-----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, LkvroQiqzs6KG81svrebti0fzdhfEK4v76diE5Uzt/3JfatKrSbB9AXFvFT0l36u /xDaZMTAC85QOxYx+f5A3g== 0000950134-01-508136.txt : 20020410 0000950134-01-508136.hdr.sgml : 20020410 ACCESSION NUMBER: 0000950134-01-508136 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20011109 EFFECTIVENESS DATE: 20011109 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INFOUSA INC CENTRAL INDEX KEY: 0000879437 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-DIRECT MAIL ADVERTISING SERVICES [7331] IRS NUMBER: 470751545 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-73106 FILM NUMBER: 1780388 BUSINESS ADDRESS: STREET 1: 5711 S 86TH CIRCLE CITY: OMAHA STATE: NE ZIP: 68127 BUSINESS PHONE: 4025934500 MAIL ADDRESS: STREET 1: 5711 SOUTH 86TH CIRCLE CITY: OMAHA STATE: NE ZIP: 68127 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN BUSINESS INFORMATION INC /DE DATE OF NAME CHANGE: 19930328 S-8 1 d91965s-8.txt FORM S-8 As filed with the Securities and Exchange Commission on November 9, 2001 Registration Statement No. 333- ------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------- INFOUSA INC. ------------------------------------------------------ (Exact Name of Registrant as Specified in Its Charter) Delaware 47-0751545 - ------------------------------- ------------------------------------ (State or Other Jurisdiction of (I.R.S. Employer Identification No.) Incorporation or Organization) 5711 South 86th Circle Omaha, Nebraska 68127 - ---------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) infoUSA Inc. 401(k) Plan ------------------------ (Full Title of the Plan) Stormy L. Dean 5711 South 86th Circle Copy of communications to: Omaha, NE 68127 Eric O. Madson, Esq. - ---------------------- Robins, Kaplan, Miller & Ciresi L.L.P. (Name and Address of 2800 LaSalle Plaza Agent for Service) 800 LaSalle Avenue Minneapolis, MN 55402-2015 (402) 593-4500 (612) 349-8500 - --------------------- (Telephone Number, Including Area Code, of Agent for Service) (cover page is continued on next page) CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------- Proposed Proposed Title of Each Class Of Maximum Maximum Amount Of Securities To Be Amount To Be Offering Price Aggregate Registration Registered (1) Registered (2) Per Share (3) Offering Price Fee - -------------------------------------------------------------------------------------------------------- Common Stock par value 2,000,000 $.0025 per share shares $5.375 $10,750,000 $2,687.50 Participation interests in the infoUSA Inc. 401(k) Plan(4) - --------------------------------------------------------------------------------------------------------
(1) Includes the associated preferred stock purchase rights. (2) 400,000 shares were registered on Form S-8 (No. 333-77417) on April 30, 1999 and 2,000,000 shares are being registered herewith. (3) Estimated in accordance with Rule 457(h) of the Securities Act of 1933, as amended, solely for the purpose of computing the amount of the registration fee based on the prices of the Registrant's Common Stock as reported on the Nasdaq National Market on November 5, 2001. (4) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the infoUSA Inc. 401(k) Plan described herein. INCORPORATION OF CONTENTS OF REGISTRATION STATEMENT BY REFERENCE A Registration Statement on Form S-8 (File No. 333-77417) was filed with the Securities and Exchange Commission (the "Commission") on April 30, 1999 covering the registration of 400,000 shares and the related participation interests in the infoUSA Inc. 401(k) Plan (the "Plan"). Pursuant to General Instruction E of Form S-8, this Registration Statement is being filed to register an additional 2,000,000 shares. This Registration Statement should also be considered a post-effective amendment to the prior Registration Statement. The contents of the prior Registration Statement are incorporated herein by reference. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed with the Commission are incorporated in this Registration Statement by reference: 1. Registrant's Annual Report on Form 10-K for the year ended December 31, 2000. 2. All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "1934 Act") for periods ended or as of dates subsequent to December 31, 2000. 3. The description of the Registrant's Common Stock contained in Amendment No. 2 to the Registrant's Registration Statement on Form 8-A, filed on March 20, 2000, and in Amendment No. 2 to its Registration Statement on Form 8-A, also filed on March 20, 2000, with respect to the Registrant's Series A preferred share purchase rights, filed pursuant to Section 12(g) of the 1934 Act, including any amendment or report filed for the purpose of updating such description. All documents hereafter filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a post-effective amendment which indicates that all the securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated herein by reference and to be a part hereof from the date of filing such documents. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Elliot S. Kaplan, a director of the Registrant, is also a member of the law firm of Robins, Kaplan, Miller & Ciresi L.L.P., which will be rendering an opinion as to the legality of the securities being registered. ITEM 8. EXHIBITS. The following are filed as exhibits to this Registration Statement: 4.1 InfoUSA Inc. 401(k) Plan is incorporated herein by reference to Exhibit 4.1 to the Registrant's Registration Statement on Form S-8, No. 333-77417, filed with the Commission on April 30, 1999. 4.2 Amendment to the infoUSA Inc. 401(k) Plan dated December 26, 2000. 4.3 Amendment to the infoUSA Inc. 401(k) Plan dated February 1, 2001. 5.1 Opinion of Robins, Kaplan, Miller & Ciresi L.L.P. as to the legality of Common Stock of the Registrant. 23.1 Consent of KPMG LLP, Independent Accountants. 23.2 Consent of Counsel (included in exhibit 5.1). 24.1 Power of Attorney. The undersigned hereby undertakes to submit the Plan and any amendment thereto to the Internal Revenue Service in a timely manner and it will make all changes required by the Internal Revenue Service in order to qualify the Plan under Section 401(a) of the Internal Revenue Code of 1986, as amended. II-1 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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Omaha, State of Nebraska, on this 9th day of November, 2001. INFOUSA INC. /s/ Stormy L. Dean ------------------------------ By: Stormy L. Dean Title: Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.
Signature Title Date - --------- ----- ---- /s/ Vinod Gupta Chairman and Chief Executive Officer November 9, 2001 - ----------------------------------- (principal executive officer) Vinod Gupta /s/ Stormy L. Dean Chief Financial Officer November 9, 2001 - ----------------------------------- (principal financial and accounting Stormy L. Dean officer) /s/ Elliot S. Kaplan Director November 9, 2001 - ----------------------------------- Elliot S. Kaplan /s/ Harold W. Andersen Director November 9, 2001 - ----------------------------------- Harold W. Andersen /s/ George F. Haddix Director November 9, 2001 - ----------------------------------- George F. Haddix /s/ Paul A. Goldner Director November 9, 2001 - ----------------------------------- Paul A. Goldner /s/ Cynthia Hardin Milligan Director November 9, 2001 - ----------------------------------- Cynthia Hardin Milligan /s/ Rob S. Chandra Director November 9, 2001 - ----------------------------------- Rob S. Chandra /s/ J. Robert Kerrey Director November 9, 2001 - ----------------------------------- J. Robert Kerrey /s/ Stormy L. Dean - ----------------------------------- Stormy L. Dean Attorney-in-Fact
** Pursuant to the Power of Attorney attached as Exhibit 24.1, this Registration Statement has been signed by Stormy L. Dean. II-2 Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the employee benefit plan) have duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Omaha, State of Nebraska, on November 9, 2001. INFOUSA, INC. 401(K) PLAN /s/ Fred Vakili ------------------------------------ By: Fred Vakili Title: Plan Administrator II-3 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 4.2 Amendment to the infoUSA Inc. 401(k) Plan dated December 26, 2000. 4.3 Amendment to the infoUSA Inc. 401(k) Plan dated February 1, 2001. 5.1 Opinion of Robins, Kaplan, Miller & Ciresi L.L.P. as to the legality of Common Stock of the Company. 23.1 Consent of KPMG LLP, Independent Accountants. 24.1 Power of Attorney.
EX-4.2 3 d91965ex4-2.txt AMENDMENT TO INFOUSA 401(K) EXHIBIT 4.2 AMENDMENT TO THE INFOUSA, INC. 401(k) PLAN AMENDMENT made by infoUSA, Inc., a corporation organized and existing under the laws of the State of Delaware (hereinafter referred to as the "Company"). WITNESSETH: WHEREAS, the Company previously adopted and maintains the infoUSA, Inc. 401(k) Plan (the "Plan"); and WHEREAS, pursuant to Section 10.1 of the Plan, the Company may amend the Plan at any time; and WHEREAS, the Company desires to amend the Plan in certain respects; NOW, THEREFORE, BE IT RESOLVED WHEREAS, that effective December 29, 2000, the Plan is hereby amended as follows: I. Plan Year Amendments A. Section 1.01(f) of the Adoption Agreement is amended as follows: (f) PLAN YEAR END (month/day): December 30 B. Section 1.03(b) of the Adoption Agreement is amended by the addition of a new subsection 1.03(b)(5) as follows: (5) [X] the first day of each calendar year and the first day of the fourth, seventh, and tenth months. II. Tax Year Amendments A. Section 1.01 of the Adoption Agreement is amended to add a new section 1.01(h) as follows: (h) APPLICABLE TAX YEAR: The Tax Year in which the Plan Year begins. B. Section 1.01 of the Adoption Agreement is amended to add a new section 1.01(i) as follows: (I) TAX YEAR: The fiscal year of the Company which begins on January 1 and ends on December 31. 1 III. Contribution and Allocation Amendment: A. Section 1.05(a) of the Adoption Agreement is amended as follows: 1.05 CONTRIBUTIONS (a) [X] EMPLOYER CONTRIBUTIONS B. Section 1.05(a) of the Adoption Agreement is amended by the addition of a new subsection 1.05(a)(3) as follows: (3) [X] SPECIFIED MINIMUM EMPLOYER CONTRIBUTION. The Employer, in its sole discretion, may contribute an amount, for any Plan Year, which it designates as a Specified Minimum Employer Contribution. C. Article IV of the Plan is amended by adding a new section 4.13 as follows: 4.13 Specified Minimum Employer Contribution. Notwithstanding any provision of the Plan to the contrary, the following provisions shall govern the treatment of Specified Minimum Employer Contributions. (a) Frequency and Eligibility. For each Plan Year, the Employer shall make a discretionary Specified Minimum Employer Contribution on behalf of the group of Employees who are Employees and Plan Participants from the first day through the last day of the Applicable Tax Year (First Day Participants). The Specified Minimum Employer Contribution will be based on Compensation earned by the First Day Participants in the Applicable Tax Year. The Specified Minimum Employer Contribution for each Plan Year shall be in an amount determined by the Board of Directors by appropriate resolution on or before the last day of the Applicable Tax Year. (b) Allocation Method. Each First Day Participant's share shall be determined as follows: (1) The Specified Minimum Employer Contribution shall be allocated during the Plan Year as Deferral Contributions described in section 1.05(b) of the Adoption Agreement and participating Matching Contributions described in section 1.05(c) of the Adoption Agreement, to the Account of each First Day Participant pursuant to sections 4.01 and 4.03 of the Plan. Such Matching Contributions shall be made without regard to any last day requirement, or any other Year of Service or hour-of-service requirement. (2) Second, if any of the Specified Minimum Employer Contribution remains after the allocation in section 4.13(b)(1), above, the remainder shall, to the extent allowable under Section 415 of the Internal Revenue Code, be allocated as an additional 2 Matching Contribution on the last day of the Plan Year to each First Day Participant's Matching Contribution Account, as defined in section 5.1 of the Plan, in the ratio that such First Day Participant's Deferral Contributions during the Plan Year bears to the Deferral Contributions of all First Day Participants during the Plan Year. The Specified Minimum Employer Contributions allocated as an additional Matching Contribution shall be treated in the same manner as Matching Contributions for all purposes of the Plan. (3) The Administrator shall reduce the proportionate allocation under section 4.13(b)(l) and (2) above, to Participants who are Highly Compensated Employees to the extent necessary to comply with the provisions of Section 401(a)(4) of the Internal Revenue Code and the regulations thereunder. Any such amount will be allocated and reallocated to the remaining Participants to the extent allowed under Section 415 of the Internal Revenue Code. Notwithstanding any other provision of the Plan to the contrary, any allocation of Deferral Contributions to a First Day Participant's Deferral Contribution Account shall be made under section 4.01 or this section, as appropriate, but not both sections. Similarly, any allocation of Participating Matching Contributions to a First Day Participant's Matching Contribution Account shall be made under either section 4.03 or this section of the Plan, as appropriate, but not both items. (c) Timing, Medium and Posting. The Employer shall make the Specified Minimum Employer Contribution in cash, in one or more installments without interest, at any time during the Plan Year, and for purposes of deducting such Contribution, not later than the Employer's federal tax filing date, including extensions, for its Tax Year that ends within such Plan Year. The Trustee shall post such amount to each First Day Participant's Deferral Contribution Account, or Matching Contribution Account once the allocations under (1) through (3), above, are determined. The Specified Minimum Employer Contribution shall be held in a suspense account until posted. Such suspense account shall not participate in the allocation of investment gains, losses, income and deductions of the trust as a whole, but shall be invested separately. All gains, losses, income and deductions attributable to such suspense account shall be applied to reduce Plan fees and expenses. In no event will amounts remain in the suspense account after the end of the Plan Year. (d) Deduction Limitation. In no event shall the Specified Minimum Employer Contribution, when aggregated with other Employer and Participant contributions for the Employer's Tax Year that ends within such Plan Year, exceed the amount deductible by the Employer for federal income tax purposes for such Tax Year. 3 IN WITNESS WHEREOF, this Amendment is adopted this 26th day of December 2001. /s/ Stormy L. Dean - ------------------------- InfoUSA, Inc. Attest: /s/ Fred Vakili - ------------------------- Secretary (Seal) 4 EX-4.3 4 d91965ex4-3.txt AMENDMENT TO INFOUSA 401(K) EXHIBIT 4.3 AMENDMENT TO THE INFOUSA INC. 401(k) PLAN Effective February 1, 2001, the infoUSA Inc. 401(k) Plan (the "Plan"), Adoption Agreement section .09, is hereby amended as follows: "Participant Loans Participant loans (check (a) or (b)): (a) X will be allowed in accordance with Section 7.09, subject ----- to a $1,000 minimum amount and will be granted (check (1) or (2)): (1) X for any purpose. ----- (2) for hardship withdrawal (as defined in ----- Section 7.10) purposes only. (b) will not be allowed." ----- The foregoing amendment was adopted pursuant to resolutions taken by the Board of Directors of infoUSA Inc. EX-5.1 5 d91965ex5-1.txt OPINION OF ROBINS, KAPLAN EXHIBIT 5.1 OPINION OF ROBINS, KAPLAN, MILLER & CIRESI L.L.P. ROBINS, KAPLAN, MILLER & CIRESI L.L.P. 2800 LaSalle Plaza 800 LaSalle Avenue Minneapolis, MN 55402-2015 November 9, 2001 InfoUSA Inc. 5711 South 86th Circle Omaha, Nebraska 68127 Re: REGISTRATION STATEMENT ON FORM S-8 InfoUSA Inc. 401(k) Plan (the "Plan") REGISTRATION OF 2,000,000 SHARES OF COMMON STOCK Ladies and Gentlemen: This opinion is furnished in connection with the registration under the Securities Act of 1933 on Form S-8 of 2,000,000 shares of common stock, par value $.0025 per share (the "Shares"), of infoUSA Inc.(the "Company") to be issued pursuant to the Plan referenced above. We advise you that it is our opinion, based on our familiarity with the affairs of the Company and upon our examination of pertinent documents, that the Shares will, when issued, be validly issued and lawfully outstanding, fully paid and nonassessable shares of common stock of the Company. The undersigned hereby consents to the filing of this opinion with the Securities and Exchange Commission as an Exhibit to the Registration Statement with respect to said Shares under the Securities Act of 1933. Sincerely, /s/ Robins, Kaplan, Miller & Ciresi L.L.P. EX-23.1 6 d91965ex23-1.txt CONSENT OF KPMG EXHIBIT 23.1 ACCOUNTANTS' CONSENT The Board of Directors infoUSA, Inc.: We consent to the incorporation by reference in the registration statement of infoUSA, Inc. of our report dated January 26, 2001, relating to the consolidated balance sheets of infoUSA, Inc. and its subsidiaries as of December 31, 2000 and 1999, and the related consolidated statements of operations, stockholders' equity and comprehensive income, and cash flows for the three year period ended December 31, 2000, which report is included in infoUSA, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2000. /s/ KPMG LLP ------------ KPMG LLP Omaha, Nebraska November 8, 2001 EX-24.1 7 d91965ex24-1.txt POWER OF ATTORNEY EXHIBIT 24.1 POWER OF ATTORNEY Each person whose signature appears below constitutes and appoints Vinod Gupta and Stormy L. Dean, and each of them, his or her true and lawful attorneys-in-fact and agents, each acting alone, 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, to sign a Registration Statement on Form S-8 to register an additional 2,000,000 shares of the Common Stock of infoUSA Inc. under its 401(k) Plan, and any or all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, 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 might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, each acting alone, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, this Power of Attorney has been signed by the following persons in the capacities and on the dates indicated.
Signature Title - --------- ----- /s/ Vinod Gupta Chairman and Chief Executive Officer November 7, 2001 - ------------------------------------ (principal executive officer) Vinod Gupta /s/ Stormy L. Dean Chief Financial Officer November 7, 2001 - ------------------------------------ (principal financial and accounting Stormy L. Dean officer) /s/ Elliot S. Kaplan Director November 7, 2001 - ----------------------------------- Elliot S. Kaplan /s/ Harold W. Andersen Director November 7, 2001 - ----------------------------------- Harold W. Andersen /s/ George F. Haddix Director November 7, 2001 - ----------------------------------- George F. Haddix /s/ Paul A. Goldner Director November 7, 2001 - ----------------------------------- Paul A. Goldner /s/ Cynthia Hardin Milligan Director November 7, 2001 - ----------------------------------- Cynthia Hardin Milligan /s/ Rob S. Chandra Director November 7, 2001 - ----------------------------------- Rob S. Chandra /s/ J. Robert Kerrey Director November 7, 2001 - ----------------------------------- J. Robert Kerrey
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