-----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, BJBHz77EUPo0PschJDnO0smxykhBQbrOKix1/g5IaiP9HwTafLly2KBH+GmQRSjv iW/RtRYysRWuedsnnYL/DA== 0000899140-02-000944.txt : 20021203 0000899140-02-000944.hdr.sgml : 20021203 20021203150627 ACCESSION NUMBER: 0000899140-02-000944 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20021203 EFFECTIVENESS DATE: 20021203 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: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-101614 FILM NUMBER: 02847210 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 inf1082319b.txt REGISTRATION STATEMENT ON FORM S-8 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 -------- ---------- (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number) 2777 Summer Street, Suite 209 Stamford, Connecticut 06905 --------------------------- (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 --------------------------------------------------------- (Name, address and telephone number (including area code) of agent for service) --------------------- COPY TO: Steven J. Gartner, Esq. Willkie Farr & Gallagher 787 Seventh Avenue New York, New York 10019 (212) 728-8000 CALCULATION OF REGISTRATION FEE - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- Common Stock, $0.01 par value 500,000 $15.47 $7,735,000.00 $711.62 per share - -------------------------------------------------------------------------------- (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. - ----------- 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 ------------------------------ Vincent A. Chippari Executive Vice President and Chief Financial Officer POWER OF ATTORNEY ----------------- 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 --------- ----- ---- /s/ Mason P. Slaine - ------------------------- Mason P. Slaine President, Chief Executive November 15, 2002 Officer and Director (Principal Executive Officer) /s/ Vincent A. Chippari - ------------------------- Vincent A. Chippari Executive Vice President November 15, 2002 and Chief Financial Officer (Principal Accounting and Financial Officer) /s/ Michael E. Danziger - ------------------------- Michael E. Danziger Director November 15, 2002 /s/ David R. Haas - ------------------------- David R. Haas Director November 15, 2002 /s/ Sidney Lapidus - ------------------------- Sidney Lapidus Director November 15, 2002 /s/ John Vogelstein - ------------------------- John Vogelstein Director November 15, 2002 EXHIBIT INDEX Exhibit No. Description ----------- ----------- 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). EX-5 4 inf1082319c.txt OPINION OF WILLKIE FARR & GALLAGHER Exhibit 5 WILLKIE FARR & GALLAGHER 787 Seventh Avenue New York, NY 10019-6099 December 3, 2002 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 December 3, 2002, 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, when the Registration Statement has become effective under the Act, the Company Shares to be newly issued, when duly issued, sold and paid for in accordance with the terms of the Plan, will be legally issued, fully paid and non-assessable. We are qualified to practice law in the State of New York and do not purport to be experts on, or to express any opinion herein, concerning any law, other than 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 5 inf1082319d.txt CONSENT OF ERNST & YOUNG LLP Exhibit 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the registration of 500,000 shares under the Information Holdings Inc. 1998 Stock Option Plan of our report dated February 21, 2002, with respect to the consolidated financial statements of Information Holdings Inc. and subsidiaries included in its Annual Report (Form 10-K) for the year ended December 31, 2001, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP New York, New York November 26, 2002 -----END PRIVACY-ENHANCED MESSAGE-----