8-A12G/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-A/A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934

INTERGRAPH CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware	63-0573222
(State of incorporation or organization)	(I.R.S. Employer Identification No.)
Intergraph Corporation, One Madison Industrial Park IW 2000, Huntsville, Alabama	35894-0001
(Address of Principal Executive Offices)	(Zip Code)

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. þ If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box. o

Securities Act registration statement file number to which this form relates:                                          (If applicable)

Securities to be registered pursuant to Section 12(b) of the Act:

Common Stock Purchase Rights

(Title of Class)

Securities to be registered pursuant to Section 12(g) of the Act:

None

TABLE OF CONTENTS

EX-2 AMENDMENT TO RIGHTS AGREEMENT

     This Form 8-A/A is filed to supplement and amend the information set forth in the Form 8-A filed by Intergraph Corporation, a Delaware corporation (the “Company”), on October 29, 2002. All capitalized terms not defined herein will have the meanings ascribed to such terms in the Amended and Restated Rights Agreement dated as of March 5, 2002, between the Company and Computershare Investor Services, LLC.

Item 1. Description of Registrant’s Securities to be Registered.

Stock Purchase Rights

  Overview

     We entered into a Rights Agreement dated August 25, 1993 which has been amended and restated pursuant to an Amended and Restated Rights Agreement dated March 5, 2002 (collectively, the “Rights Agreement”). Pursuant to the Rights Agreement, each share of our common stock outstanding as of, and issued after, September 7, 1993 is accompanied by a stock purchase right which entitles the holder to purchase from us one share of our common stock at an initial exercise price of $65 per share, subject to adjustment.

  Exercisability and Transferability of Rights

     Currently, the stock purchase rights are not exercisable or transferable apart from our common stock. The stock purchase rights will become exercisable and transferable upon the earlier to occur of:

• the close of business on the tenth business day (or such 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 or obtained the right to acquire beneficial ownership of 15% (or 10% in the case of an “Adverse Person,” as determined by our board of directors) or more of the then outstanding shares of our common stock; and

• the close of business on the tenth business day (or such 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 the then outstanding shares of our common stock.

   Flip-In Rights

     Upon the acquisition of 15% (or 10% in the case of an “Adverse Person,” as determined by our board of directors) of our common stock by a person or group of persons, any stock purchase rights held by such person or group of persons will become null and void. Each other holder of a stock purchase right will have the right to receive, upon exercise, the number of shares of our common stock having a market value immediately prior to the acquisition equal to two times the then current exercise price of the stock purchase right.

   Flip-Over Rights

     Once the stock purchase rights become exercisable, if we are acquired in a merger or other business combination or if we sell or transfer more than 50% of our assets or earning power, each holder of a stock purchase right will have the right to receive, upon exercise, the number of shares of the common stock of the surviving entity or acquiring party whose value is equal to two times the then current exercise price of the stock purchase rights. This right may be exercised independent of the right exercisable upon the acquisition of 15% of our common stock by a person or group of persons as described above.

   Redemption of Rights

     Our board of directors may vote to redeem the outstanding stock purchase rights, in whole or in part, at a redemption price of $.001 per right, at any time prior to:

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• the close of business on the tenth day after the public announcement that a person or group of affiliated or associated persons has acquired or obtained the right to acquire beneficial ownership of 15% (or 10% in the case of an “Adverse Person,” as determined by our board of directors) or more of the then outstanding shares of our common stock; and

• the close of business on March 5, 2012.

   Exchange of Rights

     At any time after the later of (i) the acquisition of 15% (or 10% in the case of an “Adverse Person,” as determined by our board of directors) or more of our common stock by a person or group of persons as described above, and (ii) any flip-in or flip-over event, our board of directors may exchange the stock purchase rights, in whole or in part, at an exchange ratio of one share of common stock per stock purchase right. However, our board of directors may not effect an exchange if any person or group of persons acquires beneficial ownership of 50% or more of our shares of common stock then outstanding.

   Amendment of Rights Agreement

     At any time prior to the stock purchase rights becoming exercisable, we or our board of directors may amend any provisions of the Rights Agreement granting the stock purchase rights without the approval of the holders of our common stock. At any time after the stock purchase rights become exercisable, we or our board of directors may amend the Rights Agreement in any manner consistent with and for the purpose of fulfilling the objectives of the board of directors in originally adopting the Rights Agreement.

   Rights Agreement

     The terms of the Rights are set forth in a Rights Agreement between the Company and Computershare Investor Services, LLC, as Rights Agent. A copy of the Rights Agreement is an Exhibit to this Form 8-A. A copy of the Rights Agreement is available free of charge from the Rights Agent at the following address:

Computershare Investor Services, LLC
2 North LaSalle Street
Chicago, IL 60602
Attention: Keith Bradley

     On August 31, 2006, the Rights Agreement was amended to render the Rights inapplicable to either (i) the execution and delivery of the Agreement and Plan of Merger, dated as of August 31, 2006, by and among the Company, Cobalt Holding Company, a Delaware corporation (“Parent”), and Cobalt Merger Corp., a Delaware corporation and wholly-owned subsidiary of Parent, or any amendment thereto (the “Merger Agreement”), or the public announcement thereof, or (ii) the consummation of transactions contemplated thereby, including the Merger (as defined in the Merger Agreement).

     This summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Rights Agreement, as amended, which is incorporated in this summary by reference.

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Item 2. Exhibits.

Exhibit No.	Description of Exhibit
1.	Amended and Restated Rights Agreement dated March 5, 2002 between Intergraph Corporation and Computershare Investor Services, LLC as Rights Agent, including the Form of Rights Certificate (Exhibit A), and the Form of Summary of Rights (Exhibit B) (Incorporated by reference to exhibits filed with the Company’s Current Report on Form 8-K dated March 8, 2002, under the Securities Exchange Act of 1934, File No. 0-9722)
2.	Amendment, dated as of August 31, 2006, to the Amended and Restated Rights Agreement between Intergraph Corporation and Computershare Investor Services, LLC

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SIGNATURES

     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 T. Miles
	Name:	Larry T. Miles
	Title:	Vice President and Controller

Date: August 31, 2006

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EXHIBIT INDEX

Exhibit No.	Description of Exhibit
1.	Amended and Restated Rights Agreement dated March 5, 2002 between Intergraph Corporation and Computershare Investor Services, LLC as Rights Agent, including the Form of Rights Certificate (Exhibit A), and the Form of Summary of Rights (Exhibit B) (Incorporated by reference to exhibits filed with the Company’s Current Report on Form 8-K dated March 8, 2002, under the Securities Exchange Act of 1934, File No. 0-9722)
2.	Amendment, dated as of August 31, 2006, to the Amended and Restated Rights Agreement between Intergraph Corporation and Computershare Investor Services, LLC

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EX-2

             AMENDMENT TO THE AMENDED AND RESTATED RIGHTS AGREEMENT
                                     BETWEEN
                             INTERGRAPH CORPORATION
                                       AND
                      COMPUTERSHARE INVESTOR SERVICES, LLC

      THIS AMENDMENT TO THE AMENDED AND RESTATED RIGHTS AGREEMENT (this
"Amendment") is made as of August 31, 2006, between Intergraph Corporation, a
Delaware corporation (the "Company"), and Computershare Investor Services, LLC
(the "Rights Agent"). Capitalized terms used but not otherwise defined in this
Amendment shall have the meanings given them in the Rights Agreement.

      WHEREAS, the Company and the Rights Agent are parties to that certain
Amended and Restated Rights Agreement, dated as of March 5, 2002 (the "Rights
Agreement");

      WHEREAS, the Company is contemplating entering into an Agreement and Plan
of Merger (as the same may be amended from time to time, the "Merger
Agreement"), by and among the Company, Cobalt Holding Company, a Delaware
corporation ("Parent"), and Cobalt Merger Corp., a Delaware corporation and a
wholly-owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub
will be merged with and into the Company with the Company as the surviving
corporation thereof (the "Merger");

      WHEREAS, the Board of Directors of the Company has approved the Merger
Agreement and the Merger and determined that an amendment to the Rights
Agreement as set forth herein is desirable in connection with the execution and
delivery of the Merger Agreement, and the Company and the Rights Agent desire to
evidence such amendment in writing;

      WHEREAS, upon the execution and delivery of the Merger Agreement, Parent,
Merger Sub and/or their Associates and Affiliates may be deemed to be Acquiring
Persons under the Rights Agreement, which would trigger certain events pursuant
to the terms of the Rights Agreement; and

      WHEREAS, pursuant to Section 26 of the Rights Agreement, the Board of
Directors of the Company has approved this Amendment and authorized its
appropriate officers to execute and deliver the same to the Rights Agent.

      NOW, THEREFORE, in consideration of the promises and agreements set forth
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

      1. Amendment of Section 1: Definition of "Acquiring Person." The
definition of "Acquiring Person" set forth in Section 1 of the Agreement is
hereby amended by adding the following sentence to the end of that definition:

      "Notwithstanding anything in this Agreement to the contrary, no Person
      shall be or become an Acquiring Person by reason of (i) the execution and
      delivery of the



      Merger Agreement (or any amendment thereto), or of any agreement or
      document contemplated by the Merger Agreement or in furtherance of the
      transactions contemplated thereby, or the public announcement of any of
      the foregoing, or (ii) the consummation of the transactions contemplated
      thereby, including the Merger."

      2. Amendment of Section 1: Definition of "Adverse Person." The definition
of "Adverse Person" set forth in Section 1 of the Agreement is hereby amended by
adding the following sentence to the end of that definition:

      "Notwithstanding anything in this Agreement to the contrary, "Adverse
      Person" shall not mean Parent, Merger Sub or any of their Affiliates or
      Associates."

      3. Amendment of Section 1: Definition of "Distribution Date." The
definition of "Distribution Date" set forth in Section 1 of the Agreement is
hereby amended by adding the following sentence to the end of that definition:

      "Notwithstanding anything in this Agreement to the contrary, a
      Distribution Date shall not be deemed to have occurred by reason of (i)
      the execution and delivery of the Merger Agreement (or any amendment
      thereto), or of any agreement or document contemplated by the Merger
      Agreement or in furtherance of the transactions contemplated thereby, or
      the public announcement of any of the foregoing, or (ii) the consummation
      of the transactions contemplated thereby, including the Merger."

      4. Amendment of Section 1: Definition of "Share Acquisition Date." The
definition of "Share Acquisition Date" set forth in Section 1 of the Agreement
is hereby amended by adding the following sentence to the end of that
definition:

      "Notwithstanding anything in this Agreement to the contrary, a Share
      Acquisition Date shall not be deemed to have occurred by reason of (i) the
      execution and delivery of the Merger Agreement (or any amendment thereto),
      or of any agreement or document contemplated by the Merger Agreement or in
      furtherance of the transactions contemplated thereby, or the public
      announcement of any of the foregoing, or (ii) the consummation of the
      transactions contemplated thereby, including the Merger."

      5. Amendment of Section 1: Other Definitions. Section 1 of the Rights
Agreement is hereby further amended by adding the following subparagraphs at the
end thereof:

            (p) "Amendment" shall mean the Amendment to the Agreement dated as
      of August 31, 2006 between the Company and the Rights Agent.

            (q) "Parent" shall have the meaning set forth in Section 34 hereof.

            (r) "Merger Sub" shall have the meaning set forth in Section 34
      hereof.

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            (r) "Merger" shall have the meaning set forth in the Merger
      Agreement.

            (s) "Merger Agreement" shall have the meaning set forth in Section
      34 hereof.

      6. Amendment of Section 11(a)(ii). Section 11(a)(ii) of the Rights
Agreement is hereby amended by adding the following sentence to the end thereof:

      "Notwithstanding anything in this Agreement to the contrary, neither (i)
      the execution and delivery of the Merger Agreement (or any amendment
      thereto), or of any agreement or document contemplated by the Merger
      Agreement or in furtherance of the transactions contemplated thereby, or
      the public announcement of any of the foregoing, nor (ii) the consummation
      of the transactions contemplated thereby, including the Merger, shall be
      deemed to be an event described in this Section 11(a)(ii) or cause the
      Rights to be adjusted or to become exercisable in accordance with this
      Section 11 or otherwise."

      7. Amendment of Section 13(a). Section 13(a) of the Rights Agreement is
hereby amended by adding the following sentence to the end thereof:

      "Notwithstanding anything in this Agreement to the contrary, neither (i)
      the execution and delivery of the Merger Agreement (or any amendment
      thereto), or of any agreement or document contemplated by the Merger
      Agreement or in furtherance of the transactions contemplated thereby, or
      the public announcement of any of the foregoing, nor (ii) the consummation
      of the transactions contemplated thereby, including the Merger, shall be
      deemed to be an event described in this Section 13 or cause the Rights to
      be adjusted or to become exercisable in accordance with this Section 13 or
      otherwise."

      8. Addition of Section 34. The Rights Agreement is hereby further
modified, supplemented and amended by adding the following new Section 34:

      "SECTION 34. MERGER WITH COBALT MERGER CORP.

            The Company, Cobalt Holding Company, a Delaware corporation
      ("Parent"), and Cobalt Merger Corp., a Delaware corporation and
      wholly-owned subsidiary of Parent ("Merger Sub"), have entered into an
      Agreement and Plan of Merger, dated on or about August 31, 2006, (as it
      may be amended from time to time, the "Merger Agreement") pursuant to
      which Company agrees, among other things, to merge with Merger Sub, with
      the Company being the surviving entity and a wholly-owned subsidiary of
      Parent following the consummation of the merger, according to the terms
      and conditions set forth in the Merger Agreement (the "Merger").
      Notwithstanding anything in this Agreement to the contrary, if the Merger
      Agreement shall be terminated for any reason, then all of the amendments
      to this Agreement effected by the Amendment shall be deemed

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      repealed and deleted without any further action on the part of the Company
      or the Rights Agent."

            9. Effectiveness. This Amendment shall be deemed effective as of,
      and immediately prior to, the execution and delivery of the Merger
      Agreement. The Rights Agreement, as amended by this Amendment, shall
      remain in full force and effect in accordance with its terms and shall be
      otherwise unaffected hereby.

            10. Successors. All the covenants and provisions of this Amendment
      by or for the benefit of the Company or the Rights Agent shall bind and
      inure to the benefit of their respective successors and assigns hereunder.

            11. Benefits of this Amendment. Nothing in this Amendment shall be
      construed to give to any Person other than the Company, the Rights Agent
      and the registered holders of the Right Certificates (and, prior to the
      Distribution Date, the associated Common Shares) any legal or equitable
      right, remedy or claim under this Amendment or the Rights; but this
      Amendment shall be for the sole and exclusive benefit of the Company, the
      Rights Agent and the registered holders of the Rights (and, prior to the
      Distribution Date, the associated Common Shares).

            12. Severability. The invalidity or unenforceability of any term or
      provision hereof shall not affect the validity or enforceability of any
      other term or provision hereof. If any term, provision, covenant or
      restriction of this Amendment is held by a court of competent jurisdiction
      or other authority to be invalid, void or unenforceable, the remainder of
      the terms, provisions, covenants and restrictions of this Amendment shall
      remain in full force and effect and shall in no way be affected, impaired
      or invalidated.

            13. Governing Law. This Amendment shall be deemed to be a contract
      made under the laws of the State of Delaware and for all purposes shall be
      governed by and construed in accordance with the laws of said State
      applicable to contracts to be made and performed entirely within said
      State.

            14. Counterparts. This Amendment may be executed in any number of
      counterparts and each of such counterparts shall for all purposes be
      deemed to be an original, and all such counterparts shall together
      constitute but one and the same instrument.

                  [Remainder of Page Intentionally Left Blank.]

                                       4


      IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed, all as of the date and year first above written.

                                 INTERGRAPH CORPORATION

                                 By: /s/ R. Halsey Wise
                                     ------------------------------------------
                                 Name: R. Halsey Wise
                                 Title: President & Chief Executive Officer

                                 COMPUTERSHARE INVESTOR SERVICES, LLC

                                 By: /s/ Keith Bradley
                                     ------------------------------------------
                                 Name: Keith Bradley
                                 Title: Vice President



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