-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WvcxS2bxGdfVr5BNB7h2JfizmjjWmwknBtHikvWU3M1XFbJ+y6fcFnt6DG6rFGh9 vyKEvzsbeiWgkpfApv1HVA== 0000950134-01-508133.txt : 20020410 0000950134-01-508133.hdr.sgml : 20020410 ACCESSION NUMBER: 0000950134-01-508133 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20011109 EFFECTIVENESS DATE: 20011109 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INFOUSA INC CENTRAL INDEX KEY: 0000879437 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-DIRECT MAIL ADVERTISING SERVICES [7331] IRS NUMBER: 470751545 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-73092 FILM NUMBER: 1780309 BUSINESS ADDRESS: STREET 1: 5711 S 86TH CIRCLE CITY: OMAHA STATE: NE ZIP: 68127 BUSINESS PHONE: 4025934500 MAIL ADDRESS: STREET 1: 5711 SOUTH 86TH CIRCLE CITY: OMAHA STATE: NE ZIP: 68127 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN BUSINESS INFORMATION INC /DE DATE OF NAME CHANGE: 19930328 S-8 1 d91959s-8.txt FORM S-8 As filed with the Securities and Exchange Commission on November 9, 2001 Registration Statement No. 333- ------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------- INFOUSA INC. ------------------------------------------------------ (Exact Name of Registrant as Specified in Its Charter) Delaware 47-075154 - ------------------------------- ------------------------------------ (State or Other Jurisdiction of (I.R.S. Employer Identification No.) Incorporation or Organization) 5711 South 86th Circle Omaha, Nebraska 68127 - ---------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) infoUSA Inc. 1992 Stock Option Plan ------------------------ (Full Title of the Plan) Stormy L. Dean 5711 South 86th Circle Copy of communications to: Omaha, NE 68127 - ---------------------- Eric O. Madson, Esq. (Name and Address of Robins, Kaplan, Miller & Ciresi L.L.P. Agent for Service) 2800 LaSalle Plaza 800 LaSalle Avenue (402) 593-4500 Minneapolis, MN 55402-2015 - --------------------- (612) 349-8500 (Telephone Number, Including Area Code, of Agent for Service) (cover page is continued on next page) CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------- Proposed Proposed Title of Each Class Of Maximum Maximum Amount Of Securities To Be Amount To Be Offering Price Aggregate Registration Registered (1) Registered (2) Per Share (3) Offering Price Fee - -------------------------------------------------------------------------------------------------------- Common Stock par value 3,566,500 $.0025 per share shares $5.375 $19,169,937.50 $4,792.48 - --------------------------------------------------------------------------------------------------------
(1) Includes the associated preferred stock purchase rights. (2) 5,061,525 shares were registered on Form S-8 (No. 333-37865) on October 14, 1997 and 3,566,500 shares are being registered herewith. (3) Estimated in accordance with Rule 457(h) of the Securities Act of 1933, as amended, solely for the purpose of computing the amount of the registration fee based on the prices of the Registrant's Common Stock as reported on the Nasdaq National Market on November 5, 2001. INCORPORATION OF CONTENTS OF REGISTRATION STATEMENT BY REFERENCE A Registration Statement on Form S-8 (File No. 333-37865) was filed with the Securities and Exchange Commission (the "Commission") on October 14, 1997 covering the registration of 5,061,525 shares in the infoUSA Inc. 1992 Stock Option Plan (the "Plan"). Of the 5,061,525 shares, 3,193,025 shares were Class A Common Stock and 1,868,500 shares were Class B Common Stock. On October 22, 1999, the Registrant reclassified its Class A Common Stock and Class B Common Stock into a single class of common stock, designated as "Common Stock." On that same date, the options to purchase shares of the Class A Common Stock and Class B Common Stock under the Plan were converted into options to purchase an equal number of shares of Common Stock. Pursuant to General Instruction E of Form S-8, this Registration Statement is being filed to register an additional 3,566,500 shares. This Registration Statement should also be considered a post-effective amendment to the prior Registration Statement. The contents of the prior Registration Statement are incorporated herein by reference. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed with the Commission are incorporated in this Registration Statement by reference: 1. Registrant's Annual Report on Form 10-K for the year ended December 31, 2000. 2. All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "1934 Act") for periods ended or as of dates subsequent to December 31, 2000. 3. The description of the Registrant's Common Stock contained in Amendment No. 2 to the Registrant's Registration Statement on Form 8-A, filed on March 20, 2000, and in Amendment No. 2 to its Registration Statement on Form 8-A, also filed on March 20, 2000, with respect to the Registrant's Series A preferred share purchase rights, filed pursuant to Section 12(g) of the 1934 Act, including any amendment or report filed for the purpose of updating such description. All documents hereafter filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a post-effective amendment which indicates that all the securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated herein by reference and to be a part hereof from the date of filing such documents. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Elliot S. Kaplan, a director of the Registrant, is also a member of the law firm of Robins, Kaplan, Miller & Ciresi L.L.P., which will be rendering an opinion as to the legality of the securities being registered. ITEM 8. EXHIBITS. The following are filed as exhibits to this Registration Statement: 4.1 InfoUSA Inc. 1992 Stock Option Plan is incorporated herein by reference to Exhibit 4.1 to the Registrant's Registration Statement on Form S-8, No. 333-37865, filed with the Commission on October 14, 1997. 5.1 Opinion of Robins, Kaplan, Miller & Ciresi L.L.P. as to the legality of Common Stock of the Registrant. 23.1 Consent of KPMG LLP, Independent Accountants. 23.2 Consent of Counsel (included in exhibit 5.1). 24.1 Power of Attorney. 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 this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Omaha, State of Nebraska, on this 9th day of November, 2001. INFOUSA INC. /s/ Stormy L. Dean ------------------------------ By: Stormy L. Dean Title: Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.
Signature Title - --------- ----- /s/ Vinod Gupta Chairman and Chief Executive Officer November 9, 2001 - ----------------------------------- (principal executive officer) Vinod Gupta /s/ Stormy L. Dean Chief Financial Officer November 9, 2001 - ----------------------------------- (principal financial and accounting Stormy L. Dean officer) /s/ Elliot S. Kaplan Director November 9, 2001 - ----------------------------------- Elliot S. Kaplan /s/ Harold W. Andersen Director November 9, 2001 - ----------------------------------- Harold W. Andersen /s/ George F. Haddix Director November 9, 2001 - ----------------------------------- George F. Haddix /s/ Paul A. Goldner Director November 9, 2001 - ----------------------------------- Paul A. Goldner /s/ Cynthia Hardin Milligan Director November 9, 2001 - ----------------------------------- Cynthia Hardin Milligan /s/ Rob S. Chandra Director November 9, 2001 - ----------------------------------- Rob S. Chandra /s/ J. Robert Kerrey Director November 9, 2001 - ----------------------------------- J. Robert Kerrey /s/ Stormy L. Dean - ----------------------------------- Stormy L. Dean Attorney-in-Fact
** Pursuant to the Power of Attorney attached as Exhibit 24.1, this Registration Statement has been signed by Stormy L. Dean. EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 5.1 Opinion of Robins, Kaplan, Miller & Ciresi L.L.P. as to the legality of Common Stock of the Company. 23.1 Consent of KPMG LLP, Independent Accountants. 24.1 Power of Attorney.
EX-5.1 3 d91959ex5-1.txt OPINION OF ROBINS, KAPLAN EXHIBIT 5.1 OPINION OF ROBINS, KAPLAN, MILLER & CIRESI L.L.P. ROBINS, KAPLAN, MILLER & CIRESI L.L.P. 2800 LaSalle Plaza 800 LaSalle Avenue Minneapolis, MN 55402-2015 November 9, 2001 InfoUSA Inc. 5711 South 86th Circle Omaha, Nebraska 68127 Re: REGISTRATION STATEMENT ON FORM S-8 InfoUSA Inc. 1992 Stock Option Plan (the "Plan") REGISTRATION OF 3,566,500 SHARES OF COMMON STOCK Ladies and Gentlemen: This opinion is furnished in connection with the registration under the Securities Act of 1933 on Form S-8 of 3,566,500 shares of common stock, par value $.0025 per share, of infoUSA Inc. (the "Company") to be issued pursuant to the Plan referenced above (the "Shares"). We advise you that it is our opinion, based on our familiarity with the affairs of the Company and upon our examination of pertinent documents, that the Shares will, when issued, be validly issued and lawfully outstanding, fully paid and nonassessable shares of common stock of the Company. The undersigned hereby consents to the filing of this opinion with the Securities and Exchange Commission as an Exhibit to the Registration Statement with respect to said Shares under the Securities Act of 1933. Sincerely, /s/ Robins, Kaplan, Miller & Ciresi L.L.P. EX-23.1 4 d91959ex23-1.txt CONSENT OF KPMG EXHIBIT 23.1 ACCOUNTANTS' CONSENT Board of Directors infoUSA, Inc.: We consent to the incorporation by reference in the registration statement of infoUSA, Inc. of our report dated January 26, 2001, relating to the consolidated balance sheets of infoUSA, Inc. and its subsidiaries as of December 31, 2000 and 1999, and the related consolidated statements of operations, stockholders' equity and comprehensive income, and cash flows for the three-year period ended December 31, 2000, which report is included in infoUSA, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2000. /s/ KPMG LLP ------------ KPMG LLP Omaha, Nebraska November 8, 2001 EX-24.1 5 d91959ex24-1.txt POWER OF ATTORNEY EXHIBIT 24.1 POWER OF ATTORNEY Each person whose signature appears below constitutes and appoints Vinod Gupta and Stormy L. Dean, and each of them, his or her true and lawful attorneys-in-fact and agents, each acting alone, 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 a Registration Statement on Form S-8 to register an additional 3,566,500 shares of the common stock, par value $.0025 per share, of infoUSA Inc. under its 1992 Stock Option Plan, and any or all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, 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, each acting alone, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, this Power of Attorney has been signed by the following persons in the capacities and on the dates indicated.
Signature Title - --------- ----- /s/ Vinod Gupta Chairman and Chief Executive Officer November 7, 2001 - ----------------------------------- (principal executive officer) Vinod Gupta /s/ Stormy L. Dean Chief Financial Officer November 7, 2001 - ----------------------------------- (principal financial and accounting Stormy L. Dean officer) /s/ Elliot S. Kaplan Director November 7, 2001 - ----------------------------------- Elliot S. Kaplan /s/ Harold W. Andersen Director November 7, 2001 - ----------------------------------- Harold W. Andersen /s/ George F. Haddix Director November 7, 2001 - ----------------------------------- George F. Haddix /s/ Paul A. Goldner Director November 7, 2001 - ----------------------------------- Paul A. Goldner /s/ Cynthia Hardin Milligan Director November 7, 2001 - ----------------------------------- Cynthia Hardin Milligan /s/ Rob S. Chandra Director November 7, 2001 - ----------------------------------- Rob S. Chandra /s/ J. Robert Kerrey Director November 7, 2001 - ----------------------------------- J. Robert Kerrey
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