-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JES87gJEKX3mk2GYqEx2+vx4XWSFlGEuxSnap3EFNGA+QSTsFolY+UgEM4yrAn1Y pSfw3nMgRSbOnOenASXEcg== 0001183840-06-000005.txt : 20061201 0001183840-06-000005.hdr.sgml : 20061201 20061201154156 ACCESSION NUMBER: 0001183840-06-000005 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061129 FILED AS OF DATE: 20061201 DATE AS OF CHANGE: 20061201 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: INTERGRAPH CORP CENTRAL INDEX KEY: 0000351145 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 630573222 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1 MADISON INDUSTRIAL PARK IW2000 CITY: HUNTSVILLE STATE: AL ZIP: 35894-0001 BUSINESS PHONE: 2567302000 MAIL ADDRESS: STREET 1: 290 DUNLOP BLVD CITY: HUNTSVILLE STATE: AL ZIP: 35894-0001 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LASTER LARRY J CENTRAL INDEX KEY: 0001183840 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-09722 FILM NUMBER: 061251221 BUSINESS ADDRESS: BUSINESS PHONE: 256 730 2362 MAIL ADDRESS: STREET 1: INTERGRAPH CORP STREET 2: 288 DUNLOP BLVD CITY: HUNTSVILLE STATE: AL ZIP: 35824 4 1 edgardoc.xml PRIMARY DOCUMENT X0202 4 2006-11-29 1 0000351145 INTERGRAPH CORP INGR 0001183840 LASTER LARRY J HUNTSVILLE AL 35894 0 1 0 0 Sr. Vice President & Treasurer Common Stock 2006-11-29 4 D 0 36904 44 D 0 D Common Stock 2006-11-29 4 M 0 1186 11.88 A 1186 D Common Stock 2006-11-29 4 S 0 1186 44 D 0 D Common Stock 2006-11-29 4 M 0 8252 17.65 A 8252 D Common Stock 2006-11-29 4 S 0 8252 44 D 0 D Common Stock 2006-11-29 4 M 0 18814 11.88 A 18814 D Common Stock 2006-11-29 4 S 0 18814 44 D 0 D Common Stock 2006-11-29 4 M 0 3000 8.875 A 3000 D Common Stock 2006-11-29 4 S 0 3000 44 D 0 D Common Stock 2006-11-29 4 M 0 15000 5.375 A 15000 D Common Stock 2006-11-29 4 S 0 15000 44 D 0 D Common Stock 2006-11-29 4 M 0 20000 5.5625 A 20000 D Common Stock 2006-11-29 4 S 0 20000 44 D 0 D Incentive Stock Option (right to buy) 5.375 2006-11-29 4 M 0 15000 D 2008-10-20 Common Stock 15000 0 D Incentive Stock Option (right to buy) 5.5625 2006-11-29 4 M 0 20000 D 2010-06-05 Common Stock 20000 0 D Incentive Stock Option (right to buy) 11.88 2006-11-29 4 M 0 18814 D 2011-08-13 Common Stock 18814 0 D Incentive Stock Option (right to buy) 17.65 2006-11-29 4 D 0 7748 D 2013-03-11 Common Stock 7748 0 D Non-Qualified Stock Option (right to buy) 8.875 2006-11-29 4 M 0 3000 D 2008-05-28 Common Stock 3000 0 D Non-Qualified Stock Option (right to buy) 11.88 2006-11-29 4 M 0 1186 D 2011-08-13 Common Stock 1186 0 D Non-Qualified Stock Option (right to buy) 17.65 2006-11-29 4 M 0 8252 D 2013-03-11 Common Stock 8252 0 D Immediately before the effective time of the merger of Cobalt Merger Corp. with and into the Issuer, the vesting of all unvested equity was accelerated, with all shares canceled and converted to the right to receive a cash payment of merger consideration. The option was cancelled in connection with the merger of Cobalt Merger Corp. with and into the Issuer and converted into a right to receive a cash payment equal to the amount by which $44.00 (the per share merger consideration) exceeds the exercise price of the option. Immediately before the effective time of the merger of Cobalt Merger Corp. with and into the Issuer, all unvested options became fully vested and immediately exercisable. By: David V. Lucas For: Larry J. Laster 2006-12-01 EX-24 2 powerofattorney.txt EDGAR SUPPORTING DOCUMENT POWER OF ATTORNEY (Exhibit 24) Know all by these presents, that the undersigned hereby constitutes and appoints David Vance Lucas and Larry J. Laster, signing singly, the undersigned's true and lawful attorney-in-fact to: (1)execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Intergraph Corporation (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; (2)do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3)take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 26th day of August, 2002. Signature: s/ Larry J. Laster -----END PRIVACY-ENHANCED MESSAGE-----