-----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, UoXnXUN1RazSCbhH624hlHXFesPKjTNN3kRU/hNcpAQsXAV+SWMsNx5segmXRK4J BvfRrLPkFM1BtijLIsGYzg== 0000950137-00-000780.txt : 20000307 0000950137-00-000780.hdr.sgml : 20000307 ACCESSION NUMBER: 0000950137-00-000780 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000301 EFFECTIVENESS DATE: 20000301 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INFORMATION RESOURCES INC CENTRAL INDEX KEY: 0000714278 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING, ACCOUNTING, RESEARCH, MANAGEMENT [8700] IRS NUMBER: 362947987 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-31416 FILM NUMBER: 558918 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 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 1, 2000 REGISTRATION NO. 333- =============================================================================== UNITED STATES 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 of incorporation or organization) (I.R.S. Employer Identification No.) 150 NORTH CLINTON STREET, CHICAGO, ILLINOIS 60661 (Address of Principal Executive Offices) INFORMATION RESOURCES, INC. RESTRICTED STOCK AGREEMENT - JOSEPH P. DURRETT (Full title of the plans) MONICA M. WEED, ESQ. EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL, INFORMATION RESOURCES, INC. 150 NORTH CLINTON STREET, CHICAGO, ILLINOIS 60661 (312) 726-1221 (PHONE) (312) 726-1091 (FAX) (Name, Address, and Telephone Number of Agent for Service) WITH A COPY TO: ROBERT A. MCWILLIAMS, ESQ. FREEBORN & PETERS, 311 SOUTH WACKER DRIVE, SUITE 3000, CHICAGO, ILLINOIS 60606 (312) 360-6551 (PHONE) (312) 360-6570 (FAX) APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective date of this Registration Statement. The securities that are being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933.
- --------------------------------------------------------------------------------------------------------- CALCULATION OF REGISTRATION FEE Amount Of Title Of Securities Amount To Be Offering Price Registration Fee To Be Registered(1) Registered(2) Per Share (3) - --------------------------------------------------------------------------------------------------------- Common Stock $.01 par value per share...... 310,000 7.69 $630.00 - ---------------------------------------------------------------------------------------------------------
(1) Includes registration of any interests in the plans. (2) This Registration Statement shall also cover any additional shares of Registrant's Common Stock which become issuable under the plans by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant's receipt of consideration which results in an increase in the number of the Registrant's outstanding shares of Common Stock. (3) The Offering Price Per Share has been estimated in accordance with Rule 457(h) under the Securities Act of 1933, solely for the purpose of calculating the registration fee. The computation is based on the average high and low price of the Common Stock as reported on the Nasdaq National Market on February 29, 2000. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INFORMATION INCORPORATED BY REFERENCE. The following documents filed by Information Resources, Inc. (the "Registrant") with the Securities and Exchange Commission (the "Commission") are incorporated by reference: (a) the Company's Annual Report on Form 10-K for the year ended December 31, 1998; (b) the Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1999, June 30, 1999 and September 30, 1999; (c) the description of the Company's common stock, par value $.01 per share, 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. (e) All reports and definitive proxy or information statements filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after 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 de-registers all 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 documents. Any statement contained in a document 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 subsequently filed document which also 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. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Registrant's Certificate of Incorporation: (a) eliminates the personal liability of the Registrant's directors and officers for monetary damages arising from a breach of their fiduciary duties under certain circumstances; and (b) authorizes the Registrant to indemnify its directors and officers to the fullest extent permitted by the Delaware General Corporation Law. The limitation of liability in the Certificate of Incorporation does not affect the availability of equitable remedies such as injunctive relief or rescission, and does not apply to liabilities arising under the federal securities laws. The Registrant's 3 Bylaws: (a) allow for the indemnity of the Registrant's directors and officers to the fullest extent permitted by the Delaware General Corporation Law; and (b) require, under certain circumstances, Registrant to advance expenses to its directors and officers in connection with a legal proceeding. Registrant has also entered into indemnification agreements with its directors which allow for the indemnification of directors for most expenses, including attorneys' fees, judgments, fines and settlement amounts incurred by them in any action or proceeding, including any action brought by or in the right of Registrant, or any other company or enterprise to which the person provides services at the request of Registrant. Under these Agreements, Registrant is also required to advance expenses to its directors under certain circumstances. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. The exhibits listed on the accompanying Index to Exhibits are a part of this Registration Statement. (See Exhibit Index below). ITEM 9. UNDERTAKINGS. (a) Registrant undertakes: (1) to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of a prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement; (iii) 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; Provided, however, that paragraphs (1)(i) and (1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant -2- 4 pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference 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 which remain unsold at the termination of the offering. (b) Registrant undertakes that, for purposes of determining any liability under the Securities Act, each filing of the annual report of Registrant pursuant to Section 13(a) or Section 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 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 an 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 Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by Registrant of expenses incurred or paid by a director, officer or controlling person of 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, 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 Securities Act and will be governed by the final adjudication of such issue. -3- 5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Chicago, State of Illinois on February 17, 2000. INFORMATION RESOURCES, INC. By: /s/ Joseph P. Durrett --------------------------------------- Joseph P. Durrett Chairman, President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Joseph P. Durrett and Monica M. Weed, jointly and severally, his attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to sign any amendments to this Registration Statement on Form S-8, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on February 17, 2000. /s/ Joseph P. Durrett Chairman, President and Chief Executive - ------------------------------- Officer (Principal Executive Officer) Joseph P. Durrett and Director /s/ Gary Hill Chief Financial Officer (Principal - ------------------------------- Financial and Accounting Officer) Gary Hill /s/ James G. Andress Director - ------------------------------- James G. Andress /s/ William B. Connell Director - ------------------------------- William B. Connell /s/ Edwin E. Epstein Director - ------------------------------- Edwin E. Epstein /s/ Bruce A. Gescheider Director - ------------------------------- Bruce A. Gescheider /s/ John D.C. Little Ph.D. Director - ------------------------------- John D.C. Little Ph.D. /s/ Leonard M. Lodish Director - ------------------------------- Leonard M. Lodish /s/ Edward E. Lucente Director - ------------------------------- Edward E. Lucente /s/ Jeffrey P. Stamen Director - ------------------------------- Jeffrey P. Stamen /s/ R.H. Van Wagener, Jr. Director - ------------------------------- R.H. Van Wagener, Jr. /s/ Thomas W. Wilson Director - ------------------------------- Thomas W. Wilson -4- 6 EXHIBIT INDEX Exhibit Description - ------- ----------- 4.1 Certificate of Incorporation of the Registrant, as amended (incorporated by reference to Exhibit 3(a) to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1988, and Exhibit 3(c) to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1989) 4.2 By-Laws of the Registrant, as amended (incorporated by reference to Exhibit 3(b) to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1988, and Exhibit 3(d) to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1989) 4.3 Form of Rights Agreement between the Registrant and Harris Trust and Savings Bank, as Rights Agent (incorporated by reference to Exhibit 4.1 to the Registrant's Registration Statement on Form 8-A filed with the Commission on March 15, 1989) 5.1 Opinion of Freeborn & Peters (filed herewith) 23.1 Consent of Ernst & Young LLP (filed herewith) 23.2 Consent of Freeborn & Peters (contained in Exhibit 5.1 hereto) 24.1 Power of Attorney (contained on Signature Page) 99.1 Information Resources, Inc. Restricted Stock Agreement - Joseph P. Durrett (incorporated by reference to Exhibit 10.22 the Company's Quarterly Report on Form 10-Q for the period ended June 30, 1999) EX-5.1 2 OPINION OF FREEBORN & PETERS 1 EXHIBIT 5.1 Freeborn & Peters 311 South Wacker Drive Suite 3000 Chicago, Illinois 60606 March 1, 2000 Information Resources, Inc. 150 North Clinton Street Chicago, Illinois 60661 RE: REGISTRATION STATEMENT ON FORM S-8 Ladies and Gentlemen: We have examined the Registration Statement on Form S-8 to be filed by you with the Securities and Exchange Commission (the "Registration Statement") in connection with the registration under the Securities Act of 1933, as amended, of the Restricted Stock Agreement - Joseph P. Durrett (as to 310,000 shares) (collectively, the "Plans" and the "Shares" as appropriate). We have examined the proceedings taken and are familiar with the proceedings proposed to be taken by you in connection with the issuance and sale of the Shares pursuant to the Plans. It is our opinion that the Shares, when issued and sold in the manner described in the Plans and pursuant to the agreement that accompanies each grant under the Plans, will be legally and validly issued, fully-paid and non-assessable. We consent to the use of this opinion as an exhibit to the Registration Statement, and further consent to the use of our name wherever appearing in the Registration Statement and any amendments thereto. Very truly yours, FREEBORN & PETERS EX-23.1 3 CONSENT OF ERNST & YOUNG LLP 1 EXHIBIT 23.1 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Information Resources, Inc. Restricted Stock Plan - Joseph P. Durrett of our report dated February 11, 1999, with respect to the consolidated financial statements and schedule of Information Resources, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 1998, filed with the Securities and Exchange Commission. /s/ Ernst & Young, LLP ------------------------------------- Chicago, Illinois March 1, 2000 -----END PRIVACY-ENHANCED MESSAGE-----