-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, RVkFUrOShKRrt9NAEecDugVhXZUi66kRKsKvdKiPkZoA2TNY/fQBDzPqUXACNPeX MDPWoweD14S5i1WU19ffuA== 0000351145-95-000001.txt : 19950111 0000351145-95-000001.hdr.sgml : 19950111 ACCESSION NUMBER: 0000351145-95-000001 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19950110 EFFECTIVENESS DATE: 19950129 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERGRAPH CORP CENTRAL INDEX KEY: 0000351145 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER TERMINALS [3575] IRS NUMBER: 630573222 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-57211 FILM NUMBER: 95500862 BUSINESS ADDRESS: STREET 1: THIGPEN HQ011 #9384 CITY: HUNTSVILLE STATE: AL ZIP: 35894-0001 BUSINESS PHONE: 2057302000 S-8 1 As filed with the Securities and Exchange Commission on January 10, 1995 Registration No. 33-__________ =============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------------- FORM S-8 Registration Statement Under The Securities Act of 1933 ----------------------------- INTERGRAPH CORPORATION (Exact Name of Issuer as Specified in Its Charter) DELAWARE 63-0573222 (State of Incorporation) (IRS Employer Identification No.) One Madison Industrial Park Huntsville, Alabama 35894-0001 (Address of Principal Executive Offices) ----------------------------- INTERGRAPH CORPORATION ASSUMPTION OF OPTIONS UNDER INTERCAP GRAPHICS SYSTEMS, INC. 1989 STOCK OPTION PLAN and 1994 NONQUALIFIED STOCK OPTION PROGRAM (Full Title of the Plan) John W. Wilhoite Vice President Intergraph Corporation One Madison Industrial Park Huntsville, Alabama 35894-0001 (Name and Address of Agent for Service) (205) 730-2000 (Telephone Number, including area code, of Agent for Service) ------------------------------- CALCULATION OF REGISTRATION FEE =============================================================================== Title of Proposed Proposed Securities Amount Maximum Maximum Amount of Being Being Offering Price Aggregate Registration Registered Registered Per Share (1) Offering Price (1) Fee - ------------------------------------------------------------------------------- Common Stock (par value $.10 148,718 $9.625 $1,431,410.75 $493.59 per share) - ------------------------------------------------------------------------------- (1) Pursuant to Rule 457, the offering price is estimated solely for the purpose of determining the registration fee and is based on the average of the bid and asked prices of the Common Stock on January 4, 1995. =============================================================================== PART I EXPLANATORY NOTE ---------------- This Registration Statement relates to the offering by Intergraph Corporation (the "Company") of a maximum of 148,718 shares of common stock, $.10 par value, of the Company ("Company Common Stock") to holders of options ("Options") originally granted by Intercap Graphics Systems, Inc. ("Intercap") to purchase shares of Intercap common stock, $.01 par value ("Intercap Common Stock"), pursuant to Intercap's 1989 Stock Option Plan and its 1994 Nonqualified Stock Option Program (the "Intercap Plans"). Pursuant to an Agreement and Plan of Reorganization, dated as of September 30, 1994, as amended, among the Company, Intergraph DC Corporation - - Subsidiary 7, a wholly owned subsidiary of the Company ("Intergraph Sub"), and Intercap, Intergraph Sub will be merged with and into Intercap, and Intercap will survive as a wholly owned subsidiary of the Company (the "Merger"). At the effective time of the Merger, the Company will assume all of the then outstanding Options granted under the Intercap Plans, and Company Common Stock will be substituted for the Intercap Common Stock previously covered by the assumed options. A prospectus meeting the requirements of Part I of Form S-8 and containing the statement required by Item 2 of Form S-8 has been prepared. Such prospectus is not included in this Registration Statement but will be delivered to all participants in the Plan pursuant to Rule 428(b)(1) under the Securities Act of 1933, as amended. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT -------------------------------------------------- Item 3. Incorporation of Documents by Reference. The following documents previously filed with the Commission by the Company are incorporated herein by reference and made a part hereof: (1) The Company's Annual Report on Form 10-K for the year ended December 31, 1993, as amended by the Form 10-K/A Amendment No. 1 filed by the Company on December 1, 1994 and the Form 10-K/A Amendment No. 2 filed by the Company on December 9, 1994; (2) The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1994, filed May 12, 1994, as amended by the Form 10-Q/A Amendment No. 1 filed by the Company on December 1, 1994 and the Form 10-Q/A Amendment No. 2 filed by the Company on December 9, 1994; (3) The Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1994, filed August 11, 1994 as amended by the Form 10-Q/A Amendment No. 1 filed by the Company on December 1, 1994; (4) The Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1994, filed October 26, 1994; (5) The description of the Company's Common Stock contained in Intergraph's Form 8-A Registration Statement filed on May 1, 1981, as amended by the Form 8 filed by the Company on July 23, 1986; (6) The Company's Current Report on Form 8-K filed August 25, 1993; and (7) The Company's definitive Proxy Statement for the Annual Meeting of Stockholders held May 12, 1994. Each document or report subsequently filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to the termination of the offering of the Company Stock shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such document. Any statement contained herein, or in a document all or a portion of which is 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 other subsequently filed document which also is or 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. Interest of Named Experts and Counsel. Not applicable. Item 6. Indemnification of Directors and Officers. Article VIII(d) of the Certificate of Incorporation of the Company permits indemnification of directors and officers to the full extent permitted by the Delaware General Corporation Law. Article IX of the Certificate of Incorporation of the Company eliminates a director's personal liability for monetary damages for breaches of his fiduciary duty, except for liability for: (a) breaches of the duty of loyalty to the Company or its shareholders, (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. Liability arising out of acts or omissions which occurred before the enactment of Article IX are not covered by the provision. Article IX of the Certificate of Incorporation of the Company also authorizes the Company to indemnify an officer, director, employee, or agent of the Company for all expenses, liability, and losses incurred in connection with any action, suit, or proceeding in which he is or was a party or is threatened to be made a party by reason of the fact that he is or was an officer or director of the Company, 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. This provision permits indemnification only upon a finding by the disinterested directors or the shareholders that he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Company. Article IX also authorizes the Company to advance litigation expenses to an officer or director prior to the final disposition of the action. The making of such advance is conditioned upon the officer or director giving the Company an undertaking to repay the amount advanced if indemnification is ultimately deemed unavailable. If indemnification or advancement of expenses is authorized, it will not exclude any rights to indemnification or advancement of expenses which a director, officer, employee, or agent may have under a by-law, agreement, board or shareholder resolution, 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 heirs, executors, and administrators. Section 145 of the Delaware General Corporation Law permits indemnification by the Company of any director, officer, employee or agent of the Company or person who is serving or was serving at the Company's request as a director, officer, employee or agent of another corporation or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred by him in connection with the defense of any threatened, pending or completed action (whether civil, criminal, administrative or investigative), to which he is or may be a party by reason of having been such director, officer, employee or agent, provided that he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, he had no reasonable cause to believe his conduct was unlawful. The Company also has the power under Section 145 to indemnify the persons identified above from threatened, pending or completed actions or suits by or in the right of the Company to procure a judgment in its favor by reason of the fact that such person was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or enterprise against expenses actually and reasonably incurred by him in connection with the defense or settlement of the action if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the Company, 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 for negligence or misconduct in the performance of his duty to the Company 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. Any indemnification (unless ordered by a court) must be made by the Company only as authorized in the specific case upon a determination that indemnification of the person is proper under the circumstances because he has met the applicable standards of conduct. The determination must be made by the Board of Directors by a majority vote of a quorum consisting of directors who are not parties to the action, or if a quorum is not obtainable or, even if obtainable, a quorum of disinterested directors so directs, by independent counsel in a written opinion, or by the stockholders. The Company 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 Company as authorized by law. Article IX of the registrant's Bylaws provides for indemnification of the registrant's directors, officers, employees or agents to the extent permitted by Section 145 of the Delaware General Corporation Law. Article IX 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. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Commission 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 Company of expenses incurred or paid by a director, officer or controlling person of the Company 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 Company 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. Item 7.Exemption from Registration Claimed. Not applicable. Item 8.Exhibits. The following exhibits are filed herewith or incorporated by reference herein as part of this Registration Statement: Sequential Description - ---------- ------------------------------------------------------------------ Exhibit - ------- 3(a) Certificate of Incorporation of the Company (Incorporated by reference to exhibits filed with the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1984, File No. 0-9722). 3(b) Certificate of Amendment to Certificate of Incorporation of the Company (Incorporated by reference to exhibits filed with the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1987, File No. 0-9722). 3(c) Bylaws of the Company (Restated as of August 11, 1993) (Incorporated by reference to exhibits filed with the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1993, File No. 0-9722). 4(a) Agreement and Plan of Reorganization, dated as of September 30, 1994, between the Company, Intergraph DC Corporation - Subsidiary 7 ("Intergraph Sub"), and InterCAP Graphics Systems, Inc. ("InterCAP") (Incorporated by reference to exhibits filed with the Company's Registration Statement on Form S-4, Registration No. 33-85740, filed on October 28, 1994, File No. 0-9722). 4(b) Amendment No. 1 to Agreement and Plan of Reorganization, dated as of December 7, 1994, between the Company, Intergraph Sub and InterCAP (Incorporated by reference to exhibits filed with Pre-Effective Amendment No. 3 to the Company's Registration Statement on Form S-4, Registration No. 33-85740, filed on December 8, 1994, File No. 0-9722). 4(c) Intercap Graphics Systems, Inc. 1989 Stock Option Plan. 4(d) Intercap Graphics Systems, Inc. 1994 Nonqualified Stock Option Program. 4(e) Shareholder Rights Plan, dated August 25, 1993 (Incorporated by reference to exhibits filed with the Company's Current Report on Form 8-K dated August 25, 1993, File No. 0-9722). 5 Opinion and Consent of B. Judson Hennington III as to the validity of the shares of the Company's Common Stock. 23(a) Consent of B. Judson Hennington III (included in the opinion in Exhibit 5). 23(b) Consent of Ernst & Young LLP. Item 9. Undertakings. a. The undersigned 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 of 1933, 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. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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 the initial bona fide offering thereof. c. Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 Securities and Exchange Commission 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 ---------- The Registrant. Pursuant to the requirements of the Securities Act of 1933, 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 January 9, 1995. INTERGRAPH CORPORATION By: ------------------------------------ James W. Meadlock Chairman and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated. Signature Title Date - --------------------------- -------------------------------- ---------------- /s/ James W. Meadlock Chairman of the Board, Chief January 9, 1995 - --------------------------- Executive Officer and Director James W. Meadlock (Principal Executive Officer) /s/ Larry J. Laster Executive Vice President, Chief January 9, 1995 - --------------------------- Financial Officer and Director Larry J. Laster (Principal Financial Officer) /s/ Roland E. Brown Director January 9, 1995 - -------------------------- Roland E. Brown /s/ Nancy B. Meadlock Executive Vice President and January 9, 1995 - -------------------------- Director Nancy B. Meadlock /s/ Keith H. Schonrock, Jr. Director January 9, 1995 - --------------------------- Keith H. Schonrock, Jr. /s/ James F. Taylor, Jr. Director January 9, 1995 - -------------------------- James F. Taylor, Jr. /s/ Robert E. Thurber Executive Vice President and January 9, 1995 - -------------------------- Director Robert E. Thurber /s/ John W. Wilhoite Vice President and Controller January 9, 1995 - -------------------------- (Principal Accounting Officer) John W. Wilhoite INDEX TO EXHIBITS Sequential Exhibit Description Page Number - ---------- ------------------------------------------------------ ----------- 3(a) Certificate of Incorporation of the Company (Incorporated by reference to exhibits filed with the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1984, File No. 0-9722). 3(b) Certificate of Amendment to Certificate of Incorporation of the Company (Incorporated by reference to exhibits filed with the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1987, File No. 0-9722). 3(c) Bylaws of the Company (Restated as of August 11, 1993) (Incorporated by reference to exhibits filed with the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1993, File No. 0-9722). 4(a) Agreement and Plan of Reorganization, dated as of September 30, 1994, between the Company, Intergraph DC Corporation - Subsidiary 7 ("Intergraph Sub"), and InterCAP Graphics Systems, Inc. ("InterCAP") (Incorporated by reference to exhibits filed with the Company's Registration Statement on Form S-4, Registration No. 33-85740, filed on October 28, 1994, File No. 0-9722). 4(b) Amendment No. 1 to Agreement and Plan of Reorganization, dated as of December 7, 1994, between the Company, Intergraph Sub and InterCAP (Incorporated by reference to exhibits filed with Pre-Effective Amendment No. 3 to the Company's Registration Statement on Form S-4, Registration No. 33-85740, filed on December 8, 1994, File No. 0-9722). 4(c) Intercap Graphics Systems, Inc. 1989 Stock Option Plan. 4(d) Intercap Graphics Systems, Inc. 1994 Nonqualified Stock Option Program. 4(e) Shareholder Rights Plan, dated August 25, 1993 (Incorporated by reference to exhibits filed with the Company's Current Report on Form 8-K dated August 25, 1993, File No. 0-9722). 5 Opinion and Consent of B. Judson Hennington III as to the validity of the shares of the Company's Common Stock. 23(a) Consent of B. Judson Hennington III (included in the opinion in Exhibit 5). 23(b) Consent of Ernst & Young LLP. EX-4.C 2 EXHIBIT 4(c) INTERCAP GRAPHICS SYSTEMS, INC. 1989 STOCK OPTION PLAN InterCAP Graphics Systems, Inc., a Delaware corporation (the "Company"), in order to retain and attract personnel for positions of responsibility with the Company and its subsidiaries and to provide an additional incentive to such personnel by offering them an opportunity to obtain a proprietary interest in the Company, hereby authorizes options to be granted to eligible employees (as hereinafter defined) of the Company and its subsidiaries to purchase shares of Common Stock of the Company ("shares") upon the terms and conditions described below in this InterCAP Graphics Systems, Inc., 1989 Stock Option Plan (the "Plan"). 1. Administration of the Plan. The Plan shall be administered, and the options under the Plan shall be granted, by the Compensation Committee of the Company (the "Committee") as appointed by the Board of Directors of the Company. The members of the Committee shall serve, without compensation, at the pleasure of the Board. Subject to the provisions of the Plan, the Committee shall be authorized to interpret the Plan and the options granted under the Plan, to establish, amend and rescind any rules and regulations relating to the Plan, to determine the terms and provisions of the options described in Section 4 hereof, and to make all other decisions necessary or advisable for the administration of the Plan. The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan or in any option in the manner and to the extent the Committee deems desirable to carry it into effect. Any decision of the Committee in the administration of the Plan, as described herein, shall be final and conclusive. The Committee may act only by a majority of its members in office, except that the members thereof may authorize any one or more of their number or any officer of the Company to execute and deliver documents on behalf of the Committee. No member of the Committee shall be liable for anything done or omitted to be done by him or by any other member of the Committee in connection with the Plan, except for his own willful misconduct or as expressly provided by statute. 2. Number of Shares Subject to Option. The aggregate number of shares which may be issued under the Plan is 255,590 shares of Common Stock of the Company. Such shares may be either authorized but unissued or reacquired shares. If the Company effects one or more stock splits, stock dividends, combinations, exchanges of shares or similar capital adjustments, the number and kind of shares with respect to which options may be granted under the Plan, the number and kind of shares subject to each outstanding option and the option price per share under each such option shall be proportionately and appropriately adjusted by the Committee so that each optionee shall be entitled to receive such number of shares or other securities which the optionee would have been entitled to receive had the option been exercised prior to the occurrence of such event. If any option granted under the Plan, or any portion thereof, shall expire or terminate for any reason without having been exercised in full, the shares with respect to which it has not been exercised shall be available for further options under the Plan. Under this Plan and under all stock option plans of the Company and its parent and subsidiary corporations, the aggregate fair market value (determined at the time the option is granted) of the shares with respect to which incentive stock options are exercisable for the first time by the optionee during any calendar year shall not exceed $100,000. 3. Eligible Employees. Options may be granted only to officers, other employees, or consultants of the Company and of such other corporations as are subsidiary corporations of the Company at the time of grant who, in the judgment of the Committee, are in a position to contribute significantly to the Company's success ("eligible employees"). The Committee is hereby given the authority to select the particular eligible employees to whom options under the Plan are to be granted, to determine the number of shares to be optioned to each such employee and the exercise period of such options, and to grant one or more options under the Plan to any such employee from time to time. Nothing in the Plan or in any option granted under the Plan shall confer any rights on any officer or other employee to continue in the employ of the Company or any of its subsidiary corporations or shall interfere in any way with the right of the Company or any of its subsidiary corporations, as the case may be, to determine his employment at any time. 4. Terms of Options. Options granted under the Plan, irrespective of the date of grant thereof, may be "incentive stock options" meeting the requirements for such options prescribed by Section 422A of the Internal Revenue Code, as amended, or may be options not so qualifying as incentive stock options ("nonqualified options"). The determination as to whether or not an option granted under the Plan shall be an incentive stock option shall be made by the Committee. Each option granted under the Plan shall comply with the following terms and conditions: (a) The option price shall not be less than the fair market value of the shares subject to the option at the time the option is granted, as determined in good faith by the Committee, or less than the par value of the shares. In the case of incentive stock options granted to an employee owning stock which represents more than 10% of the voting power of all classes of the Company's stock, the option price shall not be less than 110% of the fair market value of the shares subject to such option at the time the option is granted, as determined in good faith by the Committee. (b) The option shall not be transferable by the optionee otherwise than by will or the laws of descent and distribution, and shall be exercisable during his lifetime only by him. (c) An option shall not be exercisable (i) after the expiration of ten years from the date it is granted, or in the case of incentive stock options granted to an employee owning stock which represents more than 10% of the voting power of all classes of the Company's stock, after the expiration of five years from the date it is granted; (ii) unless the shares subject to the option are registered under the Securities Act of 1933, as amended, and applicable state laws or the Company shall be satisfied that the issuance of shares upon exercise will be exempt from registration under said Act and applicable state laws; (iii) unless written notice of exercise, in form satisfactory to the Committee, is given to the Company; (iv) unless the person exercising the option has been, at all times during the period beginning with the date of the granting of the option and ending on the date of such exercise, an officer or employee of the Company or of one of its subsidiary corporations, or of a corporation or a parent or subsidiary or a corporation assuming the option in a transaction to which Section 425(a) of the Code applies, except (A) if such person shall cease to be such an officer or employee by reason of his disability or retirement under an approved retirement program of the Company or subsidiary thereof or by reason of his involuntary termination by the Company without cause while holding an option which has not expired and has not been fully exercised, such person, at any time within ninety (90) days of the date he ceased to be such an officer or employee (but in no event after the option has expired under the provisions of Paragraph 4(c)(i) hereof or, if earlier, under the provisions of the option) may exercise the option with respect to any shares as to which he could have exercised the option on the date he ceased to be such an officer or employee, or (B) if any person to whom an option has been granted shall die holding an option which has not been fully exercised, his estate or any person who acquired the right to exercise the option by bequest or inheritance or by reason of the death of such person may, at any time within one year after the date of such death (but in no event after the option has expired under the provisions of Paragraph 4(c)(i) hereof or, if earlier, under the provisions of the option) exercise the option with respect to any shares as to which the decedent could have exercised the option at the time of his death; and (v) unless the person exercising the option makes payment to the Company in full in United States dollars by cash or check of such amount as is sufficient to satisfy to Company's obligation, if any, to withhold federal, state and local taxes by reason of such exercise or makes such other arrangement satisfactory to the Committee as will enable the Company to satisfy such obligation. (d) Each option granted under the Plan shall be evidenced by an instrument in such form as the Committee shall prescribe from time to time in accordance with the Plan and all applicable laws and regulations and shall be subject to such terms and conditions relating to the time at which the option may first be exercised and the number of shares with respect to which it may thereafter be exercised from time to time (for example, in cumulative annual or other periodic installments), and to such additional terms and conditions not inconsistent with the Plan or applicable laws and regulations, as the Committee may in its discretion determine. Each option granted under the Plan shall require that the person exercising the option shall, at the time notice of exercise is given pursuant to Section 4(c)(iii) hereof, make full payment in United States dollars by cash or certified bank cashier's check of the option exercise price of the shares being acquired. (e) The Committee is authorized in its discretion and with the consent of the optionee to make amendments, not in conflict with the Plan or any applicable law or regulation, in the terms of any option granted under the Plan. 5. Interpretation. The words "employee", "own", "outstanding", and "disposition", the term "subsidiary corporation" and any other words or terms used in the Plan or in the options granted under the Plan which are defined or used in Sections 422A or 425 of the Code shall, unless the context clearly requires otherwise, have the meanings assigned to them therein, irrespective of whether or not such options are incentive stock options. 6. Amendment. The Plan may be amended at any time and from time to time by the Board of Directors of the Company, but no amendment (i) altering the definition of eligible employees, (ii) increasing the aggregate number of shares which may be issued under options granted pursuant to the Plan affecting this sentence, (iii) reducing the minimum option price, or (iv) increasing the maximum term of options, or any other amendment requiring shareholder approval under the Delaware General Corporation Law or the Code, shall be effective unless the same be approved by the stockholders of the Company not later than the date 12 months after the Board adopts the amendment (or such earlier date as may be required by the Delaware General Corporation Law). No amendment of the Plan shall alter or impair any of the rights or obligations of any person, without his consent, under any option theretofore granted under the Plan. 7. Termination. The Plan shall terminate upon the earlier of the following dates or events to occur: (a) Upon the adoption of a resolution of the Board of Directors of the Company terminating the Plan; or (b) On the day preceding the tenth anniversary of the date on which the Plan is adopted by the Board of Directors of the Company. No termination of the Plan shall alter or impair any of the rights or obligations of any person, without his consent, under any option theretofore granted under the Plan. EX-4.D 3 EXHIBIT 4(d) INTERCAP GRAPHICS SYSTEMS INC. 1994 NONQUALIFIED STOCK OPTION PROGRAM 1. Purpose. This program (the "Program") is adopted to reward certain employees and officers of InterCAP Graphics Systems Inc., a Delaware corporation (the "Company") for past service and to induce those persons to remain in the employ of the Company following its merger (the "Merger") with Intergraph DC Corporation - - Subsidiary 7 ("Intergraph Sub"), a Delaware corporation and a wholly-owned subsidiary of Intergraph Corporation ("Intergraph"), a Delaware corporation. 2. Administration of the Program. The Program shall be administered by the Board of Directors; provided, however, that to the extent required by Rule 16b-3 of the Securities and Exchange Commission ("Rule 16b-3") under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with respect to specific grants of options, the Program shall be administered by a disinterested administrator or administrators within the meaning of Rule 16b-3. Subject to the provisions of the Program, the Board shall have full and final authority, in its discretion, to take any action with respect to the Program. No member of the Board of Directors or the Board shall be liable for any action or determination made in good faith with respect to the Program or any option or right granted under it. 3. Effective Date. The effective date of the Program is September [26], 1994. Options may be granted under the Program on and after the effective date, but not after September [25], 2004. 4. Options; Shares of Stock Subject to the Program. Only options which are not intended to qualify as incentive stock options under Section 422 of the Internal Revenue Code of 1986 ("nonqualified options") may be granted under the Program. For purposes of the Program, 391,562 shares of Common Stock of the Company, par value $.01 per share (the "Shares") may be issued pursuant to the exercise of options granted hereunder (subject to adjustment as provided below), and the Company has reserved sufficient authorized Shares to provide for the exercise of such options. Any Share subject to an option which, for any reason, expires or is terminated unexercised may not be subjected to another option granted hereunder. 5. Eligibility for Nonqualified Stock Options. An option may be granted under this Program only to an individual who satisfies all of the following eligibility requirements on the date the option is granted: (a) the individual is an employee or officer of the Company or a related corporation; (b) the individual holds options to acquire Shares granted pursuant to the Company's 1989 Stock Option Plan (the "1989 Plan"); and (c) the individual, being otherwise eligible under this Paragraph 5, is selected by the Board as an individual to whom an option shall be granted (an "Optionee"). Nothing herein shall confer upon any Optionee any right to continue in the employ of the Company or a related corporation or to interfere in any way with the right of the Company or a related corporation to terminate such employment at any time. 6. Option Price. The price per share at which an option may be exercised (the "option price") shall be established by the Board. 7. Stock Option Agreement. The grant of any option under the Program shall be evidenced by the execution of an agreement (the "Agreement") between the Company and the Optionee in the form attached hereto as Exhibit A. Such Agreement shall also set forth the restrictions, if any, to which Shares purchased thereunder shall be subject, and such other terms and conditions as the Board in its discretion shall determine are consistent with the provisions of the Program and applicable law and regulations. Reference is made to the form of Agreement attached hereto for the terms and conditions of the Program relating to when an option shall be considered to be granted, the period during which an option may be exercised and the procedure which shall govern the exercise of each option granted under the Program. 8. Nontransferability of Options. No option shall be assignable or transferable by the Optionee except as may be specifically provided to the contrary in the Agreement. 9. Dilution or Other Adjustments. The Shares subject to any option granted pursuant to this Program shall be subject to adjustment as provided in the Agreement upon any change in the outstanding shares of common stock of Intergraph following the Merger. 10. Restriction of Shares. The Company may impose such restrictions on any Shares purchased under the Program as it may deem advisable, including, without limitation, under the Securities Act of 1933, as amended, and under any blue sky or securities laws applicable to such Shares. 11. Amendment or Termination. The Program may be amended or terminated by action of the Board; provided, that: (a) any change in (i) the aggregate number of Shares which may be issued under the Program (other than changes described in Paragraph 9), (ii) the description of the class of employees eligible to receive options under the Program, or (iii) the expiration date of the Program to a date after September [25], 2004, shall be made only with the approval of holders of a majority of all of the shares of capital stock of the Company that are entitled to vote thereon, obtained within twelve months before or after the Board adopts a resolution authorizing any of the preceding actions; (b) no option shall be adversely affected by a subsequent amendment or termination of the Program; and (c) no option shall be amended without the consent of the Optionee. 12. Applicable Law. Except as otherwise provided herein, the Program shall be construed and enforced according to the laws of the State of Delaware. SUGGESTED RESOLUTIONS FOR THE BOARD OF DIRECTORS OF INTERCAP GRAPHICS SYSTEMS, INC. --------------------------------- WHEREAS, the Company has received a bid for the sale of the Company to Intergraph Corporation ("Intergraph"), a Delaware corporation, in a transaction in which the Company would become a wholly-owned subsidiary corporation of Intergraph through a merger of an existing subsidiary of Intergraph, Intergraph DC Corporation - - Subsidiary 7, a Delaware corporation (the "Intergraph Sub"), with and into the Company (the "Merger") on the terms and subject to the conditions set forth in the form of the Agreement and Plan of Reorganization (the "Merger Agreement") by and among the Company, Intergraph and the Intergraph Sub distributed to the Directors in advance of the meeting; WHEREAS, following discussion by the Directors of the information presented at this meeting and at prior meetings of the Board of Directors concerning the proposed transaction, and upon their review of the materials presented and reviewed at this meeting, the Board of Directors deems it desirable and in the best interest of the Company and of the stockholders to authorize and direct the officers of the Company to execute and deliver the Merger Agreement in order to preserve and realize the value of the offer presented and the transaction negotiated on behalf of the stockholders of the Company; and WHEREAS, the Board of Directors deems it desirable and in the best interest of the Company and of the stockholders to authorize and direct the officers of the Company to execute and deliver such additional agreements and instruments ancillary to the execution and delivery of the Merger Agreement and to take such additional actions as are necessary or appropriate in connection with the Merger; NOW, THEREFORE, BE IT RESOLVED, that the Merger is hereby approved and the Merger Agreement is hereby adopted and approved, and the Board of Directors hereby directs that consideration of the Merger and the Merger Agreement be submitted for adoption and approval by the stockholders of the Company as soon as practicable; FURTHER RESOLVED, that the President of the Company, and such additional officers of the Company as he may designate (the President and such additional officers are sometimes referred to as the "Authorized Officers"), are hereby authorized and directed to execute and deliver for and on behalf of the Company, and to cause its subsidiary corporations as appropriate (the "Subsidiaries"), to execute and deliver the Merger Agreement in substantially the form reviewed by the Directors in connection with this meeting, and with such additional terms and conditions as the Authorized Officers shall in their discretion approve, such approval to be evidenced conclusively by their execution and delivery thereof; FURTHER RESOLVED, that the Authorized Officers are hereby authorized and directed to execute and deliver for and on behalf of the Company, and further to cause the Subsidiaries to execute and deliver, such additional and ancillary agreements, instruments, documents or certificates, and to execute and deliver such other documents described in or attached as an exhibit to the Merger Agreement, as the Authorized Officers may in their discretion determine to be necessary, proper or convenient; and that the Authorized Officers are hereby authorized and directed to execute and cause to be filed on behalf of the Company, and further to cause the Subsidiaries to execute and cause to be filed, all necessary or appropriate certificates, including but not limited to executing and filing upon stockholder approval of the Merger a Certificate of Merger in the form attached as an Exhibit to the Merger Agreement, and requests for approvals required of all governmental authorities to consummate the transactions contemplated by the Merger Agreement, on such forms and with such terms as specified in the Merger Agreement or as otherwise determined by such officers in their discretion to be necessary, proper or convenient; FURTHER RESOLVED, that the Authorized Officers are hereby authorized and directed to execute and deliver for and on behalf of the Company an agreement by and between the Company and certain of the holders of the issued and outstanding shares of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock of the Company (the "Preferred Stock Agreement"), in substantially the form as reviewed by the Directors in connection with this meeting; that the resolution set forth in the form of Certificate of Amendment to the Certificate of Incorporation of the Company (the "Amendment") which appears as an Exhibit to the Preferred Stock Agreement be and hereby is adopted and approved; that such Amendment be submitted for adoption and approval by the stockholders of the Company as soon as practicable; and that, upon approval by the stockholders of the Amendment, the Authorized Officers are hereby authorized and directed to execute and cause the Amendment to be filed on behalf of the Company with the Secretary of State of Delaware; FURTHER RESOLVED, that, the resolution adopted by the Board of Directors on March 1, 1991, authorizing the grant of options for shares of Common Stock remaining for grant under the InterCAP Graphics Systems, Inc. 1989 Employee Stock Option Plan (the "Plan") in the event of a change of control of the Company, to be made on a pro rata basis among then outstanding options at a weighted average exercise price of all options then outstanding, shall be and hereby is rescinded, and that, from and as of the date hereof, no new options shall be granted under the Plan, and all shares of Common Stock reserved for issuance pursuant to options granted under the Plan that have not been allocated to options granted prior to this date, being 391,562 shares, shall be and hereby are released from reservation under the Plan; FURTHER RESOLVED, that there is hereby adopted the InterCAP Graphics Systems, Inc. 1994 Nonqualified Stock Option Program (the "Program"), in the form of such Program and accompanying form of Nonqualified Stock Option Agreement (the "NQSO Agreement") attached hereto as Schedule A, and in connection with the adoption of the Program, there are hereby reserved for issuance under the Program a total of 391,562 shares of Common Stock of the Company; FURTHER RESOLVED, that there are hereby granted pursuant to the Program options to acquire up to 391,562 shares of Common Stock of the Company to the individuals listed on Schedule B hereto, in such amounts and at the exercise prices set forth on such Schedule opposite their names, and that the proper officers of the Company, acting for and on behalf of the Company, are authorized and directed to execute and deliver one or more NQSO Agreements to provide for the grant of options hereunder; FURTHER RESOLVED, that the Company is hereby authorized and directed to make loans to those employees and officers of the Company listed on Schedule C hereto (each such employee and officer, a "Borrower"), in the amounts set forth on such schedule (collectively, the "Loans"), provided that the proceeds of each Loan be used by the respective Borrower to repay all of his or her indebtedness to the Company arising under and evidenced by a promissory note made by such Borrower to the Company on September 13, 1993; and that each Loan be evidenced by delivery by the Borrower to the Company of a promissory note in the principal amount of the Loan to such Borrower in substantially the form of note attached as Schedule D; FURTHER RESOLVED, that Mr. Mills and Mr. Gebhardt are each hereby authorized and directed to execute and deliver for and on behalf of the Company the form of amendment agreement provided to the Board of Directors in advance of this meeting which amends the employment agreement by and between the Company and A. G. W. Biddle, III of September 10, 1990 (the "Biddle Employment Agreement") to confirm the revised termination date of the Biddle Employment Agreement and to clarify the bonus payable to Mr. Biddle under the Biddle Employment Agreement in connection with a termination without cause; and FURTHER RESOLVED, that the Authorized Officers are hereby authorized and directed to do and perform all such acts and things and execute and deliver and cause to be filed such additional documents or certificates for and on behalf of the Company, and further to cause the Subsidiaries to do and perform all such acts and things and execute and deliver and cause to be filed such additional documents or certificates, as may be necessary, proper or convenient in order to carry out the intent of the foregoing resolutions, and the Company hereby ratifies, adopts and agrees to be bound by all such acts performed by any such officer prior to the adoption of the foregoing resolutions. EX-5 4 EXHIBIT 5 [Letterhead of Intergraph Corporation] January 10, 1995 Board of Directors Intergraph Corporation One Madison Industrial Park Huntsville, Alabama 35894-0001 Re: Intergraph Corporation -- Registration of 148,718 Shares of $.10 Par Value Common Stock on Securities and Exchange Commission Form S-8 Gentlemen: In connection with the registration under the Securities Act of 1933, as amended, of 148,718 shares of common stock, $.10 par value (the "Company Stock") of Intergraph Corporation, a Delaware corporation (the "Company"), for issuance and sale in the manner described in the Company's registration statement on Form S-8 filed with the Securities and Exchange Commission, to which this opinion will be an exhibit (the "Registration Statement"), I, as Associate General Counsel to the Company, have examined such corporate records, certificates, other documents, proceedings, and matters of law as I have considered necessary or appropriate for the purposes of rendering this opinion. Based on the foregoing, I am of the opinion that the shares of Company Stock offered pursuant to the Registration Statement have been duly and validly authorized and, when issued in accordance with appropriate corporate proceedings and the terms of the respective governing documents, will be duly and validly issued, fully paid, and nonassessable. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Yours very truly, \s\ B. Judson Hennington B. Judson Hennington III Assistant General Counsel BJHIII: EX-23.B 5 Exhibit 23 (b) Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to Intergraph Corporation's assumption of options under InterCAP Graphics Systems, Inc. 1989 Stock Option Plan and 1994 Nonqualified Stock Option Program of our reports dated January 28, 1994, with respect to the consolidated financial statements of Intergraph Corporation incorporated by reference in its Annual Report (Form 10-K) for the year ended December 31, 1993 and the related financial statement schedules included therein, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Birmingham, Alabama January 9, 1995 -----END PRIVACY-ENHANCED MESSAGE-----