<PAGE>
As electronically filed with the Securities and Exchange Commission on
September 16, 1994
Registration No. 33-72390
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
- --------------------------------------------------------------------------------
INFORMATION RESOURCES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 7392 36-2947987
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Classification Identification No.)
incorporation or Code No.)
organization)
150 NORTH CLINTON STREET
CHICAGO, ILLINOIS 60661
(312) 726-1221
(Address and telephone number of principal executive offices)
EDWARD S. BERGER
VICE PRESIDENT AND GENERAL COUNSEL
INFORMATION RESOURCES, INC.
150 NORTH CLINTON STREET
CHICAGO, ILLINOIS 60661
(312) 726-1221
(Name, address and telephone number of agent for service)
WITH COPIES TO:
ROBERT A. MCWILLIAMS, ESQ.
FREEBORN & PETERS
311 SOUTH WACKER DRIVE
SUITE 3000
CHICAGO, ILLINOIS 60606
(312) 360-6000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after the effectiveness of this Registration Statement.
----------------------------------------
If the securities being registered on the Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, please check the following box. [_]
<PAGE>
INFORMATION RESOURCES, INC.
---------------------------
CROSS REFERENCE SHEET PURSUANT
TO ITEM 501(B) OF REGULATION S-K
----------------------------------------
DATA IN REGISTRATION STATEMENT ON FORM S-4
<TABLE>
<CAPTION>
NAME PROSPECTUS LOCATION
---- -------------------
<S> <C>
A. INFORMATION ABOUT THE TRANSACTION
Item 1. Forepart of Registration Facing Page; Cover Page; Cross
Statement and Outside Front Cover Reference Sheet
Page of Prospectus
Item 2. Inside Front and Outside Inside Front cover; Table of Contents
Back Cover Pages of Prospectus
Item 3. Risk Factors, Ratio of The Company; Purpose of Issue;
Earnings to Fixed Charges and Selected Financial Data; Other
Other Information Information
Item 4. Terms of the Transaction *
Item 5. Pro Forma Financial *
Information
Item 6. Material Contacts with *
Company Being Acquired
Item 7. Additional Information *
Required for Reoffering by
Persons and Parties Deemed to be
Underwriters
Item 8. Interests of Named *
Experts and Counsel
Item 9. Disclosure of Commission *
Position on Indemnification for
Securities Act Liabilities
</TABLE>
* Omitted since answer to item is negative or not applicable.
i
<PAGE>
<TABLE>
<CAPTION>
NAME PROSPECTUS LOCATION
---- -------------------
<S> <C>
B. INFORMATION ABOUT THE REGISTRANT
Item 10. Information with Respect to Incorporation of Certain Documents by
S-3 Registrants Reference
Item 11. Incorporation of Certain Incorporation of Certain Documents by
Information by Reference Reference
Item 12. Information with Respect *
to S-2 or S-3 Registrants
Item 13. Incorporation of Certain *
Information by Reference
Item 14. Information with Respect *
to Registrants Other than S-3 or
S-2 Registrants
C. INFORMATION ABOUT THE COMPANY
BEING ACQUIRED
Item 15. Information with Respect *
to S-3 Companies
Item 16. Information with Respect *
to S-2 or S-3 Companies
Item 17. Information with Respect *
to Companies other than S-3 or
S-2 Companies
D. VOTING AND MANAGEMENT INFORMATION
Item 18. Information if Proxies, *
Consents or Authorizations are to
be Solicited
Item 19. Information if Proxies, *
Consents, Authorizations are not
to be Solicited or in an Exchange
Offer
</TABLE>
* Omitted since answer to item is negative or not applicable.
ii
<PAGE>
PROSPECTUS
658,758 SHARES
INFORMATION RESOURCES, INC.
COMMON STOCK
($.01 PAR VALUE)
This Prospectus relates to 658,758 shares of Common Stock, $.01 par
value, of Information Resources, Inc. (the "Company") which may be issued by the
Company from time to time in connection with the acquisition of the stock or
assets of other companies. See "Purpose of Issue."
On September 15, 1994, the closing sale price of the Common Stock
as reported by NASDAQ was $13.50 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is September 16, 1994.
<PAGE>
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT PRESENTED
HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS ARE AVAILABLE UPON REQUEST FROM:
CORPORATE SECRETARY, INFORMATION RESOURCES, INC., 150 NORTH CLINTON STREET,
CHICAGO, ILLINOIS 60661 (312) 726-1221. IN ORDER TO ENSURE TIMELY DELIVERY OF
THE DOCUMENTS, ANY REQUEST SHOULD BE MADE BY FIVE DAYS PRIOR TO THE DATE ON
WHICH THE RELEVANT TRANSACTION IS APPROVED BY THE SHAREHOLDERS OF THE BUSINESS
TO BE ACQUIRED.
No person has been authorized in connection with this offering to give any
information or to make any representation not contained in this Prospectus, and
if given or made, such information or representation must not be relied upon as
having been authorized. This Prospectus does not constitute an offer of any
securities other than those to which it relates or an offer to any persons in
any jurisdiction where such an offer would be unlawful. The delivery of this
Prospectus at any time does not imply that the information herein is correct as
of any time subsequent to its date.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Available Information................................................... 2
Incorporation of Certain Documents by Reference......................... 3
The Company............................................................. 4
Purpose of Issue........................................................ 5
Other Information....................................................... 6
Selected Consolidated Financial Data.................................... 7
Description of Capital Stock............................................ 10
Additional Information.................................................. 11
Legal Matters........................................................... 11
Experts................................................................. 11
</TABLE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy materials and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
materials and other information concerning the Company may be inspected and
copied at the public reference facilities maintained by the Commission at Room
1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549; and at
the Commission's following regional offices: Chicago Regional Office, 500 West
Madison Street, Chicago, Illinois 60661; and New York Regional Office, Room
1400, 75 Park Place, New York, New York 10007. Copies of such material can be
obtained from the Public Reference Section of the Commission at Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C., 20549, at prescribed rates.
2
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed by the Company with the
Securities and Exchange Commission (the "Commission"), are incorporated herein
by reference and made a part hereof:
(a) The Company's Annual Report on Form 10-K for the year ended December
31, 1993.
(b) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1994 and June 30, 1994.
(c) The Company's Registration Statement on Form 8-A dated March 15, 1989.
All reports and definitive proxy or information statements filed pursuant
to Sections 13(a) or (c), 14 or 15(d) of the Exchange Act subsequent to the date
of this Prospectus and prior to the termination of the offering of the shares
covered by this Prospectus shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus 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 statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom a Prospectus
is delivered, on the written or oral request of any such person, a copy of any
or all of the documents incorporated by reference herein (other than exhibits to
such documents unless such documents are specifically incorporated by reference
into such documents) and a copy of its most recent annual report to
stockholders. Such requests should be addressed to Information Resources, Inc.,
150 North Clinton Street, Chicago, Illinois 60661, Attention: Corporate
Secretary (Telephone: (312) 726-1221).
INFOSCAN(R), BEHAVIORSCAN(R), PCINFOSCAN(R), EXPRESS(R), PCEXPRESS(R),
COVERSTORY(TM), SALESPARTNER(TM), BRANDPARTNER(TM), APOLLO SPACE MANAGEMENT
SYSTEM(TM), FINANCIAL MANAGEMENT SYSTEM(TM), SALES MANAGEMENT SYSTEM(TM),
EXPRESS/EIS(TM), DATASERVER(TM), JAVELIN(TM) AND QSCAN(TM) ARE TRADEMARKS OF
INFORMATION RESOURCES, INC.
3
<PAGE>
THE COMPANY
Information Resources, Inc. (the "Company") provides a variety of
information services and business intelligence software products to its
customers. The Company is a leading provider of information services to the
consumer packaged goods industry and believes that its proprietary data bases,
analytical models and business intelligence software enable consumer packaged
goods manufacturers and retailers to make better, more cost-effective decisions
in marketing and selling their products. The Company's business intelligence
software products are also used across a wide range of industries and
governmental agencies worldwide.
The consumer packaged goods industry is comprised of numerous firms
which manufacture and market products distributed in supermarket, drug, mass
merchandiser and other outlets. Consumer packaged goods manufacturers require
information on consumer purchasing to measure market performance and to evaluate
the impact of marketing activities. The Company provides consumer purchase data
through its range of information services. Consumer packaged goods clients may
also purchase the Company's software products to help them analyze, manipulate
and interpret consumer purchase data.
The Company's software products can be used in tandem with the
Company's information services or can be used separately with other data bases.
Approximately 31% of the Company's clients currently purchasing the Company's
information services also purchase its business intelligence software and
services.
The Company's business intelligence software products are widely
applicable and are used outside of the consumer packaged goods industry by
Fortune 1000 corporations and comparable companies around the world covering a
variety of businesses and industries, including pharmaceuticals, health care,
telecommunications, financial services, transportation and government agencies.
In 1993, approximately 51% of the Company's software and support services
revenue was derived from clients outside of the consumer packaged goods
industry.
The Company operates in one industry segment, business information
services. The business of the Company has evolved into primarily two categories
of services, information services and software products and services. The
Company's principal information services are InfoScan(R), InfoScan(R) Census,
QScan(TM), BehaviorScan(R), other testing services and Towne-Oller. InfoScan(R)
Census and QScan(TM) are national and local market tracking and evaluation
services for the consumer packaged goods industry. Using the universal product
code ("UPC") printed on products and scanners installed in supermarket, drug,
mass merchandiser and other retail stores, InfoScan(R) tracks consumer
purchasing of products sold in a representative, national, projectable sample
of stores. In 1992, the Company began development of a retailer service named
QScan(TM) which obtains scan data from all stores within a chain (i.e., a
"census") rather than just a sample. In 1994, the Company is introducing its
InfoScan(R) Census service for manufacturers which tracks consumer purchasing
in all stores within participating retail chains rather than just stores within
projectable samples. Major costs to deliver the InfoScan(R) services are data
acquisition costs, provision of software and hardware to participating
retailers, expenses associated with the
4
<PAGE>
collection of causal (i.e., promotional) data, compensation to participating
panel households, computer and personnel resources to process the data and
personnel costs for interpreting and analyzing data for clients.
BehaviorScan(R) is a test marketing system that enables clients to measure the
effect of different marketing variables on consumer purchasing. It uses
supermarket, drug store and mass merchandiser scan data to measure the impact of
changes in marketing variables on consumer purchasing. Major costs to deliver
the BehaviorScan(R) service are data costs (comprised of store equipment
depreciation expense and cash payments to retailers), compensation to
participating panel households, field personnel costs, costs to operate and
maintain cable television studios, computer resources and client service
personnel costs. Towne-Oller is in the business of tracking deliveries of
health and beauty care products from retailer and wholesaler warehouses to
approximately 13,000 individual drug stores and 30,000 individual supermarkets.
Towne-Oller is currently the only supplier of such data to the U.S. consumer
packaged goods industry. Major costs to deliver the Towne-Oller service are
data acquisition payments to retailers, computer and personnel resources to
process the data and personnel costs related to client service.
"IRI Software", the Company's software business unit, provides
business intelligence software, including decision support software ("DSS"),
executive information systems ("EIS") and related support services. DSS and EIS
are licensed as the EXPRESS(R) family of computer software and application
solutions. Through another division, the Company also markets retailer software
products that mainly carry the APOLLO(TM) name. Major costs to deliver these
software products are costs to develop and maintain software, personnel costs to
develop custom applications for clients and costs for computer resources.
Only a portion of the cost to deliver information services and
software support services is directly attributable to any specific product. A
significant portion of the cost elements is provided by shared resources.
The majority of the Company's information services business is of a
recurring nature performed subject to a written contract. The Company's
software business is comprised of a mix of new client projects, sale of new
application solutions to existing clients and a growing software maintenance
base. For a fee, implementation and consulting services are also provided to
client companies as required to deliver EXPRESS(R)-based solutions. In 1993,
approximately 64% of the Company's total revenue from information services and
software products and services was attributed to ongoing contractual
arrangements. Other nonrecurring revenues were attributed to licenses of
software and from the sale of customized analytical projects.
The Company was incorporated in Delaware in 1982. Its principal
offices and corporate headquarters are located at 150 North Clinton Street,
Chicago, Illinois 60661. Its telephone number is (312) 726-1221.
PURPOSE OF ISSUE
The 658,758 shares (the "Shares") of common stock ("Common Stock") of
the Company covered by this Prospectus may be offered and issued in connection
with future acquisitions of other businesses or properties, which may be similar
or dissimilar to the
5
<PAGE>
Company's business activities. The consideration offered by the Company in such
acquisitions, in addition to the shares of Common Stock offered by this
Prospectus, may include cash, debt or other securities (which may be convertible
into shares of Common Stock of the Company covered by this Prospectus), or
assumption by the Company of liabilities of the business being acquired, or a
combination thereof. In connection with acquisitions, the Company may enter
into contracts that provide for future payments and non-competition agreements
with former owners and key executive personnel of companies to be acquired. The
Company has not received and does not expect to receive any cash proceeds (other
than working capital of acquired companies) in connection with any such
issuances.
It is contemplated that the terms of acquisitions will be determined
by negotiations between the Company and the owners of the business or properties
to be acquired, with the Company taking into account the quality of management,
the past and potential earning power and growth of the business or properties
acquired, and other relevant factors, and it is anticipated that shares of
Common Stock issued in acquisitions will be valued at a price reasonably related
to the market value of the Common Stock either at the time the terms of the
acquisition are tentatively agreed upon or at or about the time or times of
delivery of the shares.
OTHER INFORMATION
Acquisitions involving the issuance of Common Stock are not expected
to require approval by any federal or state regulatory bodies. The rights of
dissenting stockholders of any acquired corporation and the federal income tax
consequences for persons involved in any acquisition involving the issuance of
Common Stock will be determined on a case-by-case basis for each acquisition.
6
<PAGE>
SELECTED CONSOLIDATED FINANCIAL DATA
The selected consolidated financial data presented on the following
page for, and as of the end of, the six months ended June 30, 1993 and 1994 and
each of the years in the five-year period ended December 31, 1993, are derived
from the consolidated financial statements of the Company and its subsidiaries.
The consolidated financial statements of the Company as of December 31, 1992 and
1993 and for each of the years in the three-year period ended December 31, 1993,
and the report thereon of Grant Thornton, independent certified public
accountants, are incorporated by reference in this Prospectus from the Company's
Annual Report on Form 10-K for the year ended December 31, 1993. The selected
consolidated financial data on the following page for, and as of the end of, the
six months ended June 30, 1993 and 1994 are unaudited, but in the opinion of the
Company, include all adjustments (consisting only of normal recurring
adjustments) necessary to present fairly the results of operations for these
periods. The results of operations for the six months ended June 30, 1993 and
1994 are not necessarily indicative of operating results for a full year. The
pro forma amounts have been adjusted for the retroactive application of a change
in the Company's method of recognizing revenue effective January 1, 1994. This
information should be read in conjunction with "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and the consolidated
financial statements of the Company incorporated by reference in this
Prospectus.
7
<PAGE>
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
- -------------------------------------------------------------------------------------------------------------------------
1989 1990 1991 1992 1993
---------------- ---------------- ---------------- ---------------- -----------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
OPERATING STATEMENT DATA
Revenues from continuing
operations................ $144,939 100.0% $179,789 100.0% $222,689 100.0% $276,362 100.0% $334,544 100.0%
Operating expenses......... 119,728 82.6 143,488 79.8 175,332 78.7 209,065 75.7 258,686 77.4
Selling, general and
administrative
expenses.................. 18,090 12.5 20,258 11.3 22,042 9.9 29,594 10.7 34,922 10.4
Loss on disposition and
write off of assets....... --- --- --- --- 3,005 0.9
Restructuring costs........ 5,000 3.4 --- --- --- ---
Operating profit........... 2,121 1.5 16,043 8.9 25,315 11.4 37,703 13.6 37,931 11.3
Other (expense) income-net. (4,325) (3.0) (1,549) (0.9) (897) (0.4) (680) (0.2) 168 0.1
Litigation provision....... --- --- --- (4,391) (1.6) ---
Equity in loss of
affiliated companies...... (225) --- (312) --- (466) (2,050)
Income tax (expense)
benefit................... 279 (7,934) (9,032) (12,919) (15,416)
Minority Interest.......... --- --- --- --- 1,582
Loss from discontinued
operations................ (10,724) (580) --- --- ---
Earnings (loss) before
cumulative effect of
change in accounting
principle................. (12,874) 5,668 15,386 19,247 22,215
Cumulative effect on
prior years of change
in accounting
principles................ 1,500 (1,369) --- --- 1,864
Net earnings (loss)........ $(11,374) (7.8)% $ 4,299 2.4% $ 15,386 6.9% $ 19,247 7.0% $ 24,079 7.2%
SIX MONTHS ENDED JUNE 30,
---------------------------------------
1993 1994
------------------- -------------------
<C> <C> <C> <C>
OPERATING STATEMENT DATA
Revenues from continuing
operations................ $157,760 100% 179,861 100%
Operating expenses......... 122,220 77.4 151,781 84.4
Selling, general and
administrative
expenses.................. 16,344 10.4 21,413 11.9
Loss on disposition and
write off of assets....... 2,200 1.4 ---
Restructuring costs........ --- ---
Operating profit........... 16,996 10.8 6,667 3.7
Other (expense) income-net. 214 .1 (256) (.1)
Litigation provision....... --- (5,000) (2.8)
Equity in loss of
affiliated companies...... (596) (4,329)
Income tax (expense)
benefit................... (7,004) 886
Minority Interest.......... 776 756
Loss from discontinued
operations................ --- ---
Earnings (loss) before
cumulative effect of
change in accounting
principle................. 10,386 (1,276)
Cumulative effect on
prior years of change
in accounting
principles................ 1,864 (6,594)
Net earnings (loss)........ 12,250 7.8% (7,870) (4.4)%
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------------------------------------------------------------------
1989 1990 1991 1992 1993
----------------- ----------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C> <C>
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Earnings (loss) per
common and common
equivalent share
Continuing
operations............... $ (.12) $ .32 $ .66 $ .78 $ .82
Discontinued (.60) (.03) --- --- ---
operations............... -------- -------- -------- -------- --------
$ (.72) $ .29 $ .66 $ .78 $ .82
Cumulative effect
of accounting
change.................... .08 (.07) --- --- .07
-------- -------- -------- -------- --------
Net earnings (loss)........ $ (.64) $ .22 $ .66 $ .78 $ .89
Weighted average
common and
common
equivalent shares......... 17,834 19,579 23,398 24,817 27,160
PRO FORMA DATA
Revenues from continuing
operations................ N/A 178,552 213,926 279,187 334,601
Earnings (loss) before
cumulative effect of
change in accounting
principle................. N/A 4,916 10,058 20,971 22,449
Earnings (loss) per common
and common equivalent
share before cumulative
effect of accounting
change.................... N/A .25 .43 .85 .83
BALANCE SHEET DATA
Total assets............... $141,780 $142,576 $202,808 $263,999 $327,515
Working capital............ 4,174 24,253 53,155 87,941 91,970
Long-term debt............. 29,395 23,155 9,285 4,718 3,087
</TABLE>
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30,
------------------------------------
1993 1994
----------------- -----------------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C>
Earnings (loss) per
common and common
equivalent share
Continuing
operations............... $ .39 $ (.05)
Discontinued
operations............... --- ---
-------- --------
$ .39 $ (.05)
Cumulative effect
of accounting
change.................... .07 (.26)
-------- --------
Net earnings (loss)........ $ .46 $ (.31)
Weighted average
common and
common
equivalent shares......... 26,606 25,835
PRO FORMA DATA
Revenues from continuing
operations................ 160,467 N/A
Earnings (loss) before
cumulative effect of
change in accounting
principle................. 12,058 N/A
Earnings (loss) per common
and common equivalent
share before cumulative
effect of accounting
change.................... .45 N/A
BALANCE SHEET DATA
Total assets............... $294,988 $350,426
Working capital............ 87,488 67,037
Long-term debt............. 3,897 2,381
</TABLE>
9
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DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists of 60,000,000 shares of
Common Stock, $.01 par value per share, and 1,000,000 shares of preferred stock,
$.01 par value per share (the "Preferred Stock").
COMMON STOCK
Subject to the preferences of Preferred Stock which may be issued from time to
time, holders of shares of Common Stock are entitled to participate ratably in
such dividends on the Common Stock as are declared by the Board of Directors out
of legally available funds.
All issued and outstanding shares of Common Stock are, and immediately
following the offering will be, fully paid and nonassessable. Holders of Common
Stock do not have statutory preemptive rights, subscription, redemption or
conversion privileges. Holders of Common stock are entitled to share ratably in
all assets available for distribution to stockholders in the event of
liquidation or dissolution, subject to distribution in full of the preferential
amount, if any, to be distributed to the holders of Preferred Stock. Holders of
Common Stock are entitled to one vote for each share held on all matters
submitted to a vote of stockholders. The holders of Common Stock do not have
cumulative voting rights in the election of directors. The Certificate of
Incorporation of the Company provides for a classified Board of Directors
consisting of three classes, and directors hold office for three years or until
their successors are elected and qualified.
Pursuant to a Rights Agreement adopted by the Company, the holders of Common
Stock, including the shares of Common Stock offered hereby, have certain rights
(the "Rights") to purchase Series A Participating Preferred Stock or Common
Stock under certain circumstances, including in the event of certain unsolicited
attempts to acquire the Company.
PREFERRED STOCK
The Board of Directors has the authority to issue up to 1,000,000 shares of
Preferred Stock in one or more series and to fix the rights, preferences,
privileges and restrictions thereof, including dividend rights, dividend rates,
conversion rights, voting rights, terms of redemption, redemption prices,
liquidation preferences and the number of shares constituting any series or the
designation of such series, without further vote or action by the stockholders.
The issuance of Preferred Stock may have the effect of delaying, deferring or
preventing a change in control of the Company without further action by the
stockholders. The issuance of Preferred Stock with voting and conversion rights
may adversely affect the voting power of the holders of Common Stock, including
the loss of voting control to others.
In connection with the issuance of the Rights, the Company's Board of
Directors created one series of Preferred Stock, consisting of 300,000 shares of
Series A Participating Preferred Stock. No shares of such Series A
Participating Preferred Stock have been issued as of the date of this
Prospectus.
10
<PAGE>
TRANSFER AGENT AND REGISTRAR
- ----------------------------
Harris Trust and Savings Bank of Chicago, Illinois, is transfer agent and
registrar with respect to the Common Stock.
ADDITIONAL INFORMATION
The Company has filed with the Securities and Exchange Commission, Washington,
D.C., a Registration Statement on Form S-4, as amended, under the 1933 Act with
respect to the Shares of the Company's Common Stock covered by this Prospectus.
This Prospectus does not contain all of the information set forth in such
Registration Statement. For further information with respect to the Company and
the securities offered hereby, reference is made to the Registration Statement,
including the exhibits thereto. The Registration Statement may be inspected
without charge at the Commission's Public Reference Section at Room 1024, 450
Fifth Street, N.W., Washington, D.C. 20549, and copies of all or any part
thereof may be obtained from the Commission upon payment of its prescribed
charges.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby has been passed upon
for the Company by Freeborn & Peters, Chicago, Illinois.
EXPERTS
The consolidated financial statements and schedules incorporated in this
Prospectus by reference to the Annual Report of the Company on Form 10-K for the
year ended December 31, 1993 have been so incorporated in reliance on the report
of Grant Thornton, independent certified public accountants, given on the
authority of said firm as experts in auditing and accounting.
11
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. 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 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 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.
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<PAGE>
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 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 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) See Exhibit Index immediately preceding the Exhibits to this Registration
Statement.
All other schedules are omitted because they are not applicable, or not
required, or because the required information is included in the financial
statements or notes thereto incorporated herein by reference.
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<PAGE>
ITEM 22. UNDERTAKINGS
The registrant hereby undertakes as follows:
(a) that prior to any public reoffering of the securities registered hereunder
through the use of a prospectus which is a part of this Registration
Statement, by any person or party who is deemed to be an underwriter within
the meaning of Rule 145(c), such reoffering prospectus will contain the
information called for by the applicable registration form with respect to
reofferings by persons who may be deemed underwriters, in addition to the
information called for by the other items of the applicable form;
(b) that every prospectus (i) that is filed pursuant to paragraph (a)
immediately preceding or (ii) that purports to meet the requirements of
Section 10(a)(3) of the 1933 Act, as amended, and is used in connection
with an offering of securities subject to Rule 415, will be filed as a part
of an amendment to the Registration Statement and will not be used until
such amendment is effective, and that, for purposes of determining any
liability under the 1933 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 file, during any period in which offers or sales are being made, a post-
effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the 1933
Act;
(ii) to reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or most recent post-
effective amendment thereof) which individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement; and
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement
or any material change in such information in the registration
statement;
(d) that, for the purpose of determining any liability under the 1933 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;
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<PAGE>
(e) 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;
(f) that, for purposes of determining any liability under the 1933 Act, 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 to be the
initial bona fide offering thereof;
(g) to supply by means of a post-effective amendment all information concerning
a transaction, and the company being acquired involved therein, that was
not the subject of and included in the registration statement when it
became effective; and
(h) to respond to requests for information that is incorporated by reference
into the Prospectus pursuant to Item 4, 10(b), 11 or 13 of Form S-4, within
one business day of receipt of such request, and to send the incorporated
documents by first class mail or other equally prompt means. This
undertaking includes information contained in documents filed subsequent to
the effective date of this registration statement through the date of
responding to the request.
Insofar as indemnification for liabilities arising under the 1933 Act may be
permitted to directors, officers and controlling persons of the Company pursuant
to the provisions described in Item 20 above, or otherwise, the Company has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the 1933 Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a director, officer
or controlling person of the Company 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 Company 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 1933 Act and
will be governed by the final adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company has
duly caused this Post-Effective Amendment No. 1 to Registration Statement on
Form S-4 to be signed on its behalf by the undersigned thereunto duly
authorized, in the City of Chicago, State of Illinois on the 16th day of
September, 1994.
INFORMATION RESOURCES, INC.
By:/s/ Gian M. Fulgoni
---------------------------------
Gian M. Fulgoni, Chairman
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 to Registration Statement on Form S-4 has been signed
by the following persons on September 16, 1994 in the capacities indicated.
SIGNATURE TITLE
--------- -----
/s/ Gian M. Fulgoni Director, Chairman of the Board, Office of
- -------------------------- the Chief Executive (principal executive
Gian M. Fulgoni officer)
* /s/ James G. Andress Director, President, Office of the Chief
- -------------------------- Executive and Chief Operating Officer
James G. Andress
/s/ Thomas M. Walker Director, Executive Vice President, Chief
- -------------------------- Financial and Administrative Officer
Thomas M. Walker (principal financial and principal accounting
officer)
- -------------------------- Director, Vice President and President, IRI
Jeffrey P. Stamen Software
* /s/ Gerald J. Eskin Director
- --------------------------
Gerald J. Eskin
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<PAGE>
SIGNATURE TITLE
--------- -----
* /s/ Edwin E. Epstein Director
- -------------------------------
Edwin E. Epstein
* /s/ John D.C. Little Director
- -------------------------------
* /s/ Leonard M. Lodish Director
- -------------------------------
Leonard M. Lodish
* /s/ Edward E. Lucente Director
- -------------------------------
Edward E. Lucente
* /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.
*/s/ Gian M. Fulgoni
- -------------------------------
Gian M. Fulgoni,
pursuant to power of attorney
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<PAGE>
INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
Number Description of Document Page
- ------ ----------------------- ----
23(a) Consent of Grant Thornton 22
23(b) Consent of Freeborn & Peters 23
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<PAGE>
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 incorporated by reference or
included in the Annual Report of Information Resources, Inc. and Subsidiaries on
Form 10-K for the year ended December 31, 1993. We hereby consent to the
incorporation by reference of said reports in this Post-Effective Amendment No.
1 to the Registration Statement on Form S-4 and the related Prospectus.
We also consent to the use of our name as it appears in this Post-Effective
Amendment No. 1 to the Registration Statement on Form S-4 and the related
Prospectus under the captions "Selected Consolidated Financial Data" and
"Experts."
GRANT THORNTON
Chicago, Illinois
September 16, 1994
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<PAGE>
EXHIBIT 23(B)
-------------
CONSENT
The undersigned, on behalf of Freeborn & Peters, consents to the use of
Freeborn & Peters' name as it appears under the caption "Legal Matters."
FREEBORN & PETERS
/s/ Robert A. McWilliams
Chicago, Illinois
September 16, 1994
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