8-K 1 ho1310932b.txt CURRENT REPORT ON FORM 8-K UNITED STATES 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 22, 2003 ----------------- 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 and Regulation FD Disclosure. ----------------------------------------- On December 22, 2003, Information Holdings Inc., a Delaware corporation ("Information Holdings"), announced that it has sold its Transcender LLC unit ("Transcender") to a subsidiary of Kaplan Inc., the worldwide educational services provider ("Kaplan"). Under the terms of the agreement, Kaplan has acquired substantially all of the assets of Transcender for cash consideration of $10 million and the assumption of certain operating liabilities. Transcender, a subsidiary of Information Holdings, is a Delaware limited liability company. The press release announcing the consummation of the transaction is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The foregoing is qualified in its entirety by reference to such document. -2- Item 7. Financial Statement and Exhibits. -------------------------------- (c) Exhibits. 99.1 Press Release issued by Information Holdings on December 22, 2003. -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 hereunto duly authorized. INFORMATION HOLDINGS INC. Date: December 22, 2003 By: /s/ Vincent A. Chippari ------------------------------ Name: Vincent A. Chippari Title: Executive Vice President and Chief Financial Officer EXHIBIT INDEX Exhibit Description ------- ----------- 99.1 Press Release issued by Information Holdings Inc. on December 22, 2003.