<PAGE>
Electronically filed with the Securities and Exchange Commission on July 20,
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.
EMPLOYEE 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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<CAPTION>
CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------
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 4,000,000 shares $14.75 $59,000,000 $20,345
$.01 Per Share
- ----------------------------------------------------------------------------------
</TABLE>
(1) Represents the number of shares of the Registrant's Common Stock, $.01
par value per share ("Common Stock"), subject to the Information
Resources, Inc. Employee Nonqualified Stock Option Plan (the "Plan")
which were not previously registered on an earlier registration
statement. In addition to the 4,000,000 shares being registered hereby,
3,000,000 shares of the Registrant's Common Stock have been previously
registered on registration statement No. 33-52721, which is
incorporated in its 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 of 1933 (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 July 13, 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, 1993;
(b) the Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1994;
(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.
Incorporated by reference from S-8 Registration Statement No. 33-52721.
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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.
Incorporated by reference from S-8 Registration Statement No. 33-52721.
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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 April 28,
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 April 28, 1994.
SIGNATURE TITLE
/s/ Gian M. Fulgoni Director, Chairman of the
- ------------------- Board and Office of the
Gian M. Fulgoni Chief Executive (principal
executive officer)
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SIGNATURE TITLE
/s/ James G. Andress Director, President, Office of the
- ----------------------------- Chief Executive and Chief Operating
James G. Andress Officer
/s/ Gerald J. Eskin Director and Vice Chairman
- -----------------------------
Gerald J. Eskin, Ph.D.
/s/ Thomas M. Walker Director, Executive Vice President
- ----------------------------- and Chief Financial and
Thomas M. Walker Administrative Officer (principal
financial and accounting
officer)
/s/ Jeffrey P. Stamen Director, Vice President and
- ----------------------------- President, IRI Software
Jeffrey P. Stamen
/s/ Edwin E. Epstein Director
- -----------------------------
Edwin E. Epstein
/s/ John D.C. Little Director
- -----------------------------
John D.C. Little, Ph.D.
/s/ Leonard M. Lodish Director
- -----------------------------
Leonard M. Lodish, Ph.D.
/s/ Edward E. Lucente Director
- -----------------------------
Edward E. Lucente
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SIGNATURE TITLE
/s/ Edith W. Martin Director
- -----------------------------
Edith W. Martin, Ph.D.
- ---------------------------- Director
George G. Montgomery, Jr.
- ----------------------------- Director
Glen L. Urban, Ph.D.
/s/ Thomas W. Wilson, Jr. Director
- -----------------------------
Thomas W. Wilson, Jr.
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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 Agents (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) .................................... --
24 Power of Attorney (included on signature
page) ................................. --
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- -----------------------------------
* IBRF: incorporated by reference
EF: electronically filed
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Exhibit 5
Law Offices Of
FREEBORN & PETERS
Suite 3000
311 South Wacker Drive
Chicago, Illinois 60606-6677
(312) 360-6000
July 20, 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 an additional 4,000,000 shares
of its Common Stock in connection with the Company's Employee Nonqualified Stock
Option Plan and an additional 500,000 shares of its Common Stock in connection
with the Company's 1992 Executive Stock Option Plan (the "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 Board of Directors and
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 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.
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Information Resources, Inc.
July 20, 1994
Page 2
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 Plans
and, when delivered by authorized officers of the Company pursuant to the 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 10, 1994, accompanying the
consolidated financial statements and schedules of Information Resources, Inc.
and Subsidiaries appearing in the Annual Report on Form 10-K for the year-ended
December 31, 1993 which is incorporated by reference in this Registration
Statement on Form S-8. We consent to the incorporation by reference in the
Registration Statement of the aforementioned reports.
Grant Thornton
Chicago, Illinois
July 20, 1994
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