AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 11, 2001
REGISTRATION NO. 333-
--------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
------------------------------------

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------------------
INTRADO INC.
(Exact name of registrant as specified in its charter)

DELAWARE 84-0796285
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
GEORGE K. HEINRICHS
MICHAEL D. DINGMAN, JR.
INTRADO INC.
6285 LOOKOUT ROAD
BOULDER, COLORADO 80301
(303) 581-5600
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices and agent for service)
------------------------------------
COPY TO:
STEVEN S. SIEGEL
J. DAVID HERSHBERGER
BROWNSTEIN HYATT & FARBER, P.C.
410 SEVENTEENTH STREET, 22ND FLOOR
DENVER, COLORADO 80202
(303) 223-1100
------------------------------------

Approximate date of commencement of proposed sale to public: as soon as
practicable after the registration statement becomes effective.

If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earliest effective
registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

------------------------------------

CALCULATION OF REGISTRATION FEE
=====================================================================================================================
Proposed Maximum Proposed Maximum
Title of Each Class of Amount to be Offering Price per Aggregate Offering Amount of
Securities to be Registered Registered Unit (1) Price Registration Fee
- ---------------------------------------------------------------------------------------------------------------------

Common Stock, $0.001 par value 800,306 $14.53 $11,628,446 $2,907.12
=====================================================================================================================

(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c).

The Registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this registration statement
will thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a) may determine.

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THE
SELLING STOCKHOLDERS MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION
STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN
OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT
PERMITTED.

PROSPECTUS

SUBJECT TO COMPLETION. DATED JUNE , 2001.

INTRADO INC.

UP TO 800,306 SHARES OF COMMON STOCK

The selling stockholders listed on page 7 are offering up to 800,306
shares of common stock. Intrado will not receive any proceeds from the sale of
common stock by the selling stockholders.

Our common stock is traded on the Nasdaq National Market under the
symbol "TRDO." On June 5, 2001, the average of the high and low price for our
common stock was $14.53 per share.

The selling stockholders may sell the common stock on the Nasdaq
National Market at prevailing market prices, in negotiated transactions, or
otherwise. See "Plan of Distribution."

SEE "RISK FACTORS" BEGINNING ON PAGE 2 TO READ ABOUT FACTORS YOU SHOULD
CONSIDER BEFORE BUYING SHARES OF THE COMMON STOCK.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY
BODY HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

The date of this prospectus is June ___, 2001.

ABOUT INTRADO INC.

Intrado Inc. is the leading provider of 9-1-1 operations support system
services to telecommunications carriers. Our customers include incumbent local
exchange carriers, competitive local exchange carriers, wireless carriers, and
state and local governments in North America. We have redefined the market for
9-1-1 operations support systems by creating the first and largest 9-1-1 service
bureau, with over 101 million subscriber data records under management
throughout North America.

We manage the data that enables a 9-1-1 call to be routed to the appropriate
public safety answering point or "PSAP" with accurate and timely information
about the caller's identification, call-back number and location. Each day, we
receive subscriber and coverage updates from our telecommunications carrier
customers, as well as public safety jurisdiction boundary changes from PSAPs.
Records identified as potentially having problems are separated automatically
and reviewed and analyzed by our data integrity team. The clean data is then
inserted into the 9-1-1 system, so that the call may be routed to the
appropriate PSAP with the correct location and call-back number. This complex
and detailed process allows our customers to comply with regulatory mandates and
to provide additional value-added services.

Our solution is comprehensive and cost-effective, as well as highly reliable
and secure. Our customers may outsource virtually all of their 9-1-1 data
management operations, including system activation, routine data administration,
event transaction processing and performance management. Our customers include,
among others, Ameritech, AT&T Wireless Services, BellSouth, Worldcom, Sprint
PCS, the General Services Commission of the State of Texas and Qwest. In
addition, we license our 9-1-1 operations support system software to carriers
that wish to manage their 9-1-1 data systems in-house.

We incorporated in July 1979 in the State of Colorado under the name Systems
Concepts of Colorado, Inc. and reincorporated in September 1993 in the State of
Delaware under the name SCC Communications Corp. In May 2001, we changed the
name of our company to Intrado Inc.

RISK FACTORS

You should carefully consider the risks described below before making an
investment decision.

OUR OPERATING RESULTS MAY FLUCTUATE, CAUSING OUR STOCK PRICE TO DECLINE.

Our quarterly revenue and operating results are difficult to predict and
may fluctuate significantly from quarter to quarter. We experienced a profit in
1998, but had a net loss of approximately $1.3 million in 1999 and a net loss of
$9.5 million in 2000. Therefore, you should not rely on period-to-period
comparisons of revenue or operating results as an indication of our future
performance. If our quarterly revenue or operating results fall below the
expectations of the investors or securities analysts, the price of our common
stock could fall substantially.

Our operating results may continue to fluctuate as a result of many
factors, including:

- our planned investments in research, development and marketing
to expand our service offerings;
- the size, timing and duration of significant customer
contracts;
- our ability to integrate new customers and assets acquired in
acquisitions, such as our May 2001 acquisition of Lucent
Public Safety Systems;
- the number of subscriber records under our management;
- the unpredictable rate of adoption of wireless services by
public service answering points;
- the introduction and market acceptance of our and our
competitors' new products and services;
- price competition from entities with substantially greater
resources than us;
- the amount of up-front expenditures required to meet our
customers' demands and to expand our infrastructure, combined
with the length of our sales cycle;
- the success or failure of our Alliance Program, which we
initiated in 1999 to partner with companies that provide
support systems to competitive local exchange carriers that
are complementary with our 9-1-1 support systems, such as
billing and customer care services;

- technical difficulties and network downtime, including that
caused by unauthorized access to our systems; and
- new developments in telecommunications legislation and
regulations.

WE DEPEND ON LARGE CONTRACTS FROM A LIMITED NUMBER OF SIGNIFICANT CUSTOMERS AND
THE LOSS OF ANY OF THOSE CONTRACTS WOULD ADVERSELY AFFECT OUR OPERATING RESULTS.

We historically have depended on, and expect to continue to depend on,
large contracts from a limited number of significant customers. We provide our
services to a range of customers, including incumbent local exchange carriers,
competitive local exchange carriers, wireless carriers and state and local
government agencies. We also license our software and provide 9-1-1 data
clearinghouse services directly and indirectly to over 750 independent telephone
companies. During the year ended December 31, 2000, we recognized approximately
66% of total revenue from continuing operations from Ameritech, BellSouth Inc.
and Qwest, each of which accounted for greater than 10% of our revenue. During
the year ended December 31, 1999, we recognized approximately 81% of total
revenue from Ameritech, BellSouth Inc. and Qwest, each of which accounted for
greater than 10% of our revenue. No other customers accounted for more than 10%
of our total revenue during those periods. We believe that these customers may
continue to represent a substantial portion of our total revenue in the future.
Certain contract provisions allow these customers to cancel their contracts with
us in the event of changes in regulatory, legal, labor or business conditions.
Our contracts with these customers expire in 2005. The loss of any of these
customers would have a material adverse effect on our business, financial
condition and results of operations.

IN ACQUIRING LUCENT PUBLIC SAFETY SYSTEMS, WE MAY EXPERIENCE FINANCIAL OR
OPERATIONAL PROBLEMS AND YOUR OWNERSHIP INTEREST MAY BE SIGNIFICANTLY DILUTED.

In May 2001, we acquired specified assets and assumed specified liabilities
associated with the business of Lucent Public Safety Systems, an internal
venture of Lucent Technologies Inc. The acquisition may not produce the
revenues, earnings or business synergies that we anticipate. To integrate the
operations and personnel of the acquired business, we may encounter significant
difficulties and incur substantial expenses. In particular, we may lose the
services of key employees of the acquired business and the separation of the
business from Lucent Technologies may impair relationships between the acquired
business and its employees and customers. Because our management has limited
experience in acquisitions and in integrating acquired companies or technologies
into our operations, we may not be able to manage the proposed acquisition
successfully. Moreover, the time and effort we spend integrating the acquired
business into our business may divert our time and attention from existing
operations.

Furthermore, Lucent Public Safety Systems was not accounted for as a
separate reporting entity within Lucent Technologies. As a result, we may
encounter unexpected financial or operational difficulties that were not
apparent from historical financial reports. This could prevent us from realizing
the anticipated benefits of the acquisition and cause the market value of our
common stock to decline.

OUR BUSINESS IS SUBJECT TO GOVERNMENT REGULATION AND OTHER LEGAL UNCERTAINTIES,
WHICH COULD ADVERSELY AFFECT OUR OPERATIONS.

The market for our services and products has been influenced by various
laws and regulations, including:

- the adoption of regulations under the Telecommunications Act
of 1996;
- the duties imposed on Intrado as a result of its status as a
competitive local exchange carrier;
- the duties imposed on incumbent local exchange carriers by the
Telecommunications Act of 1996 to open the local telephone
markets to competition;
- the responsibilities of local exchange carriers to provide
subscriber records to emergency service providers under the
Wireless Communications and Public Safety Act of 1999;
- the impact of various federal and state regulations on
wireless carriers that provide enhanced 9-1-1 service;
- various state and local requirements, including but not
limited to jurisdictions in which we are a regulated utility
and may be a party to various regulatory actions; and
- the requirements imposed on carriers by the Federal
Communications Commission in Docket 94-102.

Any changes to these legal requirements, including those caused by the adoption
of new regulations by federal or state regulatory authorities or by legal
challenges, could have a material adverse effect upon the market for our

services and products. Although these laws and regulations were designed or
modified in some respects to expand competition in the telecommunications
industry, the realization of these objectives is subject to many uncertainties,
including renewed Congressional interest, judicial and administrative
proceedings designed to define rights, obligations, and activities of local
exchange carriers, and other regulatory, economic and political factors.

Litigation, regulatory changes, and legislative activity may delay full
implementation of the Telecommunications Act or similar state legislation, which
could adversely affect demand for our services and products. Any invalidation,
repeal, modification or delay in the requirements imposed by the Federal
Communications Commission or by any state utility commissions could have a
material adverse effect on our business, financial condition and results of
operations. Moreover, customers may require us, or we otherwise may deem it
necessary or advisable, to modify our services and products to address actual or
anticipated changes in the regulatory environment. Any other delays in
implementation of these laws and regulations, or other regulatory changes or
similar developments, could materially adversely affect our business, financial
condition and results of operations.

9-1-1 services generally are funded by a locally imposed monthly
subscriber fee. A portion of this fee is paid to the local carrier providing the
9-1-1 services. We generally receive a monthly fee per subscriber from our
customers for management of 9-1-1 data records, allowing the carrier to match
our fixed revenue stream for 9-1-1 services with a fixed cost for record
management. Changes by local governments in the funding mechanism for 9-1-1
services or the parties responsible for the provision of such services could
have a material adverse effect on our business, financial condition and results
of operations.

OUR MARKET IS CHARACTERIZED BY RAPID TECHNOLOGICAL CHANGE, AND WE COULD LOSE OUR
COMPETITIVE POSITION AND FAIL TO GROW OUR BUSINESS IF WE DO NOT DEVELOP AND
OFFER NEW PRODUCTS AND SERVICES.

The market for our services is characterized by rapid technological change,
frequent new product or service introductions, evolving industry standards and
changing customer needs. If we are unable to develop and introduce new services
and products to these new markets in a timely manner, or if a new release of a
product or service to such new markets does not achieve market acceptance, our
business, financial condition and results of operations could be materially
adversely affected.

SUBSTANTIALLY ALL OF OUR REVENUE IS DERIVED FROM OUR 9-1-1 DATA MANAGEMENT
SOLUTION AND OUR OPERATING RESULTS MAY DEPEND UPON OUR ABILITY TO CONTINUE TO
SELL THIS SOLUTION.

We currently derive substantially all of our revenue from the provisioning
of our 9-1-1 data management solution to incumbent local exchange carriers,
competitive local exchange carriers, wireless carriers and state and local
government agencies. Accordingly, we are susceptible to adverse trends affecting
this market segment, including government regulation, technological obsolescence
and the entry of new competition. We expect that this market may continue to
account for substantially all of our revenue in the near future. As a result,
our future success depends on our ability to continue to sell our 9-1-1
solution, maintain and increase our market share by providing other value-added
services to the market, and successfully adapt our technology and services to
other related markets. Markets for our existing services and products may not
continue to expand and we may not be successful in our efforts to penetrate new
markets.

OUR OPERATING RESULTS COULD BE ADVERSELY AFFECTED IF WE UNDERESTIMATE COSTS ON
OUR FIXED PRICE CONTRACTS.

During the year ended December 31, 2000, approximately 89% of our revenue
was generated on a fixed price per subscriber basis. We generally enter into
contracts with two- to ten-year terms and we generally receive a fixed monthly
fee based upon the number of subscribers and upon the services selected by the
customer. Therefore, our failure to estimate accurately the resources required
for a fixed price per subscriber contract could have a material adverse effect
on our business, financial condition and results of operations.

WE COULD INCUR SUBSTANTIAL COSTS FROM PRODUCT LIABILITY CLAIMS RELATING TO OUR
SOFTWARE.

Because our services and licensed software products are utilized by our
customers to provide critical 9-1-1 services, we are subject to product
liability and related claims. Our agreements with customers typically require us
to indemnify customers for our own acts of negligence. Product liability
insurance is expensive and may not be available in the future. We cannot be sure
that we will be able to maintain or obtain insurance coverage at

acceptable costs or in sufficient amounts or that our insurer may not disclaim
coverage as to a future claim. A product liability claim may adversely affect
our business, operating results or financial condition.

OUR OPERATING RESULTS COULD BE ADVERSELY AFFECTED BY ANY INTERRUPTION OF OUR
SERVICES OR SYSTEM FAILURE.

Our operations depend on our ability to maintain our computer and
telecommunications equipment and systems in effective working order, and to
protect our systems against damage from fire, natural disaster, power loss,
telecommunications failure, sabotage, unauthorized access to our system or
similar events. Although all of our mission-critical systems and equipment are
designed with built-in redundancy and security, any unanticipated interruption
or delay in our operations could have a material adverse effect on our business,
financial condition and results of operations. Furthermore, any addition or
expansion of our facilities to increase capacity could increase our exposure to
damage from fire, natural disaster, power loss, telecommunications failure or
similar events. Our property and business interruption insurance may not be
adequate to compensate us for any losses that may occur in the event of a system
failure. Furthermore, insurance may not be available to us at all or, if
available, may not be commercially reasonable.

THE MARKET FOR 9-1-1 DATA MANAGEMENT SOLUTIONS IS HIGHLY COMPETITIVE, AND WE
COULD LOSE OUR MARKET POSITION IF WE FAIL TO COMPETE EFFECTIVELY.

The market for 9-1-1 data management solutions is intensely competitive and
we expect competition to increase in the future. We believe that the principal
competitive factors affecting the market for 9-1-1 data management services
include flexibility, reliability, manageability, technical features, wireless
support, performance, ease of use, price, scope of product offerings, and
customer service and support. We may not be able to maintain our competitive
position against current and potential competitors, especially those with
significantly greater financial, marketing, support service, technical and other
competitive resources.

CLAIMS BY OTHER COMPANIES THAT OUR PRODUCTS INFRINGE THEIR PROPRIETARY RIGHTS
COULD ADVERSELY AFFECT OUR FINANCIAL CONDITION.

As the number of entrants to our markets increases and the functionality of
our services and products increases and overlaps with the products and services
of other companies, we may become subject to claims of infringement or
misappropriation of the intellectual property rights of others. In certain
customer agreements, we agree to indemnify our customers for any expenses or
liabilities resulting from claimed infringements of patents, trademarks or
copyrights of third parties. In some instances, the amount of the indemnities
may be greater than the revenue we received from the customer. Any claims or
litigation, with or without merit, could be time consuming, result in costly
litigation or require us to enter into royalty or licensing arrangements. Any
royalty or licensing arrangements, if required, may not be available on terms
acceptable to us, if at all, and could have a material adverse effect on our
business, financial condition and results of operations.

THE MARKET PRICE OF OUR COMMON STOCK MAY EXPERIENCE PRICE FLUCTUATIONS FOR
REASONS OVER WHICH WE HAVE NO CONTROL.

The stock market has from time to time experienced, and is likely to
continue to experience, extreme price and volume fluctuations. Recently, prices
of securities of high technology companies have been especially volatile and
have often fluctuated for reasons that are unrelated to the operating
performance of the affected companies. The market price of shares of our common
stock has fluctuated greatly since our initial public offering and could
continue to fluctuate due to a variety of factors, some of which are not within
our control. In the past, companies that have experienced volatility in the
market price of their stock have been the objects of securities class action
litigation. If we were the object of securities class action litigation, it
could result in substantial costs and a diversion of our management's attention
and resources.

OUR CORPORATE DOCUMENTS AND DELAWARE LAW MAKE A TAKEOVER OF OUR COMPANY MORE
DIFFICULT, WHICH MAY ADVERSELY AFFECT THE MARKET PRICE OF THE COMMON STOCK.

Our charter and bylaws and Section 203 of the Delaware General Corporation
Law contain provisions that might enable our management to resist a corporate
takeover. Among other things, the board of directors has the ability to issue
"blank check" preferred stock without stockholder approval. These provisions may
discourage, delay or prevent a change in control or a change in our management.
These provisions also could discourage proxy

contests and make it more difficult for you to elect directors and take other
corporate actions. In addition, these provisions could adversely affect the
price that investors are willing to pay for shares of common stock and prevent
you from realizing the premium return that stockholders may receive in
conjunction with a corporate takeover.

OUR OFFICERS AND DIRECTORS HAVE SIGNIFICANT VOTING POWER AND MAY SUBSTANTIALLY
INFLUENCE THE OUTCOME OF ANY STOCKHOLDER VOTE.

As of April 24, 2001, members of our board of directors and our executive
officers, together with members of their families and entities that are
affiliated with such persons, beneficially own approximately 18.5% of the
outstanding shares of our common stock. Accordingly, these stockholders are able
to influence the election of our board of directors and the outcome of corporate
actions requiring stockholder approval, such as mergers and acquisitions. These
stockholders may be able to delay or prevent a change in control and may
adversely affect the voting and other rights of other holders of common stock.

CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS

This prospectus and the information incorporated by reference may include
"forward-looking statements" within the meaning of Section 27A of the Securities
Act and Section 21E of the Exchange Act. We intend the forward-looking
statements to be covered by the safe harbor provisions for forward-looking
statements in these sections. All statements regarding our expected financial
position and operating results, our business strategy, our financing plans and
the outcome of any contingencies are forward-looking statements. These
statements can sometimes be identified by our use of forward-looking words such
as "may," "believe," "plan," "will," "anticipate," "estimate," "expect,"
"intend" and other phrases of similar meaning. Known and unknown risks,
uncertainties and other factors could cause the actual results to differ
materially from those contemplated by the statements. The forward-looking
information is based on various factors and was derived using numerous
assumptions.

Although we believe that our expectations that are expressed in these
forward-looking statements are reasonable, we cannot promise that our
expectations will turn out to be correct. Our actual results could be materially
different from our expectations, including the following:

This list is intended to identify some of the principal factors that could cause
actual results to differ materially from those described in the forward-looking
statements included elsewhere in this report. These factors are not intended to
represent a complete list of all risks and uncertainties inherent in our
business, and should be read in conjunction with the more detailed cautionary
statements included in this prospectus under the caption "Risk Factors."

DESCRIPTION OF COMMON STOCK

The description of our common stock, $0.001 par value, is included in our
Registration Statement on Form 8-A, which was filed with the Securities and
Exchange Commission on April 30,1998. We have incorporated our Registration
Statement on Form 8-A by reference. As of June 8, 2001, we have 14,438,661
shares of common stock issued and outstanding.

SELLING STOCKHOLDERS

The following table sets forth information regarding the ownership of our
common stock by the selling stockholders and the maximum number of shares that
may be sold pursuant to this prospectus.

Shares Which Shares Owned After
Number of Shares May be Sold Offering (1)
Owned Before the Pursuant to this ----------------------------
Selling Stockholders Offering Prospectus Number Percentage
- ----------------------------------------- ------------------- ----------------- ---------- -------------

RS Investment Management Co. LLC 632,111 632,111 -0- -0-
Schneider Securities, Inc. 31,605 31,605 -0- -0-
Genesis Select Corporation 100,000 100,000 -0- -0-
Leopard Communications 36,590 36,590 -0- -0-

- -----------------------------------------
(1) Assumes all shares offered are sold.

Except as otherwise noted, the selling stockholders, nor their officers,
directors and major shareholders, has held any material relationship with
Intrado or any of our affiliates within the past three years other than as an
owner of Intrado's securities.

PLAN OF DISTRIBUTION

The common stock covered by this prospectus may be offered and sold
from time to time by the selling stockholders or by their pledgees, donees,
transferees or other successors in interest, including in one or more of the
following transactions:

- on the Nasdaq National Market;
- in the over-the-counter market;
- in transactions other than on the Nasdaq National Market or in
the over-the-counter market;
- through brokers or dealers, or in direct transactions with
purchasers;
- in connection with short sales;
- by pledge to secure debts and other obligations;
- in connection with the writing of options, in hedge
transactions, and in settlement of other transactions in
standardized or over-the-counter options; or
- in a combination of any of the above transactions.

The selling stockholders may sell their shares at prevailing market prices,
at prices related to prevailing market prices, at negotiated prices, or at fixed
prices. There is no assurance that the selling stockholders will sell any or all
of their common stock. Brokers and dealers that are used will either receive
discounts or commissions from the selling stockholders, or will receive
commissions from the purchasers.

The selling stockholders may also elect to sell their shares pursuant to
Rule 144 under the Securities Act of 1933. We have agreed to indemnify the
selling stockholders against certain liabilities, including liabilities arising
under the Securities Act of 1933.

LEGAL OPINION

For the purposes of this offering, Brownstein Hyatt & Farber, P.C. has
given its opinion as to the validity of the shares offered by the selling
stockholders.

EXPERTS

The financial statements and schedule incorporated by reference in this
prospectus and elsewhere in the registration statement have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
report with respect thereto, and are included in reliance upon the authority
of said firm as experts in accounting and auditing in giving said reports.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports, proxy statements, and other
information with the SEC. Our SEC filings are available to the public over the
Internet at the SEC's web site at www.sec.gov. You may also read and copy any
document we file at the SEC's public reference rooms in Washington, D.C., New
York, New York and Chicago, Illinois. The public reference room in Washington,
D.C. is located at 450 Fifth Street, N.W. Please call the SEC at 1-800-SEC-0330
for further information about the public reference rooms.

Our common stock is listed on the Nasdaq National Market. Reports, proxy
statements, and other information concerning Intrado can be reviewed at the
offices of Nasdaq Operations, 1735 "K" Street, N.W., Washington, D.C. 20006.

The SEC allows us to "incorporate by reference" the information we file
with it, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus, and information that we file later with
the SEC will automatically update and supersede this information. We incorporate
by reference the documents listed below and any future filings made with the SEC
under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of
1934:

- Annual Report on Form 10-K for the year ended December 31,
2000;

- Current Reports on Form 8-K filed May 11, May 14 and June 4,
2001;

- Definitive Proxy Statement for the 2000 Annual Meeting of
Stockholders filed May 10, 2001; and

- the description of our common stock contained in our
registration statement on Form 8-A, filed August 14, 1996.

We have also filed a registration statement on Form S-3 with the SEC under the
Securities Act of 1933. This prospectus does not contain all of the information
set forth in the registration statement. You should read the registration
statement for further information about our company and the common stock. You
may request a copy of these filings at no cost. Please direct your requests to:

Michael D. Dingman, Jr.
Chief Financial Officer
Intrado Inc.
6285 Lookout Road
Boulder, Colorado 80301
(303) 581-5600

You may also want to refer to our web site at www.intrado.com. However, our web
site is not a part of this prospectus.

You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not authorized
anyone else to provide you with different information. Intrado and

the selling stockholders are not making an offer of the common stock in any
state where the offer is not permitted. You should not assume that the
information in this prospectus or any prospectus supplement is accurate as of
any date other than the date on the front page of those documents.

TABLE OF CONTENTS

Page
-------

About Intrado Inc........................................................ 2
Risk Factors............................................................. 2
Cautionary Note About Forward-Looking Statements......................... 6
Description of Common Stock.............................................. 7
Selling Stockholders..................................................... 7
Plan of Distribution..................................................... 7
Legal Opinion............................................................ 8
Experts.................................................................. 8
Where You Can Find More Information...................................... 8

COMMON STOCK
$0.001 PAR VALUE

INTRADO INC.

PROSPECTUS

JUNE 11, 2001

PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following expenses incurred in connection with the sale of the
securities being registered will be borne by the Registrant. Other than the SEC
registration fee and Nasdaq filing fee, the amounts stated are estimates.

SEC Registration Fee $ 2,907.12
Nasdaq Filing Fee 8,003.06
Printing and Engraving 1,000.00
Legal Fees and Expenses 5,000.00
Accounting Fees and Expenses 5,000.00
Miscellaneous 3,000.00
------------------
TOTAL $ 24,910.18
==================

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the Delaware General Corporation Law (the "DGCL") permits
indemnification of directors, officers, employees and agents of corporations
under certain conditions and subject to certain limitations. The Registrant's
bylaws include provisions to require the Registrant to indemnify its directors
and executive officers to the fullest extent permitted by the DGCL, including
circumstances in which indemnification is otherwise discretionary; the bylaws
further permit the Registrant to indemnify other officers, employees and agents
as permitted by the DGCL. The Registrant has entered into indemnification
agreements with each of its directors and officers to effect such
indemnification obligations. In addition, the Registrant maintains directors'
and officers' liability coverage to insure its indemnification of its directors
and officers.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, or persons controlling the Registrant,
the Registrant has been informed that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable. No dealer, salesman or any other person has been
authorized in connection with this Offering to give any information or to make
any representations other than those contained in this prospectus and, if given
or made, such information or representations must not be relied upon as having
been authorized by the Registrant. This prospectus does not constitute an offer
to sell or a solicitation of an offer to buy any of the securities offered
hereby in any jurisdiction in which such offer or solicitation is not authorized
or in which the person making such offer or solicitation is not qualified to do
so or to any person to whom it is unlawful to make such an offer or
solicitation. Neither the delivery of this prospectus nor any sale made
hereunder shall, under any circumstances, create an implication that there has
been no change in the circumstances of the Registrant or the facts herein set
forth since the date hereof.

ITEM 16. EXHIBITS.

EXHIBIT
NUMBER DESCRIPTION
------- -----------

2.01 Amended and Restated Agreement for the Purchase and Sale of
Assets by and between SCC Communications Corp. and Lucent
Technologies, Inc., dated as of May 11, 2001. (1)
2.02 Certificate of Ownership and Merger merging Intrado Inc. into
SCC Communications Corp. as filed with the Secretary of State
of Delaware on June 4, 2001. (2)
3.01 Amended and Restated Certificate of Incorporation of the
Company. (3)
3.02 Restated Bylaws of the Company to be effective upon the
closing of the offering. (3)
4.01 Form of Certificate for SCC Communications Corp. Common Stock.
(3)
4.02 Reference is made to Exhibits 3.1 and 3.2. (3)
4.03 Certificate of Designation of Series A Preferred Stock. (1)
4.04 Specimen Certificate for Intrado Inc. Common Stock. (2)
5.01 Opinion and Consent of Brownstein Hyatt & Farber, P.C. as to
legality of securities being registered. *
10.01 Fourth Amended and Restated Registration Rights Agreement,
dated March 5, 1996. (3)
10.02 1990 Stock Option Plan. (3)
10.03 1998 Stock Incentive Plan. (3)
10.04 1998 Employee Stock Purchase Plan, as amended. (3)
10.05 Form of Directors' and Officers' Indemnification Agreement.
(3)
10.06 9-1-1 Services Agreement between Ameritech Information
Systems, Inc. and SCC Communications Corp., signed August 31,
1994. (3)+
10.07 Agreement for Services between SCC Communications Corp. and U
S West Communications, Inc. dated December 28, 1995. (3)+

II-1

EXHIBIT
NUMBER DESCRIPTION
------- -----------

10.08 Services Agreement No. PR-9026-L between SCC Communications
Corp. and BellSouth Telecommunications, Inc. dated October 13,
1995. (3)+
10.09 Wireless E9-1-1 Agreement between SCC Communications Corp. and
Ameritech Mobile Communications, Inc. dated April 1998. (3)+
10.10 Asset Purchase Agreement between SCC Communications Corp. and
Printrak International, Inc., dated July 18, 1997. (3)+
10.11 Amendment One to Asset Purchase Agreement between SCC
Communications Corp. and Printrak International, Inc. (3)
10.12 Bank One Loan Agreement dated April 15, 1997, effective as of
July 1, 1996. (3)
10.13 Banc One Capital Partners and SCC Communications Corp. Senior
Subordinated Note and Warrant Purchase Agreement, dated
November 20, 1997. (3)
10.14 Banc One Senior Subordinated Note due November 30, 2003. (3)
10.15 Banc One Warrant Certificate. (3)
10.16 Banc One and SCC Communications Corp. Option Agreement, dated
November 20, 1997. (3)
10.17 Banc One and SCC Communications Corp. Registration Rights
Agreement, dated November 20, 1997. (3)
10.18 Co-Sale Agreement, dated November 20, 1997, between SCC
Communications Corp., George Heinrichs, John Sims, Nancy
Hamilton, The Hill Partnership III, Ameritech Development
Corporation, Boston Capital Ventures Limited Partnership and
Banc One Capital Partners. (3)
10.19 Preemptive Rights Agreement between Banc One Capital Partners
and SCC Communications Corp. (3)
10.20 Master Lease Agreement Between Ameritech Credit Corporation
and SCC Communications Corp., dated March 11, 1996. (3)
10.21 Consulting Agreement Between SCC Communications Corp. and
Ameritech Mobile Communications, Inc. dated October 27, 1997.
(3)+
10.22 Bank One Loan Change in Terms Agreement effective as of April
15, 1998. (3)
10.23 Employment Agreement between Nancy Hamilton and SCC
Communications Corp. (4)
10.24 Genesis Select Corporation and SCC Communications Corp. Common
Stock Purchase Warrant Agreement, dated April 19, 2000. (5)
10.25 Leopard Communications and SCC Communications Corp. Common
Stock Purchase Warrant Agreement, dated April 19, 2000. (5)
10.26 Employment Agreement between Carol Nelson and SCC
Communications Corp. (5)
10.27 Form of Subscription Agreement dated as of May 10, 2001 by and
between SCC Communications Corp. and RS Investment Management
Co. LLC. (6)
10.28 Form of Registration Rights Agreement dated as of May 10, 2001
by and between SCC Communications Corp. and RS Investment
Management Co. LLC. (6)
10.29 Registration Rights Agreement dated as of May 11, 2001 between
SCC Communications Corp, Lucent Technologies Inc., and Lucent
Technologies Guardian I Corp. (1)
23.01 Consent of Arthur Andersen LLP, Independent Public
Accountants. **
23.02 Consent of Brownstein Hyatt & Farber, P.C. (included in
Exhibit 5.01). *
24.01 Power of Attorney (included in Part II of this Registration
Statement under the caption "Signatures"). *

- -----------
* Filed herewith.
** To be filed by amendment.
(1) Incorporated by reference to the Registrant's Current Report
on Form 8-K, as filed on May 14, 2001.
(2) Incorporated by reference to the Registrant's Current Report
on Form 8-K, as filed on June 4, 2001.
(3) Incorporated by reference to the Registrant's Registration
Statement on Form S-1 (File No. 333-49767), as amended.
(4) Incorporated by reference to the Registrant's Form 10-K for
the fiscal year ended December 31, 1998.
(5) Incorporated by reference to the Registrant's Form 10-Q for
the Quarter ended June 30, 2000.
(6) Incorporated by reference to the Registrant's Current Report
on Form 8-K, as filed on May 11, 2001.
+ Confidential treatment has been requested for a portion of
these Exhibits.

ITEM 17. UNDERTAKINGS.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective registration statement.

(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement;

II-2

PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or
Form F-3, and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial BONA FIDE offering
thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the Registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
section 15(d) of the 1934 Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of
expenses incurred or paid by a director, officer or controlling person
of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be governed
by the final adjudication of such issue.

II-3

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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boulder, State of Colorado, on June 11, 2001.

INTRADO INC.
a Delaware corporation

By: /s/ George K. Heinrichs
------------------------------------
Name: George K. Heinrichs
Title: Chief Executive Officer, President and
Chairman of the Board of Directors
(PRINCIPAL EXECUTIVE OFFICER)

POWER OF ATTORNEY

We, the undersigned officers and directors of Intrado Inc. hereby
severally constitute George K. Heinrichs and Michael D. Dingman, Jr., and each
of them singly, our true and lawful attorneys with full power to them, and each
of them singly, to sign for us and in our names in the capacities indicated
below the Registration Statement filed herewith and any and all amendments to
said Registration Statement, and generally to do all such things in our name and
behalf in our capacities as officers and directors to enable Intrado Inc. to
comply with the provisions of the Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by our said attorneys, or any of
them, to said Registration Statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and Power of Attorney has been signed below by the
following persons in the capacities and on the dates indicated:

NAME AND SIGNATURE TITLE DATE
- ----------------------------------------- ----------------------------------- -----------------------

/s/ George K. Heinrichs Chief Executive Officer, June 11, 2001
- ----------------------------------------- President and Chairman of the
George K. Heinrichs Board of Directors (PRINCIPAL
EXECUTIVE OFFICER)

/s/ Michael D. Dingman, Jr. Chief Financial Officer June 11, 2001
- ----------------------------------------- (PRINCIPAL FINANCIAL OFFICER AND
Michael D. Dingman, Jr. PRINCIPAL ACCOUNTING OFFICER)

/s/ Stephen O. James Director June 11, 2001
- -----------------------------------------
Stephen O. James

/s/ David Kronfeld Director June 11, 2001
- -----------------------------------------
David Kronfeld

II-4

NAME AND SIGNATURE TITLE DATE
- ----------------------------------------- ----------------------------------- -----------------------

/s/ Philip Livingston Director June 11, 2001
- -----------------------------------------
Philip Livingston

/s/ Mary Beth Vitale Director June 11, 2001
- -----------------------------------------
Mary Beth Vitale

/s/ Winston J. Wade Director June 11, 2001
- -----------------------------------------
Winston J. Wade

/s/ Darrell A. Williams Director June 11, 2001
- -----------------------------------------
Darrell A. Williams

EXHIBIT INDEX *

EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
------- -----------------------

5.01 Opinion and Consent of Brownstein Hyatt & Farber, P.C. as to
legality of securities being registered. +
23.01 Consent of Arthur Andersen LLP, Independent Public
Accountants. #
23.02 Consent of Brownstein Hyatt & Farber, P.C. (included in
Exhibit 5.01). +
24.01 Power of Attorney (included in Part II of this Registration
Statement under the caption "Signatures"). +

- -------------
* Excludes exhibits incorporated by reference. For a list of
exhibits incorporated by reference, refer to "Item 16.
Exhibits" above.
+ Filed herewith.
# To be filed by amendment.

II-5