SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 8, 2002
Intergraph Corporation
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-9722 63-0573222
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(State or Other (Commission File (I.R.S. Number
Jurisdiction of Number) Identification No.)
Incorporation)
Intergraph Corporation
One Madison Industrial Park IW2000
Huntsville, Alabama 35894-0001
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (256) 730-2000
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(Former name or former address, if changed since last report)
Item 5. Other Events
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On April 1, 2002, the Board of Directors of Intergraph
Corporation (the "Company") amended and restated the Company's
bylaws (the "Amended Bylaws"). The Amended Bylaws are attached
hereto as Exhibit 3.1.
The Board of Directors also adopted a form of
Indemnification Agreement, to be entered into between the Company
and each of its executive officers and members of the Board of
Directors, that supersedes the existing form of Indemnification
Agreement dated June 3, 1997.
Item 7. Financial Statements, Pro Forma Financial Information
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and Exhibits
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(c) Exhibits:
3.1 Amended and Restated Bylaws, dated April 1, 2002.
10.1 Form of Indemnification Agreement to be entered
into between Intergraph Corporation and each
executive officer and member of the Board of
Directors of the Company.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereto duly authorized.
INTERGRAPH CORPORATION
By: /s/ Larry J. Laster
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Name: Larry J. Laster
Title: Executive Vice President
and Chief Financial Officer
Date: April 8, 2002
Exhibit Index
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Exhibit No. Description
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3.1 Amended and Restated Bylaws of
Intergraph Corporation, dated
April 1, 2002.
10.1 Form of Indemnification
Agreement to be entered into
between Intergraph Corporation
and each executive officer and
member of the Board of
Directors of the Company.