As filed with the Securities and Exchange Commission on December 3, 2002
Registration No. 333-______
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INFORMATION HOLDINGS INC.
(Exact name of registrant as specified in its charter)
Delaware 06-1518007
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
2777 Summer Street, Suite 209
Stamford, Connecticut 06905
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(Address, including zip code, of principal executive offices)
Information Holdings Inc. 1998 Stock Option Plan
(Full title of the plan)
Mason P. Slaine
President and Chief Executive Officer
Information Holdings Inc.
2777 Summer Street, Suite 209
Stamford, Connecticut 06905
(203) 961-9106
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(Name, address and telephone number (including area code)
of agent for service)
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COPY TO:
Steven J. Gartner, Esq.
Willkie Farr & Gallagher
787 Seventh Avenue
New York, New York 10019
(212) 728-8000
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Amount to be maximum maximum Amount of
securities to be registered offering price aggregate registration
registered (1) per share (2) offering price(2) fee
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Common Stock,
$0.01 par value 500,000 $15.47 $7,735,000.00 $711.62
per share
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(1) This Registration Statement covers an additional 500,000 shares authorized
to be offered and sold under the Information Holdings Inc. 1998 Stock
Option Plan, as amended (the "Plan"). In addition, this Registration
Statement covers an indeterminable number of additional shares as may
hereafter be offered or issued pursuant to the Plan, to prevent dilution
resulting from stock splits, stock dividends or similar transactions
effected without the receipt of consideration and pursuant to Rule 416(c)
under the Securities Act of 1933, as amended (the "Securities Act").
(2) Estimated solely for calculating the amount of the registration fee,
pursuant to Rule 457(h) under the Securities Act, based on the average of
the high and low prices reported on the New York Stock Exchange on November
26, 2002.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed with the Securities and Exchange Commission
(the "Commission") by Information Holdings Inc. (the "Company") are incorporated
herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2001, filed pursuant to the Securities Exchange Act of
1934 (the "Exchange Act").
(b) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 2002, filed pursuant to the Exchange Act.
(c) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 2002, filed pursuant to the Exchange Act.
(d) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 2002, filed pursuant to the Exchange Act.
(e) The Company's Current Report on Form 8-K and the Company's Amendment
to the Current Report on Form 8-K/A, filed pursuant to the Exchange
Act on January 10, 2002 and March 12, 2002, respectively.
(f) The Company's Current Report on Form 8-K, filed pursuant to the
Exchange Act on October 8, 2002.
(g) The Company's Current Report on Form 8-K, filed pursuant to the
Exchange Act on October 29, 2002.
(h) The Company's Registration Statement on Form S-8 (Registration No.
333-69024), filed under the Securities Act on September 6, 2001.
(i) The description of the Company's common stock, par value $0.01 per
share (the "Common Stock"), incorporated by reference into the
Company's Registration Statement on Form 8-A, filed on August 4, 1998,
pursuant to the Exchange Act, and contained in the Registration
Statement on Form S-1 (Registration No. 333-56665), filed on August 4,
1998, as amended.
In addition, all documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
to the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all the securities offered hereby
have been sold or which deregisters all securities then remaining unsold shall
be deemed to be incorporated herein by reference and to be a part hereof from
the date of the filing of such documents with the Commission. Any statement
contained in a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes hereof to the extent that a statement
contained herein (or in any other subsequently filed document which also is
incorporated by reference herein) modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed to constitute a part
hereof except as so modified or superseded.
Item 8. EXHIBITS
Exhibit No.
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5 Opinion of Willkie Farr & Gallagher as to the legality of the
shares of Common Stock to be originally issued pursuant to the
Plan.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Willkie Farr & Gallagher (included in Exhibit 5).
24 Power of Attorney (reference is made to the signature page).
SIGNATURES
Pursuant to the requirements of the Securities Act, the Company 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 Stamford, State of Connecticut, on the 3rd day of December, 2002.
INFORMATION HOLDINGS INC.
By: /s/ Vincent A. Chippari
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Vincent A. Chippari
Executive Vice President
and Chief Financial Officer
POWER OF ATTORNEY
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KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Mason P. Slaine and Vincent A. Chippari 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, to sign any
and all amendments to this Registration Statement, 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 substitutes or
substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated:
Signature Title Date
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/s/ Mason P. Slaine
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Mason P. Slaine President, Chief Executive November 15, 2002
Officer and Director
(Principal Executive
Officer)
/s/ Vincent A. Chippari
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Vincent A. Chippari Executive Vice President November 15, 2002
and Chief Financial
Officer (Principal
Accounting and Financial
Officer)
/s/ Michael E. Danziger
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Michael E. Danziger Director November 15, 2002
/s/ David R. Haas
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David R. Haas Director November 15, 2002
/s/ Sidney Lapidus
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Sidney Lapidus Director November 15, 2002
/s/ John Vogelstein
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John Vogelstein Director November 15, 2002
EXHIBIT INDEX
Exhibit No. Description
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5 Opinion of Willkie Farr & Gallagher as to the legality of the
shares of Common Stock to be originally issued pursuant to the
Plan.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Willkie Farr & Gallagher (included in Exhibit 5).
24 Power of Attorney (reference is made to the signature page).