Cognos Inc (Other) (S-8)
27 Septiembre 2007 - 3:14PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
COGNOS INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)
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CANADA
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98-0119485
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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3755 Riverside Drive
P.O. Box 9707, Station T
Ottawa, Ontario, Canada K1G 4K9
(Address of Principal Executive Offices) (Zip Code)
2003 – 2016 Stock Option Plan
(formerly the 2003-2008 Stock Option Plan)
(Full Title of the Plan)
William V.
Russell
Cognos Corporation
15 Wayside Road
Burlington, MA 01803-4609
(Name and Address of Agent For Service)
(781) 229-6600
(Telephone Number, Including Area Code, of Agent For Service)
Copy to:
Kevin M. Barry, Esq.
Bingham McCutchen LLP
150 Federal Street
Boston,
Massachusetts 02110
Calculation Of Registration Fee
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Title of Securities To Be Registered
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Amount To Be
Registered
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Proposed
Maximum
Offering Price
Per Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Common Shares without par value
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1,000,000 shares(1)
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US$41.83(2)
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US$41,825,000
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US$1,284.18
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(1)
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This registration statement shall also cover any additional Common Shares which become issuable upon exercise of options granted under the Cognos Incorporated
2003-2016 Stock Option Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of outstanding Common Shares of Cognos
Incorporated.
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(2)
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The price of US$41.83 per share, which is the average of the high and low prices of the Common Stock as reported on the Nasdaq Global Select Market on
September 25, 2007, is set forth solely for purposes of calculating the filing fee pursuant to Rules 457(c) and (h).
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This Registration Statement registers additional securities of the same class as other
securities for which Registration Statement Nos. 333-107965, 333-117981, 333-12886 and 333-138385 on Form S-8, each relating to the Registrant’s 2003-2016 Stock Option Plan, and as filed with the Securities and Exchange Commission on
August 14, 2003, August 6, 2004, October 7, 2005 and November 2, 2006, respectively, are effective. Pursuant to General Instruction E of Form S-8, the contents of the above listed Registration Statements are
incorporated by reference herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents
by Reference.
The following documents filed by Cognos Incorporated (the “Registrant” or the
“Company”) with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are incorporated by reference in this Registration Statement:
(a) The Registrant’s Form S-8, File No. 333-107965, filed on August 14, 2003, the Registrant’s Form S-8,
File No. 333-117981, filed on August 6, 2004, the Registrant’s Form S-8, File No. 333-12886, filed on October 7, 2005 and the Registrant’s Form S-8 File No. 333-138385, filed on November 2, 2006.
(b) The Registrant’s Annual Report on Form 10-K for the fiscal year ended February 28, 2007 which contains audited
consolidated financial statements for the fiscal year ended February 28, 2007.
(c) The Registrant’s Quarterly
Report on Form 10-Q for the fiscal quarter ended May 31, 2007.
(d) The Registrant’s Current Reports on Form
8-K filed on the following dates: March 22, 2007, June 22, 2007, July 9, 2007, September 5, 2007 and September 17, 2007.
(e) The description of the Common Shares in the section entitled “Description of Share Capital” contained in the Registrant’s Registration Statement on Form F-10 filed
with the Commission on June 20, 2002.
All documents subsequently filed with the Commission by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered herein have been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or replaces such statement. Any statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 8. Exhibits.
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4.2
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Restated Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended
February 28, 2007, filed on April 27, 2007).
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4.3
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Amended By-Laws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2002, filed
on May 29, 2002).
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5.1
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Opinion of Bennett Jones LLP.
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23.1
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Consent of Ernst & Young LLP.
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23.2
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Consent of Bennett Jones LLP (included in Exhibit 5.1).
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24.1
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Power of Attorney (included in the signature pages of this Registration Statement)
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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 Ottawa, Province
of Ontario, Canada on the 27
th
day of September, 2007.
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COGNOS INCORPORATED
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By:
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/s/ Robert G. Ashe
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Robert G. Ashe
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Chief Executive Officer, President and Director
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POWER OF ATTORNEY AND SIGNATURES
EACH PERSON WHOSE SIGNATURE appears below this Registration Statement hereby constitutes and appoints Tom Manley and W. John Jussup and
each of them, with full power to act without the other, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead in any and all capacities (until revoked in writing)
to sign all amendments (including post-effective amendments) to this Registration Statement on Form S-8 of Cognos Incorporated 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, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary fully to all intents and purposes as he might or could do in
person thereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
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Signature
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Title(s)
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Date
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/s/ Robert G. Ashe
Robert G. Ashe
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Chief Executive Officer, President
and Director (Principal Executive Officer)
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September 27, 2007
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/s/ Tom Manley
Tom Manley
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Senior Vice President, Finance and
Administration and Chief Financial Officer
(Principal Financial Officer and Principal
Accounting Officer)
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September 27, 2007
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/s/ Renato Zambonini
Renato Zambonini
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Chairman of the Board of Directors
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September 27, 2007
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/s/ John E. Caldwell
John E. Caldwell
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Director
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September 27, 2007
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/s/ Paul D. Damp
Paul D. Damp
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Director
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September 27, 2007
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/s/ Pierre Y. Ducros
Pierre Y. Ducros
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Director
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September 27, 2007
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/s/ Robert W. Korthals
Robert W. Korthals
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Director
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September 27, 2007
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/s/ Janet R. Perna
Janet R. Perna
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Director
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September 27, 2007
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/s/ John J. Rando
John J. Rando
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Director
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September 27, 2007
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/s/ William V. Russell
William V. Russell
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Authorized Representative
in the United States and Director
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September 27, 2007
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/s/ James M. Tory
James M. Tory, Q.C.
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Director
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September 27, 2007
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/s/ David Galloway
David Galloway
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Director
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September 27, 2007
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AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, as amended, the Authorized Representative has duly caused this Registration Statement to be signed on its behalf
by the undersigned, solely in its capacity as the duly authorized representative of Cognos Incorporated in the United States, in the City of Saratoga, State of California, on this 27th day of September, 2007.
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/s/ William V. Russell
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William V. Russell
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Authorized U.S. Representative
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6
EXHIBIT INDEX
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Exhibit No.
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Description of Exhibit
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4.2
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Restated Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended
February 28, 2007, filed on April 27, 2007).
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4.3
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Amended By-Laws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2002, filed
on May 29, 2002).
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5.1
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Opinion of Bennett Jones LLP.
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23.1
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Consent of Ernst & Young LLP.
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23.2
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Consent of Bennett Jones LLP (included in Exhibit 5.1).
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24.1
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Power of Attorney (included in the signature pages of this Registration Statement)
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7
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