SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Information Advantage, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
45669P101
(CUSIP Number)
Mary E. Schaffner
Robert J. Kaukol
Norwest Corporation
Norwest Center
Sixth and Marquette
Minneapolis, MN 55479
(612) 667-0628
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 17, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition of which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(b)(3) or (4), check
the following box [ ].
Check the following box if a fee is being paid with this statement [ ].
(A fee is not required only if the filing person: (1) has a previous
statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting beneficial ownership of
five percent or less of such class.) (See Rule 13d-7).
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
SCHEDULE 13D
CUSIP NO. 45669P101
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Norwest Equity Partners, IV
Tax Identification No. 41-1647118
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3) SEC USE ONLY
4) SOURCE OF FUNDS
WC
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota
NUMBER OF (7) SOLE VOTING POWER
SHARES 3,188,229(1)
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 0
EACH (9) SOLE DISPOSITIVE POWER
REPORTING 3,188,229(1)
PERSON (10) SHARED DISPOSITIVE POWER
WITH 0
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,188,229(2)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ].
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.2%
14) TYPE OF REPORTING PERSON
OO (limited liability company)
______________________
(1) Consists of the total number of shares of common stock of
Information Advantage,Inc. held of record by all reporting
persons. The respective number of shares, if any, held of record
by each reporting person is set forth in Item 5 of this statement.
(2) Includes 9,384 shares issuable upon exercise of a warrant.
SCHEDULE 13D
CUSIP NO. 45669P101
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Itasca Partners
Tax Identification No. 41-1647117
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3) SEC USE ONLY
4) SOURCE OF FUNDS
Not applicable (1)
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota
NUMBER OF (7) SOLE VOTING POWER
SHARES 3,188,229(2)
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 0
EACH (9) SOLE DISPOSITIVE POWER
REPORTING 3,188,229(2)
PERSON (10) SHARED DISPOSITIVE POWER
WITH 0
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,188,229(2)(3)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ].
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.2%
14) TYPE OF REPORTING PERSON
OO (limited liability company)
______________________
(1) The reporting person is not a record holder of any shares of
common stock Information Advantage, Inc. The shares of
Information Advantage, Inc. common stock that are the subject
of this statement are held of record by Norwest Equity Partners
IV and by Norwest Equity Partners V. See the cover pages for
Norwest Equity Partners IV and Norwest Equity Partners V and Item
3 for information concerning the source of funds used to purchase
their respective shares of Information Advantage, Inc. common
stock.
(2) Consists of the total number of shares of common stock of
Information Advantage, Inc. held of record by all reporting
persons. The respective number of shares, if any, held of
record by each reporting person is set forth in Item 5 of this
statement.
(3) Includes 9,384 shares issuable upon exercise of a warrant.
SCHEDULE 13D
CUSIP NO. 45669P101
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Norwest Equity Partners V
Tax Identification No. 41-1799874
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3) SEC USE ONLY
4) SOURCE OF FUNDS
WC
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota
NUMBER OF (7) SOLE VOTING POWER
SHARES 3,188,229(1)
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 0
EACH (9) SOLE DISPOSITIVE POWER
REPORTING 3,188,229(1)
PERSON (10) SHARED DISPOSITIVE POWER
WITH 0
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,188,229(1)(2)
12) CHECK BOX IF THE AGGREATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ].
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.2%
14) TYPE OF REPORTING PERSON
PN
______________________
(1) Consists of the total number of shares of common stock of
Information Advantage,Inc. held of record by all reporting
persons. The respective number of shares, if any, held of record
by each reporting person is set forth in Item 5 of this statement.
(2) Includes 9,384 shares issuable upon exercise of a warrant.
SCHEDULE 13D
CUSIP NO. 45669P101
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Itasca Partners V
Tax Identification No. 41-1799877
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3) SEC USE ONLY
4) SOURCE OF FUNDS
Not applicable(1)
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota
NUMBER OF (7) SOLE VOTING POWER
SHARES 3,188,229(2)
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 0
EACH (9) SOLE DISPOSITIVE POWER
REPORTING 3,188,229(2)
PERSON (10) SHARED DISPOSITIVE POWER
WITH 0
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,188,229(2)(3)
12) CHECK BOX IF THE AGGREATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ].
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.2%
14) TYPE OF REPORTING PERSON
PN
______________________
(1) The reporting person is not a record holder of any shares of
common stock Information Advantage, Inc. The shares of
Information Advantage, Inc. common stock that are the subject
of this statement are held of record by Norwest Equity Partners
IV and by Norwest Equity Partners V. See the cover pages for
Norwest Equity Partners IV and Norwest Equity Partners V and Item
3 for information concerning the source of funds used to purchase
their respective shares of Information Advantage, Inc. common
stock.
(2) Consists of the total number of shares of common stock of
Information Advantage, Inc. held of record by all reporting
persons. The respective number of shares, if any, held of
record by each reporting person is set forth in Item 5 of this
statement.
(3) Includes 9,384 shares issuable upon exercise of a warrant.
SCHEDULE 13D
CUSIP NO. 45669P101
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Daniel J. Haggerty
Social Security No. ###-##-####
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3) SEC USE ONLY
4) SOURCE OF FUNDS
Not applicable(1)
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF (7) SOLE VOTING POWER
SHARES 3,188,229(2)
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 0
EACH (9) SOLE DISPOSITIVE POWER
REPORTING 3,188,229(2)
PERSON (10) SHARED DISPOSITIVE POWER
WITH 0
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,188,229(2)(3)
12) CHECK BOX IF THE AGGREATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ].
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.2%
14) TYPE OF REPORTING PERSON
IN
______________________
(1) The reporting person is not a record holder of any shares of
common stock Information Advantage, Inc. The shares of
Information Advantage, Inc. common stock that are the subject
of this statement are held of record by Norwest Equity Partners
IV and by Norwest Equity Partners V. See the cover pages for
Norwest Equity Partners IV and Norwest Equity Partners V and Item
3 for information concerning the source of funds used to purchase
their respective shares of Information Advantage, Inc. common
stock.
(2) Consists of the total number of shares of common stock of
Information Advantage, Inc. held of record by all reporting
persons. The respective number of shares, if any, held of
record by each reporting person is set forth in Item 5 of this
statement.
(3) Includes 9,384 shares issuable upon exercise of a warrant.
SCHEDULE 13D
CUSIP NO. 45669P101
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John E. Lindahl
Social Security No. ###-##-####
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3) SEC USE ONLY
4) SOURCE OF FUNDS
Not applicable(1)
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF (7) SOLE VOTING POWER
SHARES 3,188,229(2)
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 0
EACH (9) SOLE DISPOSITIVE POWER
REPORTING 3,188,229(2)
PERSON (10) SHARED DISPOSITIVE POWER
WITH 0
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,188,229(2)(3)
12) CHECK BOX IF THE AGGREATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ].
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.2%
14) TYPE OF REPORTING PERSON
IN
______________________
(1) The reporting person is not a record holder of any shares of
common stock Information Advantage, Inc. The shares of
Information Advantage, Inc. common stock that are the subject
of this statement are held of record by Norwest Equity Partners
IV and by Norwest Equity Partners V. See the cover pages for
Norwest Equity Partners IV and Norwest Equity Partners V and Item
3 for information concerning the source of funds used to purchase
their respective shares of Information Advantage, Inc. common
stock.
(2) Consists of the total number of shares of common stock of
Information Advantage, Inc. held of record by all reporting
persons. The respective number of shares, if any, held of
record by each reporting person is set forth in Item 5 of this
statement.
(3) Includes 9,384 shares issuable upon exercise of a warrant.
SCHEDULE 13D
CUSIP NO. 45669P101
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
George J. Still, Jr.
Social Security No. ###-##-####
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3) SEC USE ONLY
4) SOURCE OF FUNDS
Not applicable(1)
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States
NUMBER OF (7) SOLE VOTING POWER
SHARES 3,188,229(2)
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 0
EACH (9) SOLE DISPOSITIVE POWER
REPORTING 3,188,229(2)
PERSON (10) SHARED DISPOSITIVE POWER
WITH 0
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,188,229(2)(3)
12) CHECK BOX IF THE AGGREATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ].
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.2%
14) TYPE OF REPORTING PERSON
IN
______________________
(1) The reporting person is not a record holder of any shares of
common stock Information Advantage, Inc. The shares of
Information Advantage, Inc. common stock that are the subject
of this statement are held of record by Norwest Equity Partners
IV and by Norwest Equity Partners V. See the cover pages for
Norwest Equity Partners IV and Norwest Equity Partners V and Item
3 for information concerning the source of funds used to purchase
their respective shares of Information Advantage, Inc. common
stock.
(2) Consists of the total number of shares of common stock of
Information Advantage, Inc. held of record by all reporting
persons. The respective number of shares, if any, held of
record by each reporting person is set forth in Item 5 of this
statement.
(3) Includes 9,384 shares issuable upon exercise of a warrant.
SCHEDULE 13D
CUSIP NO. 45669P101
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert F. Zicarelli
Social Security No. ###-##-####
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3) SEC USE ONLY
4) SOURCE OF FUNDS
Not applicable(1)
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States
NUMBER OF (7) SOLE VOTING POWER
SHARES 3,188,229(2)
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 0
EACH (9) SOLE DISPOSITIVE POWER
REPORTING 3,188,229(2)
PERSON (10) SHARED DISPOSITIVE POWER
WITH 0
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,188,229(2)(3)
12) CHECK BOX IF THE AGGREATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ].
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.2%
14) TYPE OF REPORTING PERSON
IN
______________________
(1) The reporting person is not a record holder of any shares of
common stock Information Advantage, Inc. The shares of
Information Advantage, Inc. common stock that are the subject
of this statement are held of record by Norwest Equity Partners
IV and by Norwest Equity Partners V. See the cover pages for
Norwest Equity Partners IV and Norwest Equity Partners V and Item
3 for information concerning the source of funds used to purchase
their respective shares of Information Advantage, Inc. common
stock.
(2) Consists of the total number of shares of common stock of
Information Advantage, Inc. held of record by all reporting
persons. The respective number of shares, if any, held of
record by each reporting person is set forth in Item 5 of this
statement.
(3) Includes 9,384 shares issuable upon exercise of a warrant.
ITEM 1. SECURITY AND ISSUER.
This Statement relates to the Common Stock, par value $.0005 per
share (the "Common Stock") of Information Advantage, Inc., whose
executive offices are located at 7905 Golden Triangle Drive, Eden
Prairie, MN 55344.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c) This statement is filed by the entities and persons listed
below:
Norwest Equity Partners IV
Itasca Partners
Norwest Equity Partners V
Itasca NEC, L.L.C.
Itasca Partners V
Daniel J. Haggerty
John E. Lindahl
George J. Still, Jr.
Robert F. Zicarelli
Norwest Equity Partners IV is a Minnesota limited
partnership, of which Itasca Partners is the general
partner. Itasca Partners is a general partnership of which
Messrs. Haggerty, and Zicarelli are the managing general
partners.
Norwest Equity Partners V is a Minnesota limited
partnership, of which Itasca Partners V is the general
partner. Itasca Partners V is also a Minnesota general
partnership, of which Messrs. Haggerty, Lindahl and Still
are the managing general partners.
Mr. Haggerty is the President and CEO of Norwest Venture
Capital, Inc. Messrs. Lindahl, Still and Zicarelli are
Vice Presidents of Norwest Venture Capital, Inc. The
address of Norwest Venture Capital, Inc. is 2800 Piper
Jaffray Tower, 222 South Ninth Street, Minneapolis, MN
55479-3388.
(d) During the last five years, none of the persons listed above
has been convicted in any criminal proceedings (excluding
traffic violations or similar misdemeanors).
(e) During the last five years, none of the persons listed above
has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of
which he, she or it was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities
laws or finding any violations with respect to such laws.
(f) Each of the entities listed above was organized under the laws
of the state of Minnesota. Each of the natural persons listed
above is a United States citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The shares of Common Stock that are the subject of this statement
are held of record by Norwest Equity Partners IV and by Norwest
Equity Partners V. Each of these entities used its working capital
to acquire its respective shares.
ITEM 4. PURPOSE OF TRANSACTION.
The shares of Common Stock that are the subject of this statement
are held of record by Norwest Equity Partners IV and by Norwest
Equity Partners V. Each of these entities acquired its respective
shares for investment.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) All reporting persons, as a group, may be deemed to
beneficially own an aggregate of 3,188,229 shares of Common
Stock. Norwest Equity Partners IV is the record holder of
1,930.792 shares. Norwest Equity Partners V is the record
holder of 1,257,437 shares, including 9,384 shares issuable
upon exercise of a warrant. Mr. Haggerty may be deemed to
beneficially own 3,188,229 shares by reason of his affiliation
with Norwest Equity Partners IV and Norwest Equity Partners V.
Mr. Zicarelli may be deemed to beneficially own 1,930,792
shares by reason of his affiliation with Norwest Equity
Partners IV. Messrs. Lindahl and Still may be deemed to
beneficially own 1,257,437 shares by reason of their
affiliation with Norwest Equity Partners V.
(b) Norwest Equity Partners IV has sole voting and sole disposition
power of the shares of Common Stock held of record by it.
Norwest Equity Partners V has sole voting and sole disposition
power of the shares of Common Stock held of record by it.
(c) 12/19/97 - 130,145 shares @ $6.00/share ( Norwest Equity
Partners V)
Norwest Equity Partners IV converted 3,028,456 shares of Series
A Convertible Preferred to 1,211,328 shares of Common Stock and
1,788,532 shares of Series B Convertible Preferred to 719,464
shares of Common Stock and currently owns 1,930,792 shares of
Common Stock.
Norwest Equity Partners V converted 388,188 shares of Series B
Convertible Preferred to 155,247 shares of Common Stock,
1,153,846 shares of Series C Convertible Preferred to 461,538
shares of Common Stock, 1,252,809 shares of Series D
Convertible Preferred to 501,123 shares of Common Stock, and
purchased 130,145 shares of Common Stock on December 19, 1997
and currently owns 1,248,053 shares of Common Stock. Norwest
Equity Partners V also owns a warrant to purchase an additional
9,384 shares of common stock. The warrant expires December 4,
2002.
(d) With the exception of the persons who are the holders of record
of the shares of Common Stock listed above, no other person is
known to have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of,
the shares of Common Stock beneficially owned by the reporting
persons.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Pursuant to a Loan and Warrant Purchase Agreement dated effective as of
December 4, 1997, Information Advantage, Inc. issued to Norwest Equity
Partners V a warrant to acquire 9,384 shares of its common stock at a price
of $5.00 per share. The Loan and Warrant Purchase Agreement is
incorporated by reference into this report.
In connection with Information Advantage, Inc.'s initial public offering of
its common stock, Norwest Equity Partners IV and Norwest Equity Partners V
agreed to certain restrictions on the transfer of 1,930,792 shares and
1,117,908 shares, respectively, of common stock upon the terms and subject
to the conditions set forth in a lock-up agreement dated October 1, 1997.
The lock-up agreement is incorporated by reference into this report.
Pursuant to the Stock Purchase Agreement dated March 9, 1993, as amended,
Norwest Equity Partners IV and Norwest Equity Partners V have certain
notice and registration rights with respect to 1,930,792 shares and
1,117,908 shares, respectively, of common stock. The Stock Purchase
Agreement is incorporated by reference into this report.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Loan and Warrant Purchase Agreement dated effective as of December 4,
1997, incorporated by reference to Exhibit No. 10.17 to Information
Advantage Inc.'s Registration Statement on Form S-1 (Registration No.
333-37707).
2. Lock-up agreement dated October 1, 1997, filed herewith.
3. Stock Purchase Agreement dated effective as of March 9, 1993,
incorporated by reference to Exhibit No. 4.3 to Information Advantage
Inc.'s Registration Statement on Form S-1 (Registration No. 333-37707).
SIGNATURES
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this statement
is true, complete, and correct.
Date: February 11, 1998
NORWEST EQUITY PARTNERS IV:
By: Itasca Partners
Its: General Partner
By: /s/ John P. Whaley
John P. Whaley, Partner
ITASCA PARTNERS:
By: /s/ John P. Whaley
John P. Whaley, Partner
ROBERT F. ZICARELLI:
By: /s/ John P. Whaley
John P. Whaley, Attorney-in-Fact
for Robert R. Zicarelli
DANIEL J. HAGGERTY:
By: /s/ John P. Whaley
John P. Whaley, Partner, Attorney-in-Fact
for Daniel J. Haggerty
NORWEST EQUITY PARTNERS V:
By: Itasca Partners V
Its: General Partner
By: /s/ John P. Whaley
John P. Whaley, Attorney-in-Fact for
Daniel J. Haggerty, a general partner
ITASCA PARTNERS V:
By: /s/ John P. Whaley
John P. Whaley, Attorney-in-Fact for
Daniel J. Haggerty, a general partner
DANIEL J. HAGGERTY:
By: /s/ John P. Whaley
John P. Whaley, Attorney-in-Fact for
Daniel J. Haggerty
JOHN E. LINDAHL:
By: /s/ John P. Whaley
John P. Whaley, Attorney-in-Fact for
John E. Lindahl
GEORGE J. STILL, JR.:
By: /s/ John P. Whaley
John P. Whaley, Attorney-in-Fact for
George J. Still, Jr.
INFORMATION ADVANTAGE, INC.
Lock-Up Agreement
October 1, 1997
Robertson, Stephens & Company LLC
Alex Brown & Sons Incorporated
Piper Jaffray, Inc.
First Albany Corporation
c/o Robertson, Stephens & Company LLC
555 California Street
Suite 2600
San Francisco, CA 94104
Ladies/Gentlemen:
The undersigned understands that you, as representatives, propose to
enter into an Underwriting Agreement (the "Underwriting Agreement")
on behalf of the several Underwriters to be named on Schedule A to
such agreement (collectively, the "Underwriters"), with Information
Advantage, Inc. (the "Company") providing for an initial public
offering (the "Public Offering") of certain shares of the Common
Stock of the Company (the "Shares") pursuant to a Registration
Statement on Form S-1 (the "Registration Statement") to be filed
with the Securities and Exchange Commission (the "Commission").
In consideration of the agreement by the Underwriters to offer and
sell the Shares in the Public Offering, and of certain other good
and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the undersigned agrees that the undersigned
will not, for a period of 180 days from the date that the
Registration Statement is declared effective by the Commission the
("Lock-Up Period"), offer to sell, contract to sell, or otherwise
sell, dispose of, loan, pledge or grant any rights with respect to
(collectively, a "Disposition") any shares of Common Stock, any
options or warrants to purchase any shares of Common Stock or any
securities convertible into or exchangeable for shares of Common
Stock (collectively, "Securities") now owned directly by the
undersigned or with respect to which the undersigned has the power
of disposition, otherwise than (i) as a bona fide gift or gifts,
provided the done or donees thereof agree in writing to be bound by
this restriction, (ii) as a distribution to partners or shareholders
of the undersigned, provided that the distributees thereof agree in
writing to be bound by the terms of this restriction or (iii) with
the prior written consent of Robertson, Stephens & Company LLC.
The undersigned agrees that the foregoing restriction expressly
precludes the undersigned from engaging in any hedging or other
transaction which is designed to or reasonably expected to lead to
or result in a Disposition of Securities during the Lock-Up Period,
even if such Securities would be disposed of by someone other than
the undersigned. Such prohibited hedging or other transactions
would include, without limitation, any short sale (whether or not
against the box) or any purchase, sale or grant of any right
(including, without limitation, any put or call option) with respect
to any Securities or with respect to any security (other than a
broad-based market basket or index) that includes, relates to or
derives any significant part of its value from Securities.
Furthermore, the undersigned also agrees and consents to the entry
of stop transfer instructions with the Company's transfer agent
against the transfer of the Securities held by the undersigned
except is compliance with this restriction.
The undersigned understands that the Company and the Underwriters
are relying upon this Lock-Up Agreement in proceeding toward
consummation of the Public Offering. The undersigned further
understands that this Lock-Up Agreement is irrevocable and shall be
binding upon the undersigned's heirs, legal representatives,
successors and assigns.
If for any reason the Underwriting Agreement shall be terminated
prior to the closing of the delivery of the Shares to the
Underwriters thereunder, this Lock-Up Agreement shall likewise be
terminated.
Very truly yours,
For Entity: For Individual:
/s/ Norwest Equity Partners IV
Name of Entity Signature
By: Itasca Partners (Print Name)
By: /s/ John P. Whaley Additional Signature
Its: Partner (if held jointly)
Norwest Equity Partners V
By: Itasca Partners V
By: /s/ John P. Whaley, Partner (Print Name)
15
