasonable cause to believe their conduct was unlawful. A similar
standard of care is applicable in the case of derivative actions, except that
indemnification only extends to expenses (including attorneys' fees) incurred in
connection with the defense or settlement of such an action, and the Delaware
General Corporation Law requires court approval before there can be any
indemnification where the person seeking indemnification has been found liable
to the Company. The Delaware General Corporation Law also permits Delaware
corporations to maintain insurance at its expense, to protect itself and any of
its directors, officers, employees, or agents against any expenses, liability,
or loss, whether or not the Company would have the power to indemnify such a
person against such expense, liability, or loss under the Delaware General
Corporation Law. The Company maintains insurance policies under which officers,
directors, and others may be indemnified against such claims, including claims
arising under the Securities Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
See "Index to Exhibits" on Page E-1 hereto immediately following the
signature page.
ITEM 9. UNDERTAKINGS.
1. The Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include in any prospectus required by Section 10(a)(3)
of the Securities Act;
(ii) To reflect in the prospectus any facts or event arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in this Registration
Statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement;
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Provided, however, that paragraphs 1 (a)(i) and 1 (a)(ii) above
do not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement.
(b) That, for the purpose of determining any liability under the
Securities Act, 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.
(c) 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.
2. The Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this 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.
3. Insofar as indemnification for liabilities arising under the
Securities Act 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
Commission such indemnification is against public policy as expressed in
the Securities 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 Securities Act and will be governed by
the final adjudication of such issue.
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SIGNATURES
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 Form S-8
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Chicago and State of Illinois, on March 14,
1994.
INFORMATION RESOURCES, INC.
By: /s/ Gian M. Fulgoni
-------------------------------
Gian M. Fulgoni, Chairman
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears
below constitutes and appoints Gian M. Fulgoni, James G. Andress and Edward S.
Berger, and each of them singly, his or her true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him or her
and in his or her name, place and stead, in any and all capacities (including
his or her capacity as an officer and/or director of Information Resources,
Inc.), to sign any and all amendments (including post-effective amendments) to
this Registration Statement on Form S-8, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
on March 14, 1994.
SIGNATURE TITLE
Director, Chairman of the
/s/ Gian M. Fulgoni Board and Office of the
- ------------------------------ Chief Executive (principal
Gian M. Fulgoni executive officer)
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SIGNATURE TITLE
/s/ James G. Andress Director, Office of the
- ------------------------------ Chief Executive and
James G. Andress Vice Chairman
/s/ Gerald J. Eskin Director and Vice Chairman
- ------------------------------
Gerald J. Eskin
/s/ Magid Abraham Director, President and
- ------------------------------ Chief Operating Officer
Magid Abraham
/s/ Thomas M. Walker Chief Financial Officer
- ------------------------------ and Treasurer (principal
Thomas M. Walker financial and accounting
officer)
/s/ Edwin E. Epstein Director
- ------------------------------
Edwin E. Epstein
/s/ John D.C. Little Director
- ------------------------------
John D.C. Little
/s/ Leonard M. Lodish Director
- ------------------------------
Leonard M. Lodish
/s/ Edward E. Lucente Director
- ------------------------------
Edward E. Lucente
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SIGNATURE TITLE
/s/ Edith W. Martin Director
- ------------------------------
Edith W. Martin
/s/ George G. Montgomery, Jr. Director
- ------------------------------
George G. Montgomery, Jr.
/s/ Glen L. Urban Director
- ------------------------------
Glen L. Urban
/s/ Thomas W. Wilson, Jr. Director
- ------------------------------
Thomas W. Wilson, Jr.
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<TABLE>
<CAPTION>
INDEX TO EXHIBITS
EXHIBIT EXHIBIT SEQUENTIAL
NUMBER ------- DOCUMENT FILING
- ------ ---------------
<S> <C> <C>
4(a) Certificate of Incorporation of the
Company, as amended (Incorporated by
reference to Exhibit 3(a) of the
Company's Annual Report on Form 10-K
for the year ended December 31, 1988 and
Exhibits 3(c) and (e) of the Company's
Annual Report on Form 10-K for the year
ended December 31, 1989) .................. IBRF
4(b) By-Laws of the Company, as amended
(Incorporated by reference to Exhibit 3(b)
of the Company's Annual Report on Form
10-K for the year ended December 31,
1988 and Exhibit 3(d) of the Company's
Annual Report on Form 10-K for the year
ended December 31, 1989) .................. IBRF
4(c) Form of Rights Agreement, between the
Company and Harris Trust and Savings
Bank, as Rights Agent (Incorporated by
reference to Exhibit 4.1 to the Company's
8-A Registration Statement filed with the
Commission on March 15, 1989) ............. IBRF
5 Opinion letter of Freeborn & Peters
regarding legality of shares (filed
herewith) ................................. EF
23(a) Consent of Grant Thornton, Independent
Certified Public Accountants (filed
herewith) ................................. EF
23(b) Consent of Freeborn & Peters (contained
in Opinion Letter filed herewith as Exhibit
5) ........................................ EF
24 Power of Attorney (included on signature
page) ..................................... EF
</TABLE>
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Exhibit 5
LAW OFFICES OF
FREEBORN & PETERS
SUITE 3000
311 SOUTH WACKER DRIVE
CHICAGO, ILLINOIS 60606-6677
(312) 360-6000
March 15, 1994
Information Resources, Inc.
150 North Clinton Street
Chicago, Illinois 60661
Gentlemen:
We have acted as counsel to Information Resources, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing of
the Registration Statements on Form S-8 (the "Registration Statements")
pertaining to the registration by the Company of up to three million shares of
its Common Stock in connection with the Company's Employee Nonqualified Stock
Option Plan (the "Plan") and an additional 925,000 shares of its Common Stock in
connection with the Company's Nonqualified Stock Option Plan (the "Former
Plan"), which expired by its terms on January 1, 1994 (the Plan and the Former
Plan collectively referred to herein as the "Option Plans"). Terms not
otherwise defined herein shall have the same meaning ascribed to them in the
Registration Statements.
In that connection, we have examined the originals, or copies certified or
otherwise authenticated to our satisfaction, of such documents, corporate
records and other instruments as we have deemed necessary for the purposes of
this opinion, including the Company's Certificate of Incorporation and By-laws
in effect on the date hereof and the resolutions of the Executive Committee of
the Board of Directors of the Company relating to the proposed offerings.
For purposes of this opinion, we have assumed the authenticity of all
documents submitted to us as originals, the conformity to the originals of all
documents submitted to us as copies, and the authenticity of the originals of
all documents submitted to us as copies. We have also assumed the genuineness
of the signatures of persons signing all documents
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in connection with which this opinion is rendered, the authority of such persons
signing on behalf of the parties thereto other than the Company, and the due
authorization, execution and delivery of all documents by parties thereto other
than the Company.
Based on the foregoing, we are of the opinion that:
1. The Company is a corporation validly existing and in good standing
under the laws of the State of Delaware with corporate power and authority to
own its property and conduct its business as described in the Registration
Statements.
2. The shares of Common Stock being offered pursuant to the Registration
Statements have been duly and validly authorized for issuance under the Option
Plans and, when delivered by authorized officers of the Company pursuant to the
Option Plans against payment of the consideration set forth therein, such shares
will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statements.
We render no opinion as to the laws of any jurisdiction other than the
internal laws of the State of Illinois and United States of America and the
internal corporate law of the State of Delaware.
This opinion is furnished to you in connection with the filing of the
Registration Statements and is not to be used, circulated, quoted or otherwise
relied upon for any other purpose.
Very truly yours,
Freeborn & Peters
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Exhibit 23(a)
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our reports dated February 11, 1993, accompanying the
consolidated financial statements and schedules included in the Annual Report of
Information Resources, Inc. and Subsidiaries on Form 10-K for the year-ended
December 31, 1992 and incorporated by reference into this Registration Statement
on Form S-8. We consent to the incorporation by reference of said reports in
this Registration Statement.
Grant Thornton
Chicago, Illinois
March 15, 1994
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