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):
March 8, 2002 (March 5, 2002)
Intergraph Corporation
----------------------
(Exact Name of Registrant as Specified in Charter)
Delaware 63-0573222
-------------------------------------------------------------------
(State or Other (Commission File (I.R.S. Number
Jurisdiction of Number) Identification No.)
Incorporation)
Intergraph Corporation
One Madison Industrial Park IW2000
Huntsville, Alabama 35894-0001
-------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:
(256) 730-2000
--------------
-------------------------------------------------------------------
(Former name or former address, if changed since last report)
Item 5. Other Events
---------------------
On August 25, 1993, the Board of Directors of Intergraph
Corporation (the "Company") declared a distribution of one stock
purchase right (a "Right") for each outstanding share of the
Company's common stock, $.10 par value per share (the "Company
Common Stock"), to shareholders of record at the close of
business on September 7, 1993 and for each share of Company
Common Stock issued thereafter, and entered into a related
Rights Agreement. The Board of Directors amended the Rights
Agreement on March 16, 1999.
On March 4, 2002, the Board of Directors of the Company
adopted an Amended and Restated Rights Agreement. Each Right, as
amended, entitles the registered holder to purchase from the
Company one share of Common Stock at a purchase price of $65.00
per share, subject to adjustment. The description and terms and
conditions of the Rights, as amended, are set forth in an Amended
and Restated Rights Agreement dated March 5, 2002 by and between
the Company and Computershare Investor Services, LLC, as Rights
Agent (the "Rights Agreement"), a copy of which is filed herewith
as an exhibit.
Item 7. Financial Statements, Pro Forma Financial Information
-----------------------------------------------------------------
and Exhibits
------------
(c) Exhibits:
4 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).
99 Press Release dated March 8, 2002.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereto duly authorized.
INTERGRAPH CORPORATION
By:/s/ Larry J. Laster
---------------------
Name: Larry J. Laster
-------------------
Title: Director, Executive
Vice President, and
Chief Financial Officer
Date: March 8, 2002
Exhibit Index
-------------
Exhibit No. Description
----------- -----------
4 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).
99 Press Release dated March 8,
2002