-----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, FfI4EEwOe9320x/BBLNnw5tzIEiYi4czy4I77KfoZ7QJUjbTU4v3j/hnHmUMhGLz /3hBCnZ/F8ecrc1INjl9Yg== 0000899140-98-000366.txt : 19980915 0000899140-98-000366.hdr.sgml : 19980915 ACCESSION NUMBER: 0000899140-98-000366 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19980914 EFFECTIVENESS DATE: 19980914 SROS: NYSE 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: SEC FILE NUMBER: 333-63325 FILM NUMBER: 98708778 BUSINESS ADDRESS: STREET 1: 250 DODGE AVE CITY: EAST HAVEN STATE: CT ZIP: 06512 BUSINESS PHONE: 2034665055 MAIL ADDRESS: STREET 1: 250 DODGE AVE CITY: EAST HAVEN STATE: CT ZIP: 06512 S-8 1 REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on September 14, 1998 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 (I.R.S. Employer of incorporation or organization) Identification Number) 23 Old Kings Highway South Darien, Connecticut 06820 (203) 662-4203 (Address, including zip code, and telephone number, including area 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. 23 Old Kings Highway South Darien, Connecticut 06820 (203) 662-4203 (Name, address, including zip code, and telephone number, including area code, of agent for service) --------------------------------------- Copies 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 Title of securities Amount to be offering price per aggregate offering Amount of to be registered registered share (1) price (1) registration fee ==================================================================================================================== Common Stock, par value $0.01 per share 866,886 $12.00 $10,402,632 $3,069 ====================================================================================================================
(1) Estimated solely for calculating the amount of the registration fee, pursuant to Rule 457(h) under the Securities Act of 1933, as amended (the "Securities Act"). 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 Prospectus, dated August 6, 1998, filed pursuant to the Securities Act on August 7, 1998. (b) the description of the Company's Common Stock, which is incorporated by reference into the Company's Registration Statement on Form 8-A, filed pursuant to the Exchange Act on August 4, 1998. 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 the 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. Item 4. DESCRIPTION OF SECURITIES Inapplicable Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Inapplicable Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 145 of the Delaware General Corporation Law empowers a Delaware corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation) by reason of the fact that such person is or was a director, officer, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. A corporation may indemnify such person against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if he acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, has no reasonable cause to believe his conduct was unlawful. A corporation may, in advance of the final disposition of any civil, criminal, administrative or investigative action, suit or proceeding, pay the expenses (including attorneys' fees) incurred by any officer or director in defending such action, provided that the director or officer undertake to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation. A Delaware corporation may indemnify officers and directors in an action by or in the right of the corporation to procure a judgment in its favor under the same conditions, except that no indemnification is permitted without judicial approval if the officer or director is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him against the expenses (including attorneys' fees) which he actually or reasonably incurred in connection therewith. The indemnification provided is not deemed to be exclusive of any other rights to which an officer or director may be entitled under any corporation's bylaw, agreement, vote or otherwise. The Company has adopted provisions in its Bylaws that provide that the Company shall indemnify its officers and directors to the maximum extent permitted under the Delaware General Corporation Law. In addition, the Purchase Agreement filed as Exhibit 1.1 to the Registration Statement provides for indemnification of the Company, its officers and its directors by the Underwriters under certain circumstances. The Company's officers and directors are also covered under the Company's directors' and officers' insurance policy. Item 7. EXEMPTION FROM REGISTRATION CLAIMED Inapplicable Item 8. EXHIBITS Exhibit No. 4.1(a) Certificate of Incorporation of the Company. 4.2(b) Bylaws of the Company. 4.3(c) Specimen Common Stock certificate. 5 Opinion of Willkie Farr & Gallagher. 23.1 Consent of Ernst & Young LLP (CRC Press, Inc.). 23.2 Consent of Ernst & Young LLP (Information Holdings LLC). 23.3 Consent of Ernst & Young LLP (Micropatent). 23.4 Consent of Robert A. Young, CPA (St. Lucie Press). 23.5 Consent of Willkie Farr & Gallagher (included in Exhibit 5). 24 Power of Attorney (included on the signature page). - ----------------- (a) Incorporated by reference to Exhibit 3.1 to the Company's Registration Statement on Form S-1 (Registration No. 333-56665). (b) Incorporated by reference to Exhibit 3.2 to the Company's Registration Statement on Form S-1 (Registration No. 333-56665). (c) Incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-1 (Registration No. 333-56665). Item 9. UNDERTAKINGS 1. The undersigned registrant hereby undertakes: (a) To file, during any period in which offers or sales are being made, a post-effective amendment to the Registration Statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; (iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement. (b) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. 2. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Company's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 3. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, New York on September 11, 1998. INFORMATION HOLDINGS INC. By: /s/ Mason P. Slaine Mason P. Slaine President and Chief Executive Officer 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 President, Chief Executive Officer and September 11, 1998 /s/ Mason P. Slaine Director (Principal Executive Officer) Mason P. Slaine Executive Vice President and Chief September 11, 1998 /s/ Vincent A. Chippari Financial Officer (Principal Vincent A. Chippari Accounting Officer and Principal Financial Officer) /s/ Michael E. Danziger Michael E. Danziger Director September 11, 1998 /s/ David R. Haas Director September 2, 1998 David R. Haas Director September 11, 1998 /s/ Sidney Lapidus Sidney Lapidus Director September 11, 1998 /s/ David E. Libowitz David E. Libowitz
INDEX TO EXHIBITS Exhibit No. Description of Exhibit - ---------- ---------------------- 5 Opinion of Willkie Farr & Gallagher. 23.1 Consent of Ernst & Young LLP (CRC Press, Inc.). 23.2 Consent of Ernst & Young LLP (Information Ventures LLC). 23.3 Consent of Ernst & Young LLP (Micropatent). 23.4 Consent of Robert A. Young, CPA (St. Lucie Press). 23.5 Consent of Willkie Farr & Gallagher (included in Exhibit 5). 24 Power of Attorney (included on the signature page). EX-5 2 OPINION OF WILLKIE FARR & GALLAGHER Willkie Farr & Gallagher 787 Seventh Avenue New York, NY 10019-6099 September 11, 1998 Information Holdings Inc. 23 Old Kings Highway South Darien, Connecticut 06820 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 September 11, 1998 in connection with the registration under the Securities Act of 1933, as amended (the "Act"), by the Company of an aggregate of 866,886 shares of Common Stock, par value $0.01 per share (the "Common Stock"), which are issuable upon exercise of stock options granted or to be granted under the Information Holdings Inc. 1998 Stock Option Plan (the "Plan"). As counsel for the Company, we have examined, among other things, such Federal and state laws and originals and/or copies (certified or otherwise identified to our satisfaction) of such documents, certificates and records as we deemed necessary and appropriate for the purpose of preparing this opinion. Based on the foregoing, we hereby inform you that in our opinion the shares of Common Stock to be originally issued upon exercise of stock options granted or to be granted under the Plan have been duly and validly authorized for issuance and, when issued in accordance with the terms of the Plan for consideration in excess of $0.01 per share, will be validly issued, fully paid, and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission. This 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. Very truly yours, /s/ Willkie Farr & Gallagher EX-23.1 3 CONSENT OF ERNST & YOUNG LLP (CRC PRESS, INC.) Exhibit 23.1 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We consent to the incorporation by reference in the Registration Statement (Form S-8, No. 333-00000) pertaining to the Information Holdings Inc. 1998 Stock Option Plan of our report dated May 29, 1998, with respect to the consolidated financial statements of CRC Press, Inc., included in the Registration Statement (Form S-1, No. 333-56665) of Information Holdings Inc., filed with the Securities and Exchange Commission. /s/ ERNST & YOUNG LLP West Palm Beach, Florida September 9, 1998 EX-23.2 4 CONSENT OF E & Y LLP (INFORMATION VENTURES LLC) Exhibit 23.2 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8, No. 333-00000) pertaining to the Information Holdings Inc. 1998 Stock Option Plan of our reports dated April 20, 1998 and June 8, 1998, with respect to the consolidated financial statements of Information Ventures LLC, included in the Registration Statement (Form S-1, No. 333-56665) of Information Holdings Inc., filed with the Securities and Exchange Commission. /s/ ERNST & YOUNG LLP New York, New York September 10, 1998 EX-23.3 5 CONSENT OF ERNST & YOUNG LLP (MICROPATENT) Exhibit 23.3 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8, No. 333-00000) pertaining to the Information Holdings Inc. 1998 Stock Option Plan of our report dated June 8, 1998, with respect to the financial statements of Micropatent, included in the Registration Statement (Form S-1, No. 333-56665) of Information Holdings Inc., filed with the Securities and Exchange Commission. /s/ ERNST & YOUNG LLP New York, New York September 10, 1998 EX-23.4 6 CONSENT OF ROBERT A. YOUNG, CPA (ST. LUCIE PRESS) Exhibit 23.4 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT I consent to the incorporation by reference in the Registration Statement (Form S-8, No. 333-00000) pertaining to the Information Holdings Inc. 1998 Stock Option Plan of my report dated June 5, 1998, with respect to the financial statements of St. Lucie Press Corporation Inc., included in the Registration Statement (Form S-1, No. 333-56665) of Information Holdings, Inc., filed with the Securities and Exchange Commission. /s/ Robert A. Young, CPA Robert A. Young, CPA West Palm Beach, Florida September 9, 1998 -----END PRIVACY-ENHANCED MESSAGE-----