As Filed With the Securities and Exchange Commission
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
Form S-8 Registration Statement No. 033-53849
POST-EFFECTIVE AMENDMENT NO. 1 TO
Form S-8 Registration Statement No. 033-57211
POST-EFFECTIVE AMENDMENT NO. 1 TO
Form S-8 Registration Statement No. 033-59621
POST-EFFECTIVE AMENDMENT NO. 1 TO
Form S-8 Registration Statement No. 333-79137
POST-EFFECTIVE AMENDMENT NO. 1 TO
Form S-8 Registration Statement No. 333-79129
POST-EFFECTIVE AMENDMENT NO. 1 TO
Form S-8 Registration Statement No. 333-40300
POST-EFFECTIVE AMENDMENT NO. 1 TO
Form S-8 Registration Statement No. 333-100923
POST-EFFECTIVE AMENDMENT NO. 1 TO
Form S-8 Registration Statement No. 333-115479
POST-EFFECTIVE AMENDMENT NO. 1 TO
Form S-8 Registration Statement No. 333-124891
UNDER
THE SECURITIES ACT OF 1933
INTERGRAPH CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
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63-0573222
(I.R.S. Employer
Identification No.) |
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One Madison Industrial Park
Huntsville, Alabama
(Address of Principal Executive Offices)
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35894-0001
(Zip Code) |
INTERGRAPH CORPORATION 1992 STOCK OPTION PLAN
INTERGRAPH CORPORATION ASSUMPTION OF OPTIONS UNDER INTERCAP GRAPHICS
SYSTEMS, INC. 1989
STOCK OPTION PLAN
INTERGRAPH CORPORATION ASSUMPTION OF OPTIONS UNDER INTERCAP GRAPHICS SYSTEMS, INC. 1994 NONQUALIFIED STOCK OPTION PROGRAM
INTERGRAPH CORPORATION 1995 STOCK PURCHASE PLAN
INTERGRAPH CORPORATION 1997 STOCK OPTION PLAN
INTERGRAPH CORPORATION NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
INTERGRAPH CORPORATION 2000 EMPLOYEE STOCK PURCHASE PLAN
INTERGRAPH CORPORATION AMENDED AND RESTATED 2002 STOCK OPTION PLAN
INTERGRAPH CORPORATION 2004 EQUITY INCENTIVE PLAN
INTERGRAPH CORPORATION 2005 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
David Vance Lucas
Vice President, Secretary and General Counsel
Intergraph Corporation
One Madison Industrial Park
Huntsville, Alabama 35894-0001
(256) 730-2000
(Name, address and telephone number, including area code, of Agent for Service)
With copies to:
DEREGISTRATION OF UNSOLD SECURITIES
These Post-Effective Amendments relate to the following Registration Statements on Form
S-8 of Intergraph Corporation (the “Registrant”) (collectively, the “Registration Statements”):
File No.
033-53849, pertaining to the registration of 3,000,000 shares of
the Registrant’s
common stock, par value $.10 per share, issuable under
the Registrant’s 1992 Stock Option Plan,
which was filed with the Securities and Exchange Commission (the
“SEC”) on
May 27, 1994.
File No.
033-57211,
pertaining to the registration of 148,718 shares of
the Registrant’s
common stock, par value $.10 per share, issuable under options assumed by
the Registrant under the Intercap
Graphics Systems, Inc. 1989 Stock Option Plan and the Intercap Graphics Systems, Inc. 1994 Nonqualified Stock
Option Program, which were filed with the SEC on
January 10, 1995.
File No.
033-59621,
pertaining to the registration of 3,200,000 shares of the
Registrant’s common stock, par value $.10 per share, issuable under
the Registrant’s 1995 Stock
Purchase Plan, which was filed with the SEC on
May 26, 1995.
On
August 31, 2006,
the Registrant entered into an Agreement and
Plan of Merger (the
“Merger
Agreement”) with Cobalt Holding Company, a Delaware corporation (
“Parent”), and Cobalt Merger
Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (
“Merger Sub”). Under the
terms of the Merger Agreement, Merger Sub will be merged with and into
the Registrant, with the
Registrant continuing as the surviving corporation and a wholly-owned subsidiary of Parent (the
“Merger”). Parent is owned by Hellman & Friedman, LLC and Texas Pacific Group, private investment
firms. The closing for the Merger (the
“Closing”) has occurred, and the Merger became effective
November 28, 2006 pursuant to the Certificate of Merger filed on the same date with the Secretary
of State of the State of Delaware.
Pursuant to Rule 478(a)(4)
under the Securities Act of 1933, as amended,
the Registrant hereby
de-registers any and all shares of Common Stock originally reserved for issuance under the
Registrant’s 1992 Stock Option Plan, 1995 Stock Purchase Plan, 1997 Stock Option Plan, Nonemployee
Director Stock Option
Plan, 2000 Employee Stock Purchase Plan, Amended and Restated 2002 Stock Option Plan, 2004 Equity
Incentive Plan and 2005 Employee Stock Purchase Plan or under options assumed by
the Registrant under
the Intercap Graphics Systems, Inc. 1989 Stock Option Plan and the Intercap Graphics Systems, Inc.
1994 Nonqualified Stock Option Program, and registered under the Registration
Statements on Forms S-8 listed above, filed with the SEC on the dates listed above, which have not
been issued.
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 these Post-Effective Amendments to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Huntsville, State of
Alabama, on this 1st day of
December, 2006.
KNOW ALL MEN BY THESE PRESENTS, each person whose signature appears below hereby constitutes
and appoints
R. Halsey Wise and
Larry J. Laster, and each of them, 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, to sign any and all amendments
to this Registration Statement, and to file the same, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agents 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 their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, these Post-Effective Amendments to
the registration statements on Form S-8 have been signed below by the following persons in the
capacities indicated on the date indicated below
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Signature |
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President, Chief Executive Officer, and Director (Principal Executive Officer) |
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Senior Vice President and Treasurer |
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Executive Vice President and Chief
Financial Officer (Principal Financial Officer) |
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Vice President, Corporate
Controller, and Chief Accounting Officer (Principal Accounting Officer) |
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Director |
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Director |
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Director |
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Director |
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Director |
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Director |
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