-----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, kZF0kEi7vb5nj+DuWlIdd1Q2UDBKkKgA+v53kx11QOzzNFKbICdREHQU+hzfFW4A +1J4eux1M55XTbnR5HaOhg== 0000950131-94-001198.txt : 19940721 0000950131-94-001198.hdr.sgml : 19940721 ACCESSION NUMBER: 0000950131-94-001198 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19940720 EFFECTIVENESS DATE: 19940808 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INFORMATION RESOURCES INC CENTRAL INDEX KEY: 0000714278 STANDARD INDUSTRIAL CLASSIFICATION: 7370 IRS NUMBER: 362947987 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-54647 FILM NUMBER: 94539337 BUSINESS ADDRESS: STREET 1: 150 N CLINTON ST CITY: CHICAGO STATE: IL ZIP: 60661-1416 BUSINESS PHONE: 3127261221 MAIL ADDRESS: STREET 1: 150 N CLINTON ST CITY: CHICAGO STATE: IL ZIP: 60661-1416 S-8 1 FORM S-8 Electronically filed with the Securities and Exchange Commission on July 20, 1994 Registration No. 33-__________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INFORMATION RESOURCES, INC. (Exact name of registrant as specified in its charter) DELAWARE 36-2947987 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 150 NORTH CLINTON STREET CHICAGO, ILLINOIS 60661 (Address of principal executive offices) (Zip Code) INFORMATION RESOURCES, INC. EMPLOYEE NONQUALIFIED STOCK OPTION PLAN (Full title of the plan) EDWARD S. BERGER, GENERAL COUNSEL INFORMATION RESOURCES, INC. 150 NORTH CLINTON STREET CHICAGO, ILLINOIS 60661 (Name and address of agent for service) (312) 726-1221 (Telephone number, including area code, of agent for service) APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALES PURSUANT TO THE PLAN: Sales are expected to occur from time to time after the effective date of the Registration Statement.
CALCULATION OF REGISTRATION FEE - ---------------------------------------------------------------------------------- PROPOSED PROPOSED TITLE OF MAXIMUM MAXIMUM SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF TO BE TO BE PRICE OFFERING REGISTRATION REGISTERED REGISTERED (1) PER SHARE (2) PRICE (2) FEE - ---------------------------------------------------------------------------------- Common Stock, Par Value 4,000,000 shares $14.75 $59,000,000 $20,345 $.01 Per Share - ----------------------------------------------------------------------------------
(1) Represents the number of shares of the Registrant's Common Stock, $.01 par value per share ("Common Stock"), subject to the Information Resources, Inc. Employee Nonqualified Stock Option Plan (the "Plan") which were not previously registered on an earlier registration statement. In addition to the 4,000,000 shares being registered hereby, 3,000,000 shares of the Registrant's Common Stock have been previously registered on registration statement No. 33-52721, which is incorporated in its entirety by reference in this Registration Statement along with any prospectus included therein. Such previously registered shares of Common Stock have been adjusted to reflect all stock splits of the Registrant's Common Stock to date. Pursuant to Rule 416 under the Securities Act of 1933 (the "Securities Act"), the number of shares of the Registrant's Common Stock registered hereunder will be adjusted in the event of a stock split, stock dividend, or similar transaction. (2) Estimated solely for the purpose of calculating the registration fee, pursuant to Rule 457(c) of the Securities Act, based upon the average of the bid and asked price of the Registrant's Common Stock on the NASDAQ National Market System on July 13, 1994. ii PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. Information Resources, Inc. (the "Company" or "Registrant") is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance therewith, files reports and other information with the Securities and Exchange Commission (the "Commission"). The following documents, which have been filed by the Company with the Commission, are incorporated herein by reference and made a part hereof: (a) the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1993; (b) the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1994; (c) the description of the Company's Common Stock contained in the Company's Registration Statement on Form 8-A dated December 22, 1983; and (d) the description of the Company's stock purchase rights contained in the Company's Registration Statement on Form 8-A dated March 15, 1989. All reports and other documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent to the date of this Registration Statement and prior to the filing of a post effective amendment which indicates that all securities offered hereby have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such reports or documents, as the case may be. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Incorporated by reference from S-8 Registration Statement No. 33-52721. II-1 ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. See "Index to Exhibits" on Page E-1 hereto immediately following the signature page. ITEM 9. UNDERTAKINGS. Incorporated by reference from S-8 Registration Statement No. 33-52721. II-2 SIGNATURES 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 Form S-8 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago and State of Illinois, on April 28, 1994. INFORMATION RESOURCES, INC. By: /s/ Gian M. Fulgoni ------------------------- Gian M. Fulgoni, Chairman POWER OF ATTORNEY Know all men by these presents, that each person whose signature appears below constitutes and appoints Gian M. Fulgoni, James G. Andress and Edward S. Berger, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities (including his or her capacity as an officer and/or director of Information Resources, Inc.), to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their 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 indicated on April 28, 1994. SIGNATURE TITLE /s/ Gian M. Fulgoni Director, Chairman of the - ------------------- Board and Office of the Gian M. Fulgoni Chief Executive (principal executive officer) II-3 SIGNATURE TITLE /s/ James G. Andress Director, President, Office of the - ----------------------------- Chief Executive and Chief Operating James G. Andress Officer /s/ Gerald J. Eskin Director and Vice Chairman - ----------------------------- Gerald J. Eskin, Ph.D. /s/ Thomas M. Walker Director, Executive Vice President - ----------------------------- and Chief Financial and Thomas M. Walker Administrative Officer (principal financial and accounting officer) /s/ Jeffrey P. Stamen Director, Vice President and - ----------------------------- President, IRI Software Jeffrey P. Stamen /s/ Edwin E. Epstein Director - ----------------------------- Edwin E. Epstein /s/ John D.C. Little Director - ----------------------------- John D.C. Little, Ph.D. /s/ Leonard M. Lodish Director - ----------------------------- Leonard M. Lodish, Ph.D. /s/ Edward E. Lucente Director - ----------------------------- Edward E. Lucente II-4 SIGNATURE TITLE /s/ Edith W. Martin Director - ----------------------------- Edith W. Martin, Ph.D. - ---------------------------- Director George G. Montgomery, Jr. - ----------------------------- Director Glen L. Urban, Ph.D. /s/ Thomas W. Wilson, Jr. Director - ----------------------------- Thomas W. Wilson, Jr. II-5
INDEX TO EXHIBITS EXHIBIT EXHIBIT SEQUENTIAL NUMBER ------- DOCUMENT FILING* - ------- --------------- 4(a) Certificate of Incorporation of the Company, as amended (Incorporated by reference to Exhibit 3(a) of the Company's Annual Report on Form 10-K for the year ended December 31, 1988 and Exhibits 3(c) and (e) of the Company's Annual Report on Form 10-K for the year ended December 31, 1989) .............. IBRF 4(b) By-Laws of the Company, as amended (Incorporated by reference to Exhibit 3(b) of the Company's Annual Report on Form 10-K for the year ended December 31, 1988 and Exhibit 3(d) of the Company's Annual Report on Form 10-K for the year ended December 31, 1989) .............. IBRF 4(c) Form of Rights Agreement, between the Company and Harris Trust and Savings Bank, as Rights Agents (Incorporated by reference to Exhibit 4.1 to the Company's 8-A Registration Statement filed with the Commission on March 15, 1989) ......... IBRF 5 Opinion letter of Freeborn & Peters regarding legality of shares (filed herewith) ............................. EF 23(a) Consent of Grant Thornton, Independent Certified Public Accountants (filed herewith) ............................. EF 23(b) Consent of Freeborn & Peters (contained in Opinion Letter filed herewith as Exhibit 5) .................................... -- 24 Power of Attorney (included on signature page) ................................. --
- ----------------------------------- * IBRF: incorporated by reference EF: electronically filed E-1 EX-5 2 LEGAL OPINION Exhibit 5 Law Offices Of FREEBORN & PETERS Suite 3000 311 South Wacker Drive Chicago, Illinois 60606-6677 (312) 360-6000 July 20, 1994 Information Resources, Inc. 150 North Clinton Street Chicago, Illinois 60661 Gentlemen: We have acted as counsel to Information Resources, Inc., a Delaware corporation (the "Company''), in connection with the preparation and filing of the Registration Statements on Form S-8 (the "Registration Statements'') pertaining to the registration by the Company of an additional 4,000,000 shares of its Common Stock in connection with the Company's Employee Nonqualified Stock Option Plan and an additional 500,000 shares of its Common Stock in connection with the Company's 1992 Executive Stock Option Plan (the "Plans''). Terms not otherwise defined herein shall have the same meaning ascribed to them in the Registration Statements. In that connection, we have examined the originals, or copies certified or otherwise authenticated to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary for the purposes of this opinion, including the Company's Certificate of Incorporation and By-laws in effect on the date hereof and the resolutions of the Board of Directors and the Executive Committee of the Board of Directors of the Company relating to the proposed offerings. For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies, and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto other than the Company, and the due authorization, execution and delivery of all documents by parties thereto other than the Company. E-2 Information Resources, Inc. July 20, 1994 Page 2 Based on the foregoing, we are of the opinion that: 1. The Company is a corporation validly existing and in good standing under the laws of the State of Delaware with corporate power and authority to own its property and conduct its business as described in the Registration Statements. 2. The shares of Common Stock being offered pursuant to the Registration Statements have been duly and validly authorized for issuance under the Plans and, when delivered by authorized officers of the Company pursuant to the Plans against payment of the consideration set forth therein, such shares will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statements. We render no opinion as to the laws of any jurisdiction other than the internal laws of the State of Illinois and United States of America and the internal corporate law of the State of Delaware. This opinion is furnished to you in connection with the filing of the Registration Statements and is not to be used, circulated, quoted or otherwise relied upon for any other purpose. Very truly yours, Freeborn & Peters E-3 EX-23.A 3 CONSENT OF PUBL ACCTNT Exhibit 23(a) CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We have issued our reports dated February 10, 1994, accompanying the consolidated financial statements and schedules of Information Resources, Inc. and Subsidiaries appearing in the Annual Report on Form 10-K for the year-ended December 31, 1993 which is incorporated by reference in this Registration Statement on Form S-8. We consent to the incorporation by reference in the Registration Statement of the aforementioned reports. Grant Thornton Chicago, Illinois July 20, 1994 E-4 -----END PRIVACY-ENHANCED MESSAGE-----