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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 1, 2000
REGISTRATION NO. 333-
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UNITED STATES
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 of incorporation or organization) (I.R.S. Employer Identification No.)
150 NORTH CLINTON STREET, CHICAGO, ILLINOIS 60661
(Address of Principal Executive Offices)
INFORMATION RESOURCES, INC. RESTRICTED STOCK AGREEMENT - JOSEPH P. DURRETT
(Full title of the plans)
MONICA M. WEED, ESQ.
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL, INFORMATION RESOURCES, INC.
150 NORTH CLINTON STREET, CHICAGO, ILLINOIS 60661
(312) 726-1221 (PHONE) (312) 726-1091 (FAX)
(Name, Address, and Telephone Number of Agent for Service)
WITH A COPY TO:
ROBERT A. MCWILLIAMS, ESQ.
FREEBORN & PETERS, 311 SOUTH WACKER DRIVE, SUITE
3000, CHICAGO, ILLINOIS 60606 (312) 360-6551
(PHONE) (312) 360-6570 (FAX)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
The securities that are being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933.
<TABLE>
<CAPTION>
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CALCULATION OF REGISTRATION FEE
Amount Of
Title Of Securities Amount To Be Offering Price Registration Fee
To Be Registered(1) Registered(2) Per Share (3)
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<S> <C> <C> <C>
Common Stock $.01 par value per share...... 310,000 7.69 $630.00
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(1) Includes registration of any interests in the plans.
(2) This Registration Statement shall also cover any additional shares of
Registrant's Common Stock which become issuable under the plans by reason
of any stock dividend, stock split, recapitalization or other similar
transaction effected without the Registrant's receipt of consideration
which results in an increase in the number of the Registrant's outstanding
shares of Common Stock.
(3) The Offering Price Per Share has been estimated in accordance with Rule
457(h) under the Securities Act of 1933, solely for the purpose of
calculating the registration fee. The computation is based on the average
high and low price of the Common Stock as reported on the Nasdaq National
Market on February 29, 2000.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INFORMATION INCORPORATED BY REFERENCE.
The following documents filed by Information Resources, Inc. (the
"Registrant") with the Securities and Exchange Commission (the "Commission") are
incorporated by reference:
(a) the Company's Annual Report on Form 10-K for the year
ended December 31, 1998;
(b) the Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1999, June 30, 1999 and
September 30, 1999;
(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.
(e) All reports and definitive proxy or information statements
filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the
1934 Act after 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 de-registers all 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 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 Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Certificate of Incorporation: (a) eliminates the
personal liability of the Registrant's directors and officers for monetary
damages arising from a breach of their fiduciary duties under certain
circumstances; and (b) authorizes the Registrant to indemnify its directors and
officers to the fullest extent permitted by the Delaware General Corporation
Law. The limitation of liability in the Certificate of Incorporation does not
affect the availability of equitable remedies such as injunctive relief or
rescission, and does not apply to liabilities arising under the federal
securities laws. The Registrant's
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Bylaws: (a) allow for the indemnity of the Registrant's directors and officers
to the fullest extent permitted by the Delaware General Corporation Law; and
(b) require, under certain circumstances, Registrant to advance expenses to its
directors and officers in connection with a legal proceeding.
Registrant has also entered into indemnification agreements with its
directors which allow for the indemnification of directors for most expenses,
including attorneys' fees, judgments, fines and settlement amounts incurred by
them in any action or proceeding, including any action brought by or in the
right of Registrant, or any other company or enterprise to which the person
provides services at the request of Registrant. Under these Agreements,
Registrant is also required to advance expenses to its directors under certain
circumstances.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The exhibits listed on the accompanying Index to Exhibits are a part
of this Registration Statement. (See Exhibit Index below).
ITEM 9. UNDERTAKINGS.
(a) Registrant 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;
(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)(iii) 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
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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.
(b) Registrant undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the
annual report of Registrant 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 an initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of 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 Registrant of expenses incurred or paid by a
director, officer or controlling person of 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, 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, as
amended, 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 February 17, 2000.
INFORMATION RESOURCES, INC.
By: /s/ Joseph P. Durrett
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Joseph P. Durrett
Chairman, President and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Joseph P. Durrett and Monica M. Weed,
jointly and severally, his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons in
the capacities indicated on February 17, 2000.
/s/ Joseph P. Durrett Chairman, President and Chief Executive
- ------------------------------- Officer (Principal Executive Officer)
Joseph P. Durrett and Director
/s/ Gary Hill Chief Financial Officer (Principal
- ------------------------------- Financial and Accounting Officer)
Gary Hill
/s/ James G. Andress Director
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James G. Andress
/s/ William B. Connell Director
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William B. Connell
/s/ Edwin E. Epstein Director
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Edwin E. Epstein
/s/ Bruce A. Gescheider Director
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Bruce A. Gescheider
/s/ John D.C. Little Ph.D. Director
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John D.C. Little Ph.D.
/s/ Leonard M. Lodish Director
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Leonard M. Lodish
/s/ Edward E. Lucente Director
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Edward E. Lucente
/s/ Jeffrey P. Stamen Director
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Jeffrey P. Stamen
/s/ R.H. Van Wagener, Jr. Director
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R.H. Van Wagener, Jr.
/s/ Thomas W. Wilson Director
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Thomas W. Wilson
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EXHIBIT INDEX
Exhibit Description
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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)
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)
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)
5.1 Opinion of Freeborn & Peters (filed herewith)
23.1 Consent of Ernst & Young LLP (filed herewith)
23.2 Consent of Freeborn & Peters (contained in Exhibit 5.1 hereto)
24.1 Power of Attorney (contained on Signature Page)
99.1 Information Resources, Inc. Restricted Stock Agreement -
Joseph P. Durrett (incorporated by reference to Exhibit
10.22 the Company's Quarterly Report on Form 10-Q for the
period ended June 30, 1999)
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EXHIBIT 5.1
Freeborn & Peters
311 South Wacker Drive
Suite 3000
Chicago, Illinois 60606
March 1, 2000
Information Resources, Inc.
150 North Clinton Street
Chicago, Illinois 60661
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by
you with the Securities and Exchange Commission (the "Registration Statement")
in connection with the registration under the Securities Act of 1933, as
amended, of the Restricted Stock Agreement - Joseph P. Durrett (as to 310,000
shares) (collectively, the "Plans" and the "Shares" as appropriate). We have
examined the proceedings taken and are familiar with the proceedings proposed to
be taken by you in connection with the issuance and sale of the Shares pursuant
to the Plans.
It is our opinion that the Shares, when issued and sold in the manner
described in the Plans and pursuant to the agreement that accompanies each grant
under the Plans, will be legally and validly issued, fully-paid and
non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name wherever appearing in the
Registration Statement and any amendments thereto.
Very truly yours,
FREEBORN & PETERS
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EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Information Resources, Inc. Restricted
Stock Plan - Joseph P. Durrett of our report dated February 11, 1999, 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, 1998, filed with the Securities and Exchange Commission.
/s/ Ernst & Young, LLP
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Chicago, Illinois
March 1, 2000
