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)

 

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

 

 

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$41.83(2)        US$41,825,000        US$1,284.18
 
 

 

(1)

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.

 

(2)

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).

 

 

2

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.

 

4.2   

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).

4.3   

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).

5.1   

Opinion of Bennett Jones LLP.

23.1   

Consent of Ernst & Young LLP.

23.2   

Consent of Bennett Jones LLP (included in Exhibit 5.1).

24.1   

Power of Attorney (included in the signature pages of this Registration Statement)

 

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-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.

 

COGNOS INCORPORATED

By:

 

/s/ Robert G. Ashe

 

Robert G. Ashe

 

Chief Executive Officer, President and Director

 

4

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)

  September 27, 2007

/s/ Tom Manley

Tom Manley

  

Senior Vice President, Finance and
Administration and Chief Financial Officer
(Principal Financial Officer and Principal
Accounting Officer)

  September 27, 2007

/s/ Renato Zambonini

Renato Zambonini

  

Chairman of the Board of Directors

  September 27, 2007

/s/ John E. Caldwell

John E. Caldwell

  

Director

  September 27, 2007

/s/ Paul D. Damp

Paul D. Damp

  

Director

  September 27, 2007

/s/ Pierre Y. Ducros

Pierre Y. Ducros

  

Director

  September 27, 2007

/s/ Robert W. Korthals

Robert W. Korthals

  

Director

  September 27, 2007

/s/ Janet R. Perna

Janet R. Perna

  

Director

  September 27, 2007

/s/ John J. Rando

John J. Rando

  

Director

  September 27, 2007

/s/ William V. Russell

William V. Russell

  

Authorized Representative
in the United States and Director

  September 27, 2007

/s/ James M. Tory

James M. Tory, Q.C.

  

Director

  September 27, 2007

/s/ David Galloway

David Galloway

  

Director

  September 27, 2007

 

5

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.

 

/s/ William V. Russell

William V. Russell

Authorized U.S. Representative

 

6

EXHIBIT INDEX

 

Exhibit No.

 

Description of Exhibit

4.2

 

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).

4.3

 

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).

5.1

 

Opinion of Bennett Jones LLP.

23.1

 

Consent of Ernst & Young LLP.

23.2

 

Consent of Bennett Jones LLP (included in Exhibit 5.1).

24.1

 

Power of Attorney (included in the signature pages of this Registration Statement)

 

7

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