-----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, Q4ynYGw2/zsKZkZvUqk8PWhj0UhRvLE82fWk33lmpzGoJSzzN5ZaPrUKO6TRTGMQ hAM9Q1yugoCClY4iVr5HUQ== 0000912057-00-006415.txt : 20000215 0000912057-00-006415.hdr.sgml : 20000215 ACCESSION NUMBER: 0000912057-00-006415 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000211 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000214 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: SEC FILE NUMBER: 001-14371 FILM NUMBER: 540507 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 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): February 11, 2000 INFORMATION HOLDINGS INC. - -------------------------------------------------------------------------------- (Exact Name of Registrant as specified in its Charter) Delaware 1-14371 06-1518007 - --------------------------------- --------------------- ------------------------ (State or other jurisdiction (Commission File No.) (I.R.S. Employer of corporation) Identification No.) 2777 Summer Street, Stamford, Connecticut 06905 - ---------------------------------------------- --------------------------------- (Address of Principal (Zip Code) Executive Offices) Registrant's telephone number, including area code: (203) 961-9106 --------------------------- N/A - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) ITEM 5. OTHER EVENTS. On February 14, 2000, Information Holdings Inc. (the "Company") announced that it had filed a registration statement on Form S-3 (the "Registration Statement") with the Securities and Exchange Commission for a public offering of up to 4,600,000 shares of its common stock (the "Offering"), including 600,000 shares of common stock to cover over-allotments, if any. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. In the Registration Statement, the Company disclosed that a substantial portion of the net proceeds from the Offering would be used to develop and market its CorporateIntelligence.com web site and to finance future acquisitions. The Company is currently aggregating all of its intellectual property businesses on this web site. The commercial rollout of CorporateIntelligence.com is expected to occur over the course of the year 2000. The Company anticipates an operating loss for the year 2000 as a result of expenditures ranging from $20 to 25 million expected to be incurred in connection with the development, marketing and commercial rollout of CorporateIntelligence.com. In addition, sales and operating results will be negatively affected for the first quarter of 2000, and possibly thereafter, as a result of the termination of the Company's international distribution agreement with Springer Verlag. Additional information regarding the Company and the Offering is contained in the Registration Statement filed with the Securities and Exchange Commission on February 11, 2000. The Registration Statement is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements of Business acquired: None (b) Pro Forma Financial Information: None (c) Exhibits: 99.1 Press Release dated February 14, 2000 -2- SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized. INFORMATION HOLDINGS INC. Date: February 14, 2000 By:/s/ Vincent A. Chippari ----------------------- Name: Vincent A. Chippari Title: Executive Vice President and Chief Financial Officer -3- EXHIBIT INDEX The following Exhibit is filed herewith. Exhibit Number Description - -------------- ----------- 99.1 Press Release dated February 14, 2000. EX-99.1 2 EXH 99.1 INFORMATION HOLDINGS INC. FILES FOR OFFERING OF COMMON STOCK NEW YORK, February 14, 2000 -- Information Holdings Inc. (NYSE: IHI) today announced that it filed a registration statement relating to a proposed offering of 4,000,000 shares of common stock. The underwriters have an option to purchase up to 600,000 additional shares to cover over-allotments, if any. All net proceeds from the offering will go to the Company. The underwriters for the offering are Merrill Lynch & Co., Morgan Stanley Dean Witter and Thomas Weisel Partners. The Company will use a significant portion of the net proceeds to develop and market its B2B intellectual property portal, CorporateIntelligence.com, and to fund future acquisitions. Remaining proceeds will be available for general corporate purposes. A registration statement related to these securities has been filed with the Securities and Exchange Commission, but has not yet become effective. These securities may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Information Holdings Inc. is a leading provider of information products and services, primarily to the intellectual property and scientific markets. Through its CorporateIntelligence.com unit, which includes MicroPatent -Registered Trademark- and Master Data Center-TM-, the Company provides a broad array of databases, information products and complementary services for intellectual property professionals. The Company is recognized as a leading provider of intellectual property information over the Internet. In addition, the Company's CRC Press -Registered Trademark- 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. Information Holdings Inc. is listed on the New York Stock Exchange and trades under the symbol: IHI. This press release includes statements which may constitute forward-looking statements made pursuant to safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Although the Company believes the expectations contained in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. This information may involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Factors which could cause or contribute to such differences include, but are not limited to, factors detailed in the Company's Securities and Exchange Commission filings. For further information, contact: Vincent A. Chippari Chris Plunkett Executive Vice President & Chief Financial Officer Brainerd Communicators Information Holdings Inc. 212-986-6667 203-961-9208 -2- -----END PRIVACY-ENHANCED MESSAGE-----