FORM 8-A/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
INTERGRAPH CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 63-0573222
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(State of incorporation or (I.R.S. Employer
organization) Identification No.)
Intergraph Corporation, One Madison Industrial Park IW 35894-
2000, Huntsville, Alabama 0001
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to Section
12(b) of the Exchange Act and is 12(g) of the Exchange Act and
effective pursuant to General is effective pursuant to
Instruction A.(c), please check General Instruction A.(d),
the following box. please check the following
box. X
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Securities Act registration statement file number to which this
form relates:
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Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class to be Name of Each Exchange on Which
Registered Each Class is to be Registered
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Common Stock Purchase Rights NASDAQ Stock Market
Securities to be registered pursuant to Section 12(g) of the Act:
(Title of class)
This amendment amends the Company's Form 8-A filed September 9,
1993.
Item 1. Description of Registrant's Securities to be Registered
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On August 25, 1993, our board of directors approved the
adoption of a Rights Agreement (commonly known as a "poison
pill"). It was amended on March 16, 1999. On March 4, 2002, our
board of directors approved the adoption of a Amended and
Restated Rights Agreement. The discussion below describes the
Amended and Restated Rights Agreement entered into between us and
Computershare Investor Services, LLC, as rights agent, dated as
of March 5, 2002, (the "Amended and Restated Rights Agreement")
but is not complete, and should be read together with the Amended
and Restated Rights Agreement which you may obtain from us free
of charge.
Issuance of Rights
Under the Rights Agreement, we issued one stock purchase
right for each share of our common stock, $.10 par value per
share, outstanding on September 7, 1993. In addition, one right
has or will automatically attach to each share of common stock
that we issue between that date and the time that the rights
become exercisable. When exercised, each right, as amended, will
entitle its holder to purchase from us one share of our common
stock, $.10 par value per share, at an exercise price of $65.00
per unit, subject to adjustment.
Initial Exercise of Rights
The rights initially will not be exercisable. Instead, the
rights will be attached to and trade with all shares of our
common stock outstanding as of, and issued after, September 7,
1993. The rights will separate from the common stock and will
become exercisable upon the earlier of the following events (the
"distribution date"):
o The close of business on the tenth business day (or
later day as our board of directors may determine)
following the first public announcement that a person
or group of affiliated or associated persons has
acquired beneficial ownership of 15% (or 10% in the
case of an "Adverse Person", as determined by our board
of directors) or more of our shares of common stock
then outstanding (an "Acquiring Person"); or
o The close of business on the tenth business day (or
some later day as our board of directors may determine)
following the commencement of a tender offer or exchange
offer that could result in a person or group becoming
the beneficial owner of 15% or more of our shares of
common stock then outstanding.
The rights will expire at the close of business on March 5,
2012, unless we redeem or exchange the rights as described below.
Evidence of Rights
Until the rights become exercisable:
o The rights will be evidenced by and transferred with our
common stock certificates; and
o New common stock certificates issued after March 5, 2002
will contain a notation incorporating the Amended and
Restated Rights Agreement by reference; and
o Any surrender for transfer of any certificates for our
common stock will also constitute the transfer of the
rights associated with the common stock represented by
those certificates.
As soon as practicable after the rights become exercisable,
we will mail out rights certificates to the holders of our common
stock who are eligible to receive rights. After we mail them
out, the separate rights certificates alone will represent the
rights.
Exercise After Someone Becomes an Acquiring Person
After public announcement that a person has become an
Acquiring Person, each holder of a right will have the right to
receive upon exercise of the rights that number of shares of
common stock (or in our board's discretion, some other
consideration), having a value of two times the then current
purchase price of the right. However, this will not apply to an
Acquiring Person or their associates or affiliates, whose rights
will have become null and void.
Under certain circumstances, each holder of a right will
have the right to receive, upon exercise of the rights, common
stock of a company acquiring us, having a value equal to two
times the then current purchase price of the right. Each holder
of a right will receive the right contemplated by this paragraph
in the event that, at any time on or after the date it is
publicly announced that a person has become an Acquiring Person:
o We consolidate with, or merge with and into, any other
person, and we are not the continuing or surviving
corporation; or
o Any person consolidates with us, or merges with us and
we are the continuing or surviving corporation of that
merger and, in connection with that merger, all or part
of the shares of our common stock are changed into or
exchanged for stock or other securities of any other
person or cash or any other property; or
o We sell or transfer 50% or more of our assets or
earning power.
The holder of a right will continue to have this right
whether or not that holder has previously exercised its right in
accordance with the first paragraph of this subsection. Rights
that are or were beneficially owned by an Acquiring Person may
(under certain circumstances specified in the Amended and
Restated Rights Agreement) become null and void.
Exchange
At any time after a person becomes an Acquiring Person, we
may exchange all or part of the outstanding and exercisable
rights for shares of our common stock at an exchange ratio
specified in the Amended and Restated Rights Agreement. We
generally may not make an exchange after any person becomes the
beneficial owner of 50% or more of our common stock.
Adjustment
The purchase price and the number of shares of common stock
or other securities or property issuable upon exercise of the
rights is subject to adjustment from time to time to prevent
certain types of dilution. With certain exceptions, the purchase
price of the rights will not be adjusted until cumulative
adjustments amount to at least 1% of the purchase price. We are
not obligated to issue fractional units or shares of common
stock. If we decide not to issue fractional units or shares, we
will make an adjustment in cash based on the fair market value of
a unit or share on the last trading date prior to the date of
exercise.
Redemption
We may redeem the rights in whole, but not in part, at a
price of $0.01 per right (payable in cash, stock or other
consideration that we deem appropriate). However, we may only
redeem the rights until the earlier of ten days after someone
becomes an Acquiring Person or March 5, 2012.
Once redeemed, the rights will terminate immediately and the
only right of the holders of the rights will be to receive the
redemption price.
Amendment of Amended and Restated Rights Agreement
We may amend the Amended and Restated Rights Agreement
without the approval of the holders of our common stock until the
distribution date. After the distribution date, we will only be
able to amend the Amended and Restated Rights Agreement in order
to cure any ambiguity, defect or inconsistency, to shorten or
lengthen any time period, or to make changes that do not
adversely affect the interests of rights holders excluding the
interests of an Acquiring Person or their associates or
affiliates. We may only amend the time period governing
redemption of the rights if the rights are presently redeemable.
Other
The holder of a right will not, solely by virtue of having
such right, have any shareholder rights until the right is
exercised. This means, for example, that until it is exercised,
a right will not entitle its holder to vote or receive dividends
as one of our shareholders. The distribution of the rights will
not be taxable to shareholders or to us. However, shareholders
may, depending upon the circumstances, recognize taxable income
in the event that the rights become exercisable for units of
common stock, other consideration or for common stock of an
acquiring company.
The discussion above describes the rights and the Amended
and Restated Rights Agreement, but is not complete, and should be
read together with the Amended and Restated Rights Agreement
which you may obtain from us upon request.
As of February, 2002, 50,005,886 shares of our common stock
were issued and outstanding. As long as the rights are attached
to our common stock, we will issue one right for each share of
our common stock issued between September 7, 1993 and the
distribution date.
The rights may have certain anti-takeover effects. The
rights will cause substantial dilution to a person or group that
attempts to acquire us on terms not approved by a majority of our
board of directors unless the offer is conditioned on a
substantial number of rights being acquired. However, the rights
should not interfere with any merger or other business
combination approved by our board of directors since the rights
may be redeemed by us at $0.01 per right at any time on or prior
to the tenth day following the announcement that someone has
become an Acquiring Person. Thus, the rights are intended to
encourage persons who may seek to acquire control of us to
initiate such an acquisition through negotiations with our board
of directors. However, the effect of the rights may be to
discourage a third party from making a partial tender offer or
otherwise attempting to obtain a substantial position in our
equity securities or seeking to obtain control of us. To the
extent any potential acquirers are deterred by the rights, the
rights may have the effect of preserving incumbent management in
office.
The Amended and Restated Rights Agreement between the
Company and the rights agent specifying the terms of the rights,
which includes as Exhibit A the form of rights certificate and as
Exhibit B the summary of rights, is filed as Exhibit 4 to our
Current Report on Form 8-K filed with the SEC on March 8,
2002, and is incorporated herein by reference. The foregoing
description of the rights does not purport to be complete and is
qualified in its entirety by reference to such Exhibit.
Item 2. Exhibits
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1. Amended and Restated Rights Agreement, dated
March 5, 2002, between Intergraph Corporation
and Computershare Investor Services, LLC,
including the Form of Rights Certificate (Exhibit
A) and the Form of Summary of Rights (Exhibit B)
is incorporated herein by reference to Exhibit 4
to the Company's Current Report on Form 8-K filed
with the Securities and Exchange Commission on
March 8, 2002.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
INTERGRAPH CORPORATION
By:/s/ Larry J. Laster
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Name: Larry J. Laster
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Title: Director, Executive
Vice President, and
Chief Financial Officer
Dated: March 8, 2002
EXHIBIT INDEX
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1. Amended and Restated Rights Agreement, dated March 5,
2002, between Intergraph Corporation and Computershare
Investor Services, LLC, including the Form of Rights
Certificate (Exhibit A) and the Form of Summary of Rights
(Exhibit B) is incorporated herein by reference to Exhibit 4
to the Company's Current Report on Form 8-K filed with the
Securities and Exchange Commission on March 8, 2002.