UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
November 30, 2006 (November 29, 2006)
INTERGRAPH CORPORATION
(Exact Name of Registrant as Specified in Charter)
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| Delaware
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0-9722
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63-0573222 |
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer Identification No.) |
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| One Madison Industrial Park IW 2000, Huntsville, AL
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35894-0001 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (256) 730-2000
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Introductory Note
On November 29, 2006, Intergraph Corporation (the “Company”) completed its merger (the
“Merger”) with Cobalt Merger Corp. (“Merger Sub”) pursuant to which the Company has been acquired
by an investor group led by Hellman & Friedman LLC and Texas Pacific Group.
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information set forth in Item 5.01 is incorporated by reference into this Item 2.01.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing.
In connection with the closing of the Merger, the Company notified the Nasdaq Global Select
Market (the “Nasdaq”) on November 29, 2006 that each outstanding share of the Company’s common
stock, par value $0.10 per share, was cancelled and converted into the right to receive $44.00,
without interest and less applicable withholding taxes, and requested that the Nasdaq file with the
Securities and Exchange Commission an application on Form 25 to report that the shares of common
stock of the Company are no longer listed on the Nasdaq. In connection with the completion of the
Merger, trading of the Company’s common stock on the Nasdaq was suspended as of the close of
trading on November 29, 2006.
Item 3.03. Material Modification in Rights of Security Holders.
In connection with the Merger, each publicly held outstanding share of the Company’s common
stock, par value $0.10 per share, was cancelled and converted into the right to receive $44.00,
without interest and less applicable withholding taxes.
Item 5.01. Changes in Control of Registrant
On November 29, 2006, pursuant to the terms of the Agreement and Plan of Merger (the “Merger
Agreement”), dated as of August 31, 2006, by and among Cobalt Holding Company (“Parent”), Merger
Sub and the Company, Merger Sub was merged with and into the Company, with the Company being the
surviving corporation in the Merger. As a result of the Merger, all publicly held shares of common
stock of the Company were canceled and converted into the right to receive $44.00 in cash per
share, without interest and less any applicable withholding taxes, and holders of the Company’s
common stock, stock options and restricted stock units became entitled to receive Merger
consideration in an aggregate amount of approximately $1.3 billion in cash from Parent. As a
result of the Merger, the Company became a wholly owned subsidiary of Parent, a majority of the
stock of which is owned by investment funds affiliated with Hellman & Friedman LLC, Texas Pacific
Group and JMI Equity. Parent is financing the purchase price for the canceled shares of Company
common stock through a combination of equity and debt financing.
On November 29, 2006, the Company issued a press release announcing the completion of the
Merger. A copy of the press release is filed as an exhibit hereto and is incorporated herein by
reference.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers; Compensatory Arrangements of Certain Officers
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connection with the Merger, each of Sidney L. McDonald, Thomas J.
Lee, Lawrence R. Greenwood,
Linda L. Green, Richard W. Cardin, Michael D. Bills and Kevin M. Twomey voluntarily
resigned from the board of directors of the Company on November 29, 2006. Following the Merger, R.
Halsey Wise will continue to serve as a member of the board of directors of the Company.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits:
Exhibit 99.1 Press Release dated November 29, 2006