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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 27, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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INFORMATION RESOURCES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 36-2947987
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
150 NORTH CLINTON STREET
CHICAGO, ILLINOIS 60661
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
INFORMATION RESOURCES, INC. 401(K) RETIREMENT SAVINGS PLAN AND TRUST
(FULL TITLE OF THE PLAN)
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MR. 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)
WITH A COPY TO:
ROBERT A. MCWILLIAMS
FREEBORN & PETERS
311 SOUTH WACKER DRIVE, SUITE 3000
CHICAGO, ILLINOIS 60606
(312) 360-6000
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED(1) REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) FEE
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<S> <C> <C> <C> <C>
Common Stock ($.01 par
value)................. 400,000 $14.3125 $5,725,000 $1,735
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</TABLE>
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
listed above.
(2) Estimated pursuant to Rule 457(h) under the Securities Act of 1933 solely
for the purpose of calculating the registration fee and based upon the
average of the high and low prices of the Common Stock as reported by The
Nasdaq Stock Market on March 21, 1997.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Information Resources, Inc. (the "Company"
or "Registrant") and the Information Resources, Inc. 401(k) Retirement Savings
Plan and Trust (the "Plan") with the Securities and Exchange Commission (the
"Commission") are incorporated in and made a part of this Registration
Statement by reference, except to the extent that any statement or information
therein is modified, superseded or replaced by a statement or information
contained in any subsequently filed document incorporated herein by reference:
(a) the Company's Annual Report on Form 10-K for the year ended December
31, 1996;
(b) the Plan's Annual Report on Form 11-K for the year ended December 31,
1995, to be filed concurrently with this Registration Statement;
(c) the description of the Company's common stock, par value $.01 per
share, 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 other documents filed by the Company and the Plan pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") subsequent to the date of this Registration Statement and
prior to the filing of a post-effective amendment to this Registration
Statement indicating that all securities offered under the Registration
Statement have been sold, or deregistering all securities then remaining
unsold, are also incorporated herein by reference and shall be a part hereof
from the date of the filing of such documents.
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 Item 6 of the Company's Registration on Form
S-8 (File No. 33-52721)
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See "Exhibit Index" immediately following the signature pages hereto. The
Registrant hereby undertakes to submit Amendment No. 2 to the Plan to the
Internal Revenue Service (the "IRS") in a timely manner and will make all
changes required by the IRS in order to qualify the Plan.
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) 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
Securities Act of 1933 (the "Securities Act");
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(ii) To reflect in the prospectus any facts or events 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 the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of a prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20% change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration Statement;
(iii) 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;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration
Statement.
(2) 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.
(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.
The undersigned 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 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.
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
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 Chicago, State of Illinois, on this
25th day of March, 1997.
Information Resources, Inc.
/s/ Gian M. Fulgoni
By: _________________________________
Gian M. Fulgoni, Chief Executive
Officer
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears
below constitutes and appoints Gian M. Fulgoni and Edward S. Berger, and each
of them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-
effective amendments) to this Registration Statement and to file the same with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange 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, as fully to all
intents and purposes as he 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 of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated below on March 25, 1997.
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SIGNATURE TITLE
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<S> <C>
/s/ Gian M. Fulgoni Chief Executive Officer (principal
___________________________________________ executive officer)
Gian M. Fulgoni
/s/ Gary M. Hill Executive Vice President and Chief
___________________________________________ Financial Officer (principal financial
Gary M. Hill officer)
/s/ John P. McNicholas, Jr. Controller (principal accounting officer)
___________________________________________
John P. McNicholas, Jr.
/s/ Thomas W. Wilson, Jr. Chairman of the Board of Directors
___________________________________________
Thomas W. Wilson, Jr.
/s/ James G. Andress Director
___________________________________________
James G. Andress
/s/ Gerald J. Eskin Director and Vice Chairman
___________________________________________
Gerald J. Eskin
/s/ Jeffrey P. Stamen Director
___________________________________________
Jeffrey P. Stamen
</TABLE>
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<TABLE>
<CAPTION>
SIGNATURE TITLE
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<S> <C>
/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
/s/ Edith W. Martin Director
___________________________________________
Edith W. Martin
/s/ Glen L. Urban Director
___________________________________________
Glen L. Urban
</TABLE>
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago, State of
Illinois, on March 25, 1997.
Information Resources, Inc. 401(k)
Retirement Savings Plan and Trust
/s/ Gary M. Hill
By: _________________________________
Name: Gary M. Hill
Title: Executive Vice President and
Chief Financial Officer,
Information Resources, Inc.
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EXHIBIT INDEX
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SEQUENTIAL
EXHIBIT PAGE
NUMBER DOCUMENT DESCRIPTION NUMBER
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<C> <S> <C>
4.1 Certificate of Incorporation of the Registrant, as
amended (incorporated by reference to Exhibit 3(a) to the
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1988, and Exhibit 3(c) to the
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1989) IBRF
4.2 By-Laws of the Registrant, as amended (incorporated by
reference to Exhibit 3(b) to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1988,
and Exhibit 3(d) to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1989) IBRF
4.3 Form of Rights Agreement between the Registrant and
Harris Trust and Savings Bank, as Rights Agent
(incorporated by reference to Exhibit 4.1 to the
Registrant's Registration Statement on Form 8-A filed
with the Commission on March 15, 1989) IBRF
4.4 Information Resources, Inc. Amended and Restated 401(k)
Retirement Savings Plan and Trust (incorporated by
reference to Exhibit 10(hh) to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1996) IBRF
4.5 First Amendment to the Information Resources, Inc.
Amended and Restated 401(k) Retirement Savings Plan and
Trust (incorporated by reference to Exhibit 10(ii) to the
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1996) IBRF
4.6 Second Amendment to the Information Resources, Inc.
Amended and Restated 401(k) Retirement Savings Plan and
Trust (incorporated by reference to Exhibit 10(jj) to the
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1996) IBRF
4.7 Trust Agreement between Information Resources, Inc. and
Fidelity Management Trust Company dated as of July 1,
1996 (incorporated by reference to Exhibit 10(kk) to the
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1996) IBRF
4.8 First Amendment to Trust Agreement between Information
Resources, Inc. and Fidelity Management Trust Company
dated as of July 1, 1996 (incorporated by reference to
Exhibit 10(ll) to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1996) IBRF
23.1 Consent of Ernst & Young LLP (filed herewith). EF
23.2 Consent of Grant Thornton LLP (filed herewith). EF
23.3 Consent of Grant Thornton LLP (filed herewith). EF
24 Power of Attorney (contained on signature page)
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Information Resources, Inc. 401(k) Retirement
Savings Plan and Trust of our report dated February 12, 1997, with respect to
the consolidated financial statements and schedule of Information Resources,
Inc. included in its Annual Report (Form 10-K) for the year ended December 31,
1996, filed with the Securities and Exchange Commission.
Ernst & Young LLP
Chicago, Illinois
March 25, 1997
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EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our reports dated February 15, 1996, accompanying the
consolidated financial statements and schedule, and March 24, 1995
accompanying the December 31, 1994 financial statements of IRI-SECODIP, S.N.C.
included in the Annual Report of Information Resources, Inc. and Subsidiaries
on Form 10-K for the year ended December 31, 1995. We hereby consent to the
incorporation by reference of said reports in this Registration Statement on
Form S-8.
Grant Thornton LLP
Chicago, Illinois
March 25, 1997
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EXHIBIT 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We have issued our report dated August 20, 1996, accompanying the financial
statements of the Information Resources, Inc. 401(k) Retirement Savings Plan
and Trust for the years ended December 31, 1995 and 1994 included in Form 11-K
for the year ended December 31, 1995. We hereby consent to the incorporation
by reference of said report in this Registration Statement.
Grant Thornton LLP
Chicago, Illinois
March 25, 1997
