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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 15, 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. EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
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.
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CALCULATION OF REGISTRATION FEE
Title Of Securities Amount To Be Offering Price Amount Of
To Be Registered(1) Registered(2) Per Share(3) Registration Fee
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<S> <C> <C> <C>
Common Stock $.01 par value per share....... 1,000,000 $4.1875 $1,105.50
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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 as to 1,000,000 shares of Common
Stock authorized for issuance pursuant to the Information Resources, Inc.
Employee Stock Purchase Plan, solely for the purpose of calculating the
registration fee. The computation is based upon the average of the high and
low price of the Common Stock as reported on the Nasdaq National Market on
June 13, 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, 1999;
(b) the Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2000;
(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 Bylaws: (a) allow for the indemnity of the
Registrant's directors and officers to the fullest extent
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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 May 31, 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 May 31, 2000.
/s/ JOSEPH P. DURRETT Chairman, President and Chief Executive
--------------------------- Officer (Principal Executive Officer) and
Joseph P. Durrett Director
/s/ ANDY BALBIRER Chief Financial Officer (Principal
--------------------------- Financial and Accounting Officer)
Andy Balbirer
/s/ JAMES G. ANDRESS Director
---------------------------
James G. Andress
/s/ WILLIAM B. CONNELL Director
---------------------------
William B. Connell
/s/ EDWIN E. EPSTEIN Director
---------------------------
Edwin E. Epstein
/s/ BRUCE A. GESCHEIDER Director
---------------------------
Bruce A. Gescheider
/s/ JOHN D.C. LITTLE, Ph.D. Director
---------------------------
John D.C. Little Ph.D.
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/s/ LEONARD M. LODISH Director
---------------------------
Leonard M. Lodish
/s/ EDWARD E. LUCENTE Director
---------------------------
Edward E. Lucente
/s/ JEFFREY P. STAMEN Director
---------------------------
Jeffrey P. Stamen
/s/ R.H. VAN WAGENER, JR. Director
---------------------------
R.H. Van Wagener, Jr.
/s/ THOMAS W. WILSON, JR. Director
---------------------------
Thomas W. Wilson, Jr.
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EXHIBIT INDEX
Exhibit Description
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. Employee Stock Purchase Plan
(filed herewith)
