-----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, DoWtX5XV1dcES7GtJNfmInys+7khWk3Vt9l9xPKo6LpMvSNlUGRZoyZghgRyIkVD MVCnv+f+trnKLTTSCTwYnw== 0000899140-01-500503.txt : 20020413 0000899140-01-500503.hdr.sgml : 20020413 ACCESSION NUMBER: 0000899140-01-500503 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20011227 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20011228 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INFORMATION HOLDINGS INC CENTRAL INDEX KEY: 0001063744 STANDARD INDUSTRIAL CLASSIFICATION: BOOKS: PUBLISHING OR PUBLISHING AND PRINTING [2731] IRS NUMBER: 061518007 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14371 FILM NUMBER: 1825643 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 8-K 1 nfo988678b.txt CURRENT REPORT ON FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - -------------------------------------------------------------------------------- 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): December 27, 2001 INFORMATION HOLDINGS INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 1-14371 06-1518007 -------- ------- ---------- (State or other (Commission File (IRS Employer jurisdiction of Number) Identification No.) incorporation) 2777 Summer Street, Suite 209, Stamford, CT 06905 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (203) 961-9106 -------------- (Registrant's telephone number, including area code) Item 5. Other Events. ------------ Information Holdings Inc. announced on December 28, 2001 that the anticipated merger of Fluid Acquisition Corp., a wholly owned subsidiary of Information Holdings Inc. (NYSE: IHI), with and into Liquent, Inc. became effective on December 27, 2001. As a result of the merger, Liquent, Inc. (NASDAQ: LQNT) has become a wholly owned subsidiary of Information Holdings Inc. Because Fluid Acquisition Corp. previously had acquired more than 90% of the common stock of Liquent, Inc. pursuant to a cash tender offer completed on December 19, 2001, the merger was effected without a meeting of the stockholders of Liquent, Inc. Upon the effectiveness of the merger, each outstanding share of common stock of Liquent, Inc. was converted, subject to appraisal rights, into the right to receive $2.27 in cash, without interest. A notice of the merger, as well as a letter of transmittal to be used by the holders of common stock of Liquent, Inc. in exchanging their shares for the merger consideration, will be mailed promptly by EquiServe Trust Company, NA, the depositary for the merger. Information Holdings Inc. also announced on December 28, 2001 that, as a result of the merger, Nasdaq will delist the common stock of Liquent, Inc. and Liquent, Inc. will apply to the Securities and Exchange Commission to deregister the common stock under the federal securities laws. A copy of the press release issued by Information Holdings Inc. on December 28, 2001 is included as an exhibit to this filing and is incorporated herein by reference. -2- Item 7. Financial Statement and Exhibits. -------------------------------- (a) Financial statements of businesses acquired. Not applicable. (b) Pro forma financial information. Not applicable. (c) Exhibits: 99.1 Press Release dated December 28, 2001. -3- 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 thereunto duly authorized. INFORMATION HOLDINGS INC. (Registrant) Date: December 28, 2001 By: /s/ Vincent A. Chippari ------------------------------ Name: Vincent A. Chippari Title: Executive Vice President and Chief Financial Officer -4- EXHIBIT INDEX Exhibit Description - ------- ----------- 99.1 Press Release dated December 28, 2001. EX-99.1 4 nfo988678c.txt PRESS RELEASE EXHIBIT 99.1 FOR IMMEDIATE RELEASE --------------------- INFORMATION HOLDINGS INC. ANNOUNCES MERGER OF SUBSIDIARY WITH AND INTO LIQUENT, INC. Stamford, CT, December 28, 2001 - Information Holdings Inc. announced today that the anticipated merger of Fluid Acquisition Corp., a wholly owned subsidiary of Information Holdings Inc. (NYSE: IHI), with and into Liquent, Inc. became effective on December 27, 2001. As a result of the merger, Liquent, Inc. (NASDAQ: LQNT) has become a wholly owned subsidiary of Information Holdings Inc. Because Fluid Acquisition Corp. previously had acquired more than 90% of the common stock of Liquent, Inc. pursuant to a cash tender offer completed on December 19, 2001, the merger was effected without a meeting of the stockholders of Liquent, Inc. Upon the effectiveness of the merger, each outstanding share of common stock of Liquent, Inc. was converted, subject to appraisal rights, into the right to receive $2.27 in cash, without interest. A notice of the merger, as well as a letter of transmittal to be used by the holders of common stock of Liquent, Inc. in exchanging their shares for the merger consideration, will be mailed promptly by EquiServe Trust Company, NA, the depositary for the merger. Information Holdings Inc. also announced today that, as a result of the merger, Nasdaq will delist the common stock of Liquent, Inc. and will apply to the Securities and Exchange Commission to deregister the common stock under the federal securities laws. About Information Holdings Inc. - ------------------------------- Information Holdings Inc. is a leading provider of information products and services to scientific, technical, medical, intellectual property and IT learning markets. Through its Intellectual Property Group, which includes MicroPatent(R), Master Data Center(TM), Liquent, IDRAC(R) and LPS Group, IHI provides a broad array of databases, information products and complementary services for intellectual property and regulatory professionals. IHI is recognized as a leading provider of intellectual property information over the Internet. IHI's CRC Press(R) business publishes professional and academic books, journals, newsletters and electronic databases covering areas such as life sciences, environmental sciences, engineering, mathematics, physical sciences and business. IHI's Transcender(R) unit is a leading online provider of IT certification test-preparation products. Its products include exam simulations for certifications from major hardware and software providers. The statements in this press release, which are not historical facts, are forward-looking statements. These forward-looking statements involve risks and uncertainties that could render them materially different. Forward-looking statements are typically statements that are preceded by, followed by or include the words "believes," "plans," "intends," "will," "expects," "anticipates," or similar expressions. Actual results may differ materially from the results predicted, and reported results should not be considered as an indication of future performance. These forward-looking statements involve risks and uncertainties that could render them materially different. More information about factors that could potentially affect IHI's financial results is included in IHI's filings with the SEC, including its quarterly report on Form 10-Q for the quarter ended September 30, 2001, and its Annual Report on Form 10-K for the year ended December 31, 2000. The forward-looking information in this release reflects management's judgment only on the date of this press release. IHI undertakes no responsibility to publicly update the forward-looking statements contained in this press release. For more information, contact: Vincent A. Chippari Information Holdings Inc. 203-961-9208 vchippari@informationholdings.com -----END PRIVACY-ENHANCED MESSAGE-----