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)
CANADA | 98-0119485 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
3755 Riverside Drive
P.O. Box 9707, Station T
Ottawa, Ontario, Canada K1G 4K9
(Address of Principal Executive Offices) (Zip Code)
2002 – 2015 Restricted Share Unit 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
Title of Securities To Be Registered | Amount To Be Registered | Proposed Maximum Offering Price Per Share | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee | |||||||||
Common Shares without par value | 1,000,000 shares | (1) | US$ | 36.48 | (2) | US$ | 36,480,000 | US$ | 3,904 |
(1) | This registration statement shall also cover any additional Common Shares which become issuable upon exchange of Restricted Stock Units granted under the Cognos Incorporated 2002-2015 Restricted Stock Unit 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. |
(2) | The price of US$36.48 per share, which is the average of the high and low prices of the Common Stock as reported on the Nasdaq National Market System on October 31, 2006, 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 No. 333-102793 on Form S-8, relating to the Registrant’s 2002-2015 Restricted Share Unit Plan (formerly entitled the 2002-2005 Restricted Share Unit Plan), and as filed with the Securities and Exchange Commission on January 29, 2003, is effective. Pursuant to General Instruction E of Form S-8, the contents of the above listed Registration Statement is 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 Annual Report on Form 10-K for the fiscal year ended February 28, 2006 which contains audited financial statements for the fiscal year ended February 28, 2006.
(b) The Registrant’s Quarterly Reports on Form 10-Q for the fiscal quarters ended May 31, 2006 and August 31, 2006.
(c) The Registrant’s Current Reports on Form 8-K filed on the following dates: March 30, 2006, March 30, 2006, May 15, 2006, May 25, 2006, June 6, 2006, July 10, 2006, July 20, 2006, August 8, 2006, September 7, 2006 and October 24, 2006.
(d) The Registrant’s Forms 12b-25 filed on May 15, 2006 and July 10, 2006.
(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.
(f) 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.
4.1 | Restated Articles of Incorporation of the Company dated May 3, 2006. | |
4.2 | By-Laws of the Company (incorporated by reference to Exhibit 3.3 to the Company’s Annual Report on Form 10-K filed on May 29, 2002). | |
23.1 | Consent of Ernst & Young LLP | |
24.1 | 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 2nd day of November, 2006.
COGNOS INCORPORATED | ||
By: | /s/ Robert G. Ashe | |
Robert G. Ashe | ||
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.
Signature | Title(s) | Date | ||
/s/ Robert G. Ashe Robert G. Ashe | Chief Executive Officer, President and Director (Principal Executive Officer) | November 2, 2006 | ||
/s/ Tom Manley Tom Manley | Senior Vice President, Finance and Administration and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | November 2, 2006 | ||
/s/ Renato Zambonini Renato Zambonini | Chairman of the Board of Directors | November 2, 2006 | ||
/s/ John E. Caldwell John E. Caldwell | Director | November 2, 2006 | ||
/s/ Paul D. Damp Paul D. Damp | Director | November 2, 2006 | ||
/s/ Pierre Y. Ducros Pierre Y. Ducros | Director | November 2, 2006 | ||
/s/ Robert W. Korthals Robert W. Korthals | Director | November 2, 2006 | ||
/s/ Janet R. Perna Janet R. Perna | Director | November 2, 2006 | ||
/s/ John J. Rando John J. Rando | Director | November 2, 2006 | ||
/s/ William V. Russell William V. Russell | Authorized Representative in the United States and Director | November 2, 2006 | ||
/s/ James M. Tory James M. Tory, Q.C. | Director | November 2, 2006 |
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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 2nd day of November, 2006.
/s/ William V. Russell |
William V. Russell |
Authorized U.S. Representative |
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EXHIBIT INDEX
Exhibit No. | Description of Exhibit | |
4.1 | Restated Articles of Incorporation of the Company dated May 3, 2006. | |
4.2 | By-Laws of the Company (incorporated by reference to Exhibit 3.3 to the Company’s Annual Report on Form 10-K filed on May 29, 2002). | |
23.1 | Consent of Ernst & Young LLP. | |
24.1 | Power of Attorney (included in the signature pages of this Registration Statement) |
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