-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FJNLHXA+2di2WTTt+pFNH2nEeN2hutH8MBPCNWLUrzwm87Bvljlw1ohT9CfC9Y6A gdLL+iD3TC1v0vYuJ20Y7g== /in/edgar/work/0000899140-00-000323/0000899140-00-000323.txt : 20000717 0000899140-00-000323.hdr.sgml : 20000717 ACCESSION NUMBER: 0000899140-00-000323 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000714 EFFECTIVENESS DATE: 20000714 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INFORMATION HOLDINGS INC CENTRAL INDEX KEY: 0001063744 STANDARD INDUSTRIAL CLASSIFICATION: [2731 ] IRS NUMBER: 061518007 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-41460 FILM NUMBER: 673237 BUSINESS ADDRESS: STREET 1: 2777 SUMMER STREET STREET 2: SUITE 209 CITY: STAMFORD STATE: CT ZIP: 06905 BUSINESS PHONE: 2034665055 MAIL ADDRESS: STREET 1: 2777 SUMMER STREET STREET 2: SUITE 209 CITY: STAMFORD STATE: CT ZIP: 06905 S-8 1 0001.txt REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on July 14, 2000 Registration No. 333-________________ - -------------------------------------------------------------------------------- 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 - ------------------------------- ---------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization Identification Number) 2777 Summer Street, Suite 209 Stamford, Connecticut 06905 (203) 961-9106 - -------------------------------------------------------------------------------- (Address, including zip code, and telephone number, including area code, of principal executive offices) INFORMATION HOLDINGS INC. 1998 STOCK OPTION PLAN ------------------------------------------------ Mason P. Slaine President and Chief Executive Officer Information Holdings Inc. 2777 Summer Street, Suite 209 Stamford, Connecticut 06905 (203) 961-9106 -------------------------------------- (Name, address, including zip code, and telephone number, including area code, of agent for service) COPY TO: Steven J. Gartner Willkie Farr & Gallagher 787 Seventh Avenue New York, NY 10019 (212) 728-8000 CALCULATION OF REGISTRATION FEE - --------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum Amount of Title of securities Amount to be offering price per aggregate offering registration to be registered registered(1) share (2) price(2) fee Common Stock, par 500,000 $35.65625 $17,828,125 $4,706.63 value $0.01 per share (1) Represents the shares of common stock of Information Holdings Inc. (the "Common Stock") issuable pursuant to the Information Holdings Inc. 1998 Stock Option 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. (2) Estimated solely for calculating the amount of the registration fee, pursuant to paragraphs (c) and (h) of Rule 457 under the Securities Act of 1933 (the "Securities Act") based upon the average of the high and low Nasdaq National Market on July 7, 2000.
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., a Delaware corporation (the "Company"), are incorporated by reference into the Registration Statement: (a) The Company's Annual Report on Form 10-K for the fiscal year ending December 31, 1999, filed March 29, 2000, pursuant to the Securities Exchange Act of 1934 (the "Exchange Act"); (b) The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2000, filed on May 15, 2000, pursuant to the Exchange Act; (c) The Company's Current Reports on Form 8-K, filed on February 14, 2000, February 29, 2000, and March 15, 2000, respectively, pursuant to the Exchange Act; (d) The Company's Registration Statement on Form S-8 (Registration No. 333-63325), filed on September 14, 1998, pursuant to the Exchange Act; (e) The description of the Company's common stock, par value $0.01 per share, 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 by reference in this Registration Statement 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. 5 Opinion of Willkie Farr & Gallagher. 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). -2- SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Company has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Stamford, Connecticut on July 14, 2000. INFORMATION HOLDINGS INC. By: /s/ Mason P. Slaine ------------------------------ Mason P. Slaine President and Chief Executive Officer -3- POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints each of Mason P. Slaine and Vincent A. Chippari, as his true and lawful attorneys-in-fact and agents for the undersigned, with full power of substitution, for and in the name, place and stead of the undersigned to sign and file with the Securities and Exchange Commission under the Securities Act of 1933, as amended, (i) any and all pre-effective and post-effective amendments to this registration statement, (ii) any registration statement relating to this offering that is to be effective upon filing pursuant to rule 462(b) under the Securities Act of 1933, as amended, (iii) any exhibits to any such registration statement or pre-effective or post-effective amendments, (iv) any and all applications and other documents in connection with any such registration statement or pre-effective or post-effective amendments, and generally to do all things and perform any and all acts and things whatsoever requisite and necessary or desirable to enable Information Holdings Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date /s/ Mason P. Slaine President, Chief Executive Officer and July 14, 2000 - ------------------------ Director (Principal Executive Officer) Mason P. Slaine /s/ Vincent A. Chippari Executive Vice President and Chief July 14, 2000 - ------------------------ Financial Officer (Principal Vincent A. Chippari Accounting Officer and Principal Financial Officer) /s/ Michael E. Danziger Director July 14, 2000 - ------------------------ Michael E. Danziger /s/ David R. Hass Director July 14, 2000 - ------------------------ David R. Haas /s/ Sidney Lapidus Director July 14, 2000 - ------------------------ Sidney Lapidus /s/ David E. Libowitz Director July 14, 2000 - ------------------------ David E. Libowitz
-4- INDEX TO EXHIBITS Exhibit No. Description of Exhibit - ---------- ---------------------- 5 Opinion of Willkie Farr & Gallagher. 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). EX-5 2 0002.txt OPINION OF WILLKIE FARR & GALLAGHER WILLKIE FARR & GALLAGHER 787 Seventh Avenue New York, NY 10019-6099 July 14, 2000 Information Holdings Inc. 2777 Summer Street, Suite 209 Stamford, Connecticut 06905 Ladies and Gentlemen: We have acted as counsel to Information Holdings Inc. (the "Company"), a corporation organized under the laws of the State of Delaware, with respect to the Company's Registration Statement on Form S-8 (the "Registration Statement") to be filed by the Company with the Securities and Exchange Commission on or about July 14, 2000, in connection with the registration under the Securities Act of 1933, as amended (the "Act"), by the Company of an aggregate of 500,000 shares (the "Company Shares") of the Company's common stock, par value $0.01 per share, issuable under the Information Holdings Inc. 1998 Stock Option Plan (the "Plan"). We have examined copies of the Amended and Restated Certificate of Incorporation and By-Laws of the Company, the Registration Statement and all resolutions adopted by the Company's Board of Directors. We have also examined such other documents, papers, statutes and authorities as we have deemed necessary to form a basis for the opinion hereinafter expressed. In our examination, we have assumed the genuineness of all signatures and the conformity to original documents of all copies submitted to us. As to various questions of fact material to our opinion, we have relied on statements and certificates of officers and representatives of the Company. Based on the foregoing, we are of the opinion that the Company Shares to be issued under the Plan, when issued and sold in accordance with the terms of the Plan, will be validly issued, fully paid and non-assessable shares of capital stock of the Company. The opinion is limited to the laws of the State of New York, the General Corporation Law of the State of Delaware and the federal laws of the United States of America. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act. Very truly yours, /s/ Willkie Farr & Gallagher EX-23.1 3 0003.txt CONSENT OF ERNST & YOUNG LLP CONSENT OF INDEPENDENT AUDITORS We consent to the reference to our firm in the Registration Statement (Form S-8 No. 333-00000) pertaining to the Information Holdings Inc. 1998 Stock Option Plan and to the incorporation by reference therein of our report dated February 24, 2000, with respect to the consolidated financial statements of Information Holdings Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 1999, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP New York, New York July 12, 2000 -----END PRIVACY-ENHANCED MESSAGE-----