8-K/A 1 eightk.txt EIGHT K/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2002 (April 4, 2002) INTERGRAPH CORPORATION ------------------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 0-9722 63-0573222 ------------------------ -------------- ------------ (State or other (Commission (I.R.S. jurisdiction of File Number) Employer incorporation) Identificat ion No.) Intergraph Corporation One Madison Industrial Park IW2000 Huntsville, Alabama 35894-0001 ---------------------------- ------------ (Address of principal (Zip Code) executive offices) 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 April 4, 2002, Intergraph Corporation (the "Company") entered into a Settlement, Sale of Technology, and License Agreement (the "Settlement Agreement") with Intel Corporation ("Intel") which, among other things, settles litigation pending between the two companies in the U.S. District Court in Birmingham, Alabama. Under the terms of the Settlement Agreement, Intel will pay $300 million to the Company. The Settlement Agreement also establishes a range of liquidated damages for litigation pending between the two companies in Texas. Pursuant to the Settlement Agreement, the Company has also transferred certain patents to and entered into a cross license arrangement with Intel. The foregoing description of the Settlement Agreement does not purport to be complete and is qualified in its entirety by reference to the Settlement Agreement attached hereto as Exhibit 10.1 and incorporated herein by reference. This filing amends the Current Report on Form 8-K filed April 29, 2002, to include Exhibit A to the attached Settlement Agreement. Item 7. Financial Statements and Exhibits ------------------------------------------------------------------ (c) Exhibits 10.1 (1) Settlement, Sale of Technology, and License Agreement between, inter alia, Intergraph Corporation and Intel Corporation. SIGNATURES 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 hereunto duly authorized. INTERGRAPH CORPORATION Date: April 30, 2002 By: /s/ Larry J. Laster ------------------------------- Name: Larry J. Laster Title: Executive Vice President and Chief Financial Officer EXHIBIT INDEX Exhibit No. Description ----------- -------------------------------------------- 10.1 (1) Settlement, Sale of Technology, and License Agreement between, inter alia, Intergraph Corporation and Intel Corporation. (1) Certain information has been omitted and filed separately with the Securities Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.