SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
INTERGRAPH CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 63-0573222
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
Intergraph Corporation, One Madison Industrial Park
IW 2000, Huntsville, Alabama 35894-0001
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to Section
12(b) of the Exchange Act and is 12(g) of the Exchange Act and
effective pursuant to General is effective pursuant to
Instruction A.(c), please check General Instruction A.(d),
the following box. please check the following box. X
Securities Act registration statement file number to which this
form relates: ___________________
(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class to be Name of Each Exchange on Which
Registered Each Class is to be Registered
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Common Stock, par value $.10 per share NASDAQ Stock Market
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Common Stock Purchase Rights NASDAQ Stock Market
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Securities to be registered pursuant to Section 12(g) of the Act:
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(Title of class)
Intergraph Corporation is amending and restating its
Registration Statement on Form 8-A relating to its common stock,
par value $.10 per share, and its common stock purchase rights
in order to describe the securities in "plain English."
Item 1. Description of Registrant's Securities to be
Registered.
Overview
The following summary descriptions of our certificate of
incorporation, bylaws, common stock, preferred stock and stock
purchase rights are not complete. These summaries are qualified
by reference to the complete text of our certificate of
incorporation, bylaws and rights agreement and the applicable
provisions of the Delaware General Corporation Law.
Our authorized capital stock consists of 100,000,000 shares
of common stock, par value $.10 per share. As of June 30, 2002,
there were 57,361,362 shares of our common stock issued and
46,734,105 shares outstanding.
Common Stock
Voting Rights
Each holder of our common stock is entitled to one vote per
share in the election of directors and on all other matters
submitted to a vote of stockholders. Our common stock does not
have cumulative voting rights.
Dividends
Each share of our common stock has an equal and ratable
right to receive dividends as declared by the board of directors
out of legally available funds.
Liquidation and Dissolution
Subject to the rights and preferences of the preferred
stock, if any, each share of our common stock is entitled to
share equally and ratably in all assets available for
distribution to stockholders in the event of our liquidation,
dissolution or winding up of operations.
Other Rights
Holders of our common stock have no right to:
+ subscribe for any of our securities or maintain their
proportionate ownership interest;
+ covert the stock into any other security; or
+ require us to redeem the stock.
Holders of our common stock are not required to make additional
capital contributions. All of our outstanding shares of common
stock are fully paid and nonassessable.
Stock Purchase Rights
Overview
We entered into a Rights Agreement dated August 25, 1993
which has been amended and restated pursuant to an Amended and
Restated Rights Agreement dated March 5, 2002 (collectively, the
"Rights Agreement"). Pursuant to the Rights Agreement, each
share of our common stock outstanding as of, and issued after,
September 7, 1993 is accompanied by a stock purchase right which
entitles the holder to purchase from us one share of our common
stock at an initial exercise price of $65 per share, subject to
adjustment.
Exercisability and Transferability of Rights
Currently, the stock purchase rights are not exercisable or
transferable apart from our common stock. The stock purchase
rights will become exercisable and transferable upon the earlier
to occur of:
+ the close of business on the tenth business day (or such
later day as our board of directors may determine) following the
first public announcement that a person or group of affiliated
or associated persons has acquired or obtained the right to
acquire beneficial ownership of 15% (or 10% in the case of an
"Adverse Person," as determined by our board of directors) or
more of the then outstanding shares of our common stock; and
+ the close of business on the tenth business day (or such
later day as our board of directors may determine) following
the commencement of a tender offer or exchange offer that could
result in a person or group becoming the beneficial owner of
15% or more of the then outstanding shares of our common stock.
Flip-In Rights
Upon (i) the acquisition of 15% (or 10% in the case of an
"Adverse Person," as determined by our board of directors) of
our common stock by a person or group of persons, any stock
purchase rights held by such person or group of persons will
become null and void. Each other holder of a stock purchase
right will have the right to receive, upon exercise, the number
of shares of our common stock having a market value immediately
prior to the acquisition equal to two times the then current
exercise price of the stock purchase right.
Flip-Over Rights
Once the stock purchase rights become exercisable, if we
are acquired in a merger or other business combination or if we
sell or transfer more than 50% of our assets or earning power,
each holder of a stock purchase right will have the right to
receive, upon exercise, the number of shares of the common stock
of the surviving entity or acquiring party whose value is equal
to two times the then current exercise price of the stock
purchase rights. This right may be exercised independent of the
right exercisable upon the acquisition of 15% of our common
stock by a person or group of persons as described above.
Redemption of Rights
Our board of directors may vote to redeem the outstanding
stock purchase rights, in whole or in part, at a redemption
price of $.001 per right, at any time prior to:
+ the close of business on the tenth day after the public
announcement that a person or group of affiliated or
associated persons has acquired or obtained the right
to acquire beneficial ownership of 15% (or 10% in the
case of an "Adverse Person," as determined by our board
of directors) or more of the then outstanding shares of
our common stock; and
+ the close of business on March 5, 2012.
Exchange of Rights
At any time after the later of (i) the acquisition of 15%
(or 10% in the case of an "Adverse Person," as determined by our
board of directors) or more of our common stock by a person or
group of persons as described above, and (ii) any flip-in or
flip-over event, our board of directors may exchange the stock
purchase rights, in whole or in part, at an exchange ratio of
one share of common stock per stock purchase right. However,
our board of directors may not effect an exchange if any person
or group of persons acquires beneficial ownership of 50% or more
of our shares of common stock then outstanding.
Amendment of Rights Agreement
At any time prior to the stock purchase rights becoming
exercisable, we or our board of directors may amend any
provisions of the Rights Agreement granting the stock purchase
rights without the approval of the holders of our common stock.
At any time after the stock purchase rights become exercisable,
we or our board of directors may amend the Rights Agreement in
any manner consistent with and for the purpose of fulfilling the
objectives of the board of directors in originally adopting the
Rights Agreement.
Stockholder Action
Unless otherwise required pursuant to the Delaware General
Corporation Law, so long as a quorum is present, stockholders
may take action required or permitted by statute at an annual or
special meeting by the affirmative vote of the holders of a
majority of the shares present at that meeting. Our bylaws
permit any action that may be taken at a stockholders' meeting
to be taken without a meeting if a written consent is delivered
to us, signed by the holders of outstanding stock having not
less than the minimum number of votes necessary to authorize or
take the action at a meeting at which all shares entitled to
vote on the action were present and voted.
Special Meetings of Stockholders
Our bylaws provide that a special meeting of our
stockholders may be called only by our chairman of the board or
the board of directors. Only business which is brought before
the meeting pursuant to the notice of special meeting shall be
conducted at any special meeting. If, pursuant to the notice of
special meeting, nominations of persons for election to our
board of directors are to be made at the meeting, such
nominations may be made:
+ at the direction of our board of directors, or
+ by any stockholder who delivered notice of such nomination
to our secretary (i) not more than 90 nor less than 60 days
prior to the special meeting, or (ii) by the 10th day
following the day on which the date of the special meeting
and the nominations proposed by our board of directors are
announced.
Annual Meetings of Stockholders: Advance Notice Requirements
for Stockholder Proposals and Director Nominations
Our bylaws require stockholders who want to bring business
before an annual meeting of stockholders to provide timely
written notice to our corporate secretary. A stockholder who
desires to make nominations for directors at an annual meeting
of stockholders called by the board of directors for the purpose
of electing directors also must provide timely written notice to
the secretary. In each case, to be timely, the notice must be:
+ delivered to our principal executive offices not less than
60 nor more than 90 days prior to the first anniversary of
the date of the preceding year's annual meeting; or
+ if the date of the annual meeting is advanced more than 30
days or delayed more than 60 days from the date of the
preceding year's annual meeting, delivered to our principal
executive officers not earlier than the 90th day prior to
the current year's annual meeting and not later than the
60th day prior to such annual meeting or the 10th day after
public announcement of such meeting is first made.
Our bylaws also specify requirements as to the content of the
notice of a stockholder proposal or nomination of a director.
These provisions may have the effect of keeping
stockholders from bringing matters before annual and special
meetings of our stockholders.
Reservation of Powers
In our certificate of incorporation, we reserve the right,
to the extent permitted by statute, to amend, alter, change or
repeal any provision of our certificate of incorporation, to
merge, to sell our assets or to take any other action.
Additionally, pursuant to our certificate of incorporation, our
board of directors has the power to adopt, amend or repeal our
bylaws. All rights of our stockholders are granted subject to
these reservations of power. These provisions may have the
effect of allowing the amendment of our certificate of
incorporation or our bylaws, including provisions affecting the
rights and obligations or our stockholders, without the approval
of our stockholders.
Authorized But Unissued Shares
The authorized but unissued shares of our common stock are
available for future issuance by our board of directors without
stockholder approval. These additional shares may be utilized
for a variety of corporate purposes, including future public
offerings to raise additional capital, corporate acquisitions
and employee benefit plans. The existence of authorized but
unissued shares of common stock and preferred stock could render
more difficult or discourage an attempt to obtain control of us
by means of a proxy contest, tender offer, merger or otherwise.
Anti-Takeover Effects of Certain Provisions of Delaware Law
Some Delaware law provisions may make it more difficult for
someone to acquire us through a tender offer, proxy contest or
otherwise.
Section 203 of the Delaware General Corporation Law
provides that, subject to certain stated exceptions, an
"interested stockholder" is any person (other than the
corporation and any direct or indirect majority-owned
subsidiary) and the affiliates and associates of any person who
(i) owns 15% or more of the outstanding voting stock of the
corporation, or (ii) is an affiliate or associate of the
corporation and was the owner of 15% or more of the outstanding
voting stock of the corporation at any time within the three-
year period immediately prior to the date on which it is sought
to be determined whether such person is an interested
stockholder. A corporation may not engage in a business
combination with any interested stockholder for a period of
three years following the time that such person became an
interested stockholder unless:
+ prior to such time the board of directors of the
corporation approved either the business combination
or transaction which resulted in the stockholder
becoming an interested stockholder;
+ upon consummation of the transaction which resulted in
the stockholder becoming an interested stockholder,the
interested stockholder owned at least 85% of the
voting stock of the corporation outstanding at the
time the transaction commenced, excluding shares owned
by persons who are directors and also officers and
employee stock plans in which participants do not have
the right to determine confidentially whether shares
held subject to the plan will be tendered in a tender
or exchange offer; or
+ at or subsequent to such time the business combination
is approved by the board of directors and authorized at
an annual or special meeting of stockholders, and not
by written consent, by the affirmative vote of 66 2/3%
of the outstanding voting stock which is not owned by
the interested stockholder.
The effect of these provisions may make a change in control
of our business more difficult by delaying, deferring or
preventing a tender offer or other takeover attempt that a
stockholder might consider in its best interest. This includes
attempts that might result in the payment of a premium to
stockholders over the market price for their shares. These
provisions also may promote the continuity of our management by
making it more difficult for a person to remove or change the
incumbent members of the board of directors.
Limitations on Liability and Indemnification of Officers and
Directors
Our certificate of incorporation provides that, to the
fullest extent authorized by the Delaware General Corporation
Law, each person who is or was a director, officer, employee or
agent of our company and any person who is or was serving in
such a capacity for another corporation at the request of our
company shall be indemnified against any liability or expense
incurred by reason of the fact that the person is or was a
director, officer, employee or agent of our company, if the
person acted in good faith and in, or not opposed to, our best
interests, and, with respect to any criminal action, had no
reasonable cause to believe his conduct was unlawful. Our
bylaws also contain indemnification provisions similar to and
consistent with those described above. To this end, we have
entered into an Indemnification Agreement dated June 3, 1997
with the members of our board of directors.
Our certificate of incorporation further provides that
directors of our company shall not be personally liable to us or
our stockholders for monetary damages for breach of fiduciary
duty, except for liability for:
+ any breach of the duty of loyalty to us or our stockholders;
+ acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law;
+ under Section 174 of the Delaware General Corporation Law;or
+ any transaction from which the director derived an improper
personal benefit.
Under Section 145 of the Delaware General Corporation Law,
a corporation may indemnify a director, officer, employee or
agent of the corporation against liability actually and
reasonably incurred 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 corporation. In connection with a
criminal proceeding, a corporation may indemnify any director,
officer, employee or agent who had no reasonable cause to
believe his or her conduct was unlawful. However, in actions
brought by or in the right of a corporation, the Delaware
General Corporation Law allows indemnification of a person
adjudged to be liable to the corporation if and only to the
extent that a court determines upon application that, despite
the adjudication of liability but in view of all of the
circumstances of the case, the person is fairly and reasonably
entitled to indemnity for such expenses which the court shall
deem proper.
We maintain directors' and officers' liability insurance
coverage to insure our directors and officers against
liabilities that are not subject to indemnification under our
certificate of incorporation.
Item 2. Exhibits.
Exhibit Description of Exhibit
No.
1. Certificate of Incorporation of Intergraph
Corporation, as amended (restated electronically
for SEC filing purposes)
2. Bylaws of Intergraph Corporation (Incorporated
by reference to Exhibit 3.1 to Form 8-K dated
April 8, 2002)
3. Specimen Common Stock Certificate
4. Amended and Restated Rights Agreement dated
March 5, 2002 between Intergraph Corporation and
Computershare Investor Services, LLC as Rights
Agent (Incorporated by Reference to Exhibit 4 to
Form 8-K dated March 8, 2002)
SIGNATURES
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the Registrant has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereto duly authorized.
INTERGRAPH CORPORATION
October 28,2002
By:/s/James F. Taylor, Jr.
_________________________________
James F. Taylor, Jr.
Chief Executive Officer
EXHIBIT INDEX
Exhibit Description of Exhibit
No.
1. Certificate of Incorporation of Intergraph Corporation,
as amended (restated electronically for SEC filing purposes)
2. Bylaws of Intergraph Corporation (Incorporated by reference
to Exhibit 3.1 to Form 8-K dated April 8, 2002)
3. Specimen Common Stock Certificate
4. Amended and Restated Rights Agreement dated March 5, 2002
between Intergraph Corporation and Computershare Investor
Services, LLC as Rights Agent (Incorporated by Reference
to Exhibit 4 to Form 8-K dated March 8, 2002)