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.