SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INTERGRAPH CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 63-0573222
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
One Madison Industrial Park
Huntsville, Alabama 35984-0001
(Address of Principal Executive Offices)
INTERGRAPH CORPORATION
AMENDED AND RESTATED 2002 STOCK OPTION PLAN
(Full title of the plan)
David Vance Lucas
Vice President and General Counsel
Intergraph Corporation
One Madison Industrial Park IW2000
Huntsville, Alabama 35894-0001
(256) 730-2000
(Name, Address, and Telephone Number of
Registrant's agent for service)
CALCULATION OF REGISTRATION FEE
=================================================================
Proposed Proposed Amount
Title of Amount maximum maximum of
securities to be offering aggregate registration
to be registered(1) price per offering fee
registered share(2) price
-----------------------------------------------------------------
Common Stock 2,000,000 $19.42 $38,840,000 $3,573.28
$.10 par value,
and related
stock purchase
rights
================================================================
(1)Pursuant to Rule 416(a) under the Securities Act, this
registration statement includes an indeterminate number of
additional shares which may be offered and issued to prevent
dilution resulting from stock splits, stock dividends or similar
transactions.
(2)Pursuant to Rule 457(h)(1) under the Securities Act, the
offering price is estimated solely for the purpose of
calculating the registration fee on the basis of the average of
the high and low prices of the Registrant's Common Stock on the
Nasdaq Stock Market on October 28, 2002.
PART I
Information Required in the Section 10(a) Prospectus
Intergraph Corporation (the "Registrant") has sent or given
or will send or give documents containing the information
specified by Part I of this Form S-8 Registration Statement (the
"Registration Statement") to participants in the plan listed on
the cover of this Registration Statement, as specified in Rule
428(b)(1) promulgated by the Securities and Exchange Commission
(the "SEC") under the Securities Act of 1933, as amended (the
"Securities Act"). The Registrant is not filing such documents
with the SEC, but these documents constitute (along with the
documents incorporated by reference into the Registration
Statement pursuant to Item 3 of Part II hereof) a prospectus that
meets the requirements of Section 10(a) of the Securities Act.
PART II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
----------------------------------------
The following documents filed by the Registrant with the
SEC, pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), are hereby incorporated by reference and
shall be deemed to be a part hereof from the date of filing of
such document:
(1) The Registrant's Annual Report on Form 10-K for the year
ended December 31, 2001;
(2) The Registrant's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 2002 and June 30, 2002;
(3) Current Reports on Form 8-K dated March 8, 2002, April 8,
2002, April 29, 2002, October 10, 2002 and October 15,2002,
and on Form 8-K/A dated April 30, 2002;
(4) The description of the Registrant's Common Stock, $.10 par
value per share (the "Common Stock"), contained in the
Registrant's Registration Statement on Form 8-A/A filed with
the SEC on October 29, 2002, and the description of the
related stock purchase rights contained in the Registration
Statement filed by the Registrant with the SEC on March 8,
2002, and including all other amendments and reports filed
for the purpose of updating such descriptions.
All documents filed by the Registrant pursuant to Section
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date
hereof and prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities
offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing
of such documents. Any statements contained in a document
incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or replaced for purposes hereof to
the extent that a statement contained herein (or in any other
subsequently filed document which also is incorporated or deemed
to be incorporated by reference herein) modifies or replaces such
statement. Any statement so modified or replaced shall not be
deemed, except as so modified or replaced, to constitute a part
hereof.
Item 4. Description of Securities.
--------------------------
The Registrant's Common Stock is registered under Section 12
of the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Inapplicable.
Item 6. Indemnification of Directors and Officers.
------------------------------------------
Article IX of the Certificate of Incorporation of the
Registrant, as amended (the "Certificate of Incorporation")
permits indemnification of directors and officers to the full
extent permitted by the Delaware General Corporation Law.
Section 145 of the Delaware General Corporation Law permits
indemnification by the Registrant of any director, officer,
employee or agent of the Registrant or of a person who is or was
serving at the Registrant's request as a director, officer,
employee or agent of another company or other enterprise, against
expenses (including attorney's fees), judgments, fines and
amounts paid in settlement, actually and reasonably incurred by
him in connection with any threatened, pending or completed
action, suit or proceeding (whether civil, criminal,
administrative or investigative), to which he or she is or may be
a party by reason of having been such director, officer, employee
or agent, provided that he or she acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to
the best interest of the Registrant and, with respect to any
criminal action or proceeding, had no reasonable cause to believe
his or her conduct was unlawful. The Registrant also has the
power under Section 145 to indemnify persons identified above
from threatened, pending or completed actions or suits by or in
the right of the Registrant by reason of the fact that such
person was a director, officer, employee or agent of the
Registrant or is or was serving at the request of the Registrant
as a director, officer, employee or agent of another company or
enterprise against expenses actually and reasonably incurred
(including attorney's fees) by him or her in connection with the
defense or settlement of the action if he or she acted in good
faith and in a manner he or she reasonably believed to be in or
not opposed to the best interests of the Registrant, except that
no indemnification can be made with regard to any claim, issue or
matter as to which the person has been adjudged to be liable to
the Registrant unless and only to the extent that the Delaware
Court of Chancery or the court in which the action was brought
determines that the person was fairly and reasonably entitled to
indemnity.
Section 145 further requires that indemnification (unless
ordered by a court) must be made by the Registrant only as
authorized in the specific case upon a determination that
indemnification is proper in the circumstances because he or she
has met the applicable standards of conduct. The determination
must be made by a majority vote of disinterested directors; by a
committee of disinterested directors designated by disinterested
directors; if there are no disinterested directors or if the
disinterested directors so direct, by independent legal counsel
in a written opinion; or by the stockholders. The Registrant may
pay the expenses of an action in advance of final disposition if
authorized by the Board of Directors in a specific case upon
receipt of an undertaking by the person to be indemnified to
repay any such advances unless it shall ultimately be determined
that such person is entitled to be indemnified by the Registrant
as authorized by law.
The statutory provisions are not exclusive and any
entitlement to indemnification or reimbursement by those seeking
indemnification under any bylaw, agreement, stockholder vote, or
vote of disinterested directors is not effected. Section 145
authorizes the purchase of insurance against liability on behalf
of any officer, employee or agent of the Registrant or person who
was serving as such at the Registrant's request.
Article IX(a) of the Registrant's Certificate of
Incorporation eliminates a director's personal liability for
monetary damages for breaches of his or her fiduciary duty,
except for liability for: (a) breaches of the duty of loyalty to
the Registrant or its stockholders, (b) acts or omissions not in
good faith or involving intentional misconduct or knowing
violations of the law, (c) the payment of unlawful dividends or
unlawful stock repurchases or redemptions, or (d) transactions in
which the director received an improper personal benefit.
Article IX(b) of the Certificate of Incorporation of
the Registrant also authorizes the Registrant to indemnify an
officer, director, employee, or agent of the Registrant or an
individual serving in such capacity for another entity at the
Registrant's request, for all expenses, liabilities, and losses
incurred in connection with any action, suit or proceeding in
which he or she is or was a party or is threatened to be made a
party by reason of the fact that he or she is or was an officer
or director of the Registrant, whether the basis of such
proceeding is alleged action in an official capacity as a
director, officer, employee, or agent, or in any other capacity
while serving as a director, officer, employee or agent.
Article IX(b) also authorizes the Registrant to advance
litigation expenses to an officer or director prior to the final
disposition of an action concerning the indemnitee's service only
as an officer or director. The making of such advances is
conditioned upon the officer or director giving the Registrant an
undertaking to repay the amount advanced if indemnification
ultimately is deemed unavailable. The Board of Directors may
authorize the advancement of expenses to employees and agents of
the Registrant with the same scope and effect as is afforded to
officers and directors.
If indemnification or advancement of expenses is authorized,
it will not exclude any rights to indemnification or advancement
of expenses which any person may have under a bylaw, agreement,
board or stockholder vote, or otherwise. The indemnification or
advancement of expenses provided by Article IX will continue as
to a person who ceases to be a director, officer, employee, or
agent, and inures to the benefit of his or her heirs, executors
and administrators.
The Certificate of Incorporation also states that the
Registrant may maintain insurance, at its expense, to protect
itself and any director, officer, employee or agent of the
Registrant or another corporation against any loss, liability, or
expense, whether or not the Registrant would have the power to
provide indemnification under Delaware law, as the Board of
Directors may from time to time determine.
Article Nine of the Registrant's bylaws, amended and
restated April 1, 2002 (the "Bylaws"), provides for
indemnification of any person threatened to be made a party to
any threatened, pending or completed action (whether civil,
criminal, administrative or investigative, including appeals),
other than an action by or in the right of the Registrant, by
reason of the fact that the person is or was a director, officer,
employee, or agent of the Registrant or was serving in such a
capacity for another entity at the Registrant's request. Such
indemnification includes expenses actually and reasonably
incurred (including attorneys' fees) if the party acted in good
faith and in a manner he or she reasonably believed to be in or
not opposed to the best interest of the Registrant, and with
respect to any criminal action, had no reasonable cause to
believe that his or her conduct was unlawful. In actions or
proceedings by or in the right of the Registrant, the Bylaws
provide for indemnification of any person threatened to be made a
party to any threatened, pending or completed action by reason of
the fact that the person is or was a director, officer, employee,
or agent of the Registrant or was serving in such a capacity for
another entity at the Registrant's request. Such indemnification
includes expenses actually and reasonably incurred (including
attorneys' fees) if the party acted in good faith and in a manner
he or she reasonably believed to be in or not opposed to the best
interest of the Registrant, except that indemnification is
unavailable if the party has been adjudged to be liable for
negligence or misconduct in the performance of his or her duties
to the Registrant, unless and only to the extent that the
Delaware Court of Chancery or the court in which the action was
brought shall determine that in light of all of the
circumstances, such person is fairly and reasonably entitled to
indemnity for such expenses the court deems proper.
The Bylaws further provide that, generally, indemnification
(unless ordered by a court) must be made by the Registrant only
as authorized in the specific case upon a determination that
indemnification is proper in the circumstances because he or she
has met the applicable standards of conduct. The determination
must be made by a majority vote of disinterested directors; by a
committee of disinterested directors designated by disinterested
directors; if there are no disinterested directors or if the
disinterested directors so direct, by independent legal counsel
in a written opinion; or by the stockholders. The Registrant
must pay the expenses of an action in advance of final
disposition if authorized by the Board of Directors in a specific
case upon receipt of an undertaking by the person to be
indemnified to repay any such advances unless it shall ultimately
be determined that such person is entitled to be indemnified by
the Registrant as authorized in the Bylaws.
The indemnification authorized in the Bylaws is not
exclusive of other rights to which those seeking indemnification
may be entitled under the Certificate of Incorporation, any
statute, rule of law, agreement, bylaw, stockholder vote or
otherwise. Such indemnification shall continue as to any person
who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of that person's heirs, executors, and
administrators.
Article Nine of the Registrant's Bylaws further provides
that the Registrant may purchase and maintain insurance on behalf
of those persons described above as eligible for indemnification
for liability arising out of such person's duties or status with
the Registrant whether or not indemnification in respect of such
liability would be permissible under the Bylaws' provisions.
The Registrant has entered into Indemnification Agreements
with each of its directors to give such directors additional
contractual assurances regarding the scope of the indemnification
set forth in the Registrant's Certificate of Incorporation and to
provide additional procedural protections. At present, there is
no pending litigation or proceeding involving a director, officer
or employee of the Registrant regarding which indemnification is
sought, nor is the Registrant aware of any threatened litigation
that may result in claims for indemnification.
Item 7. Exemption from Registration Claimed.
------------------------------------
None.
Item 8. Exhibits.
---------
4.1 Certificate of Incorporation of the Registrant, as amended
(restated electronically for SEC filing purposes) (incorporated
by reference to Exhibit 1 filed with the Registrant's 8-A/A dated
October 29, 2002)
4.2 Bylaws of the Registrant,as amended and restated on April 1, 2002
(incorporated by reference to Exhibit 3.1 filed with the
Registrant's Form 8-K dated April 8, 2002)
23 Consent of Ernst & Young LLP, independent auditors
24 Power of Attorney (included in the signature page of this
Registration Statement)
99 Intergraph Corporation Amended and Restated 2002 Stock Option
Plan (incorporated by reference to Exhibit 10(l) filed with the
Registrant's Quarterly Report on Form 10-Q for the period ended
June 30, 2002)
Item 9. Undertakings.
-------------
A. The 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 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.
(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 that
remain unsold at the termination of the offering.
B. The 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
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
this 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.
C. 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 SEC such indemnification is
against public policy as expressed in the 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 Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Huntsville, State of Alabama, on this 30th day of October,
2002.
INTERGRAPH CORPORATION
By: /s/ James F. Taylor, Jr.
------------------------------------
James F. Taylor, Jr.
Chairman of the Board and Chief
Executive Officer
KNOW ALL MEN BY THESE PRESENTS, each person whose signature
appears below hereby constitutes and appoints David Vance Lucas,
his true and lawful attorney-in-fact and agent, 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 the SEC,
granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing
requisite and necessary, as fully to all intents and purposes as
he might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons
in the capacities and on the dates indicated below.
Signature Title Date
--------- ----- ----
/s/James F. Taylor Jr. Chairman of the Board October 30,2002
________________________ Chief Executive Officer
James F. Taylor Jr.
/s/Larry J. Laster Executive Vice President, October 30,2002
________________________ Chief Financial Officer
Larry J. Laster and Director
/s/Linda L. Green Director October 30,2002
________________________
Linda L. Green
/s/Laurence R. Greenwood Director October 30,2002
________________________
Laurence R. Greenwood
Director October 30,2002
________________________
Thomas J. Lee
/s/Sidney L. McDonald Director October 30,2002
________________________
Sidney L. McDonald
/s/Joseph C. Moquin Director October 30,2002
________________________
Joseph C. Moquin
EXHIBIT INDEX
4.1 Certificate of Incorporation of the Registrant, as amended
(restated electronically for SEC filing purposes) (incorporated
by reference to Exhibit 1 filed with the Registrant's 8-A/A dated
October 29, 2002)
4.2 Bylaws of the Registrant,as amended and restated on April 1, 2002
(incorporated by reference to Exhibit 3.1 filed with the
Registrant's Form 8-K dated April 8, 2002)
23 Consent of Ernst & Young LLP, independent auditors
24 Power of Attorney (included in the signature page of this
Registration Statement)
99 Intergraph Corporation Amended and Restated 2002 Stock Option
Plan (incorporated by reference to Exhibit 10(l) filed with the
Registrant's Quarterly Report on Form 10-Q for the period ended
June 30, 2002)