-----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, JwCUgIJn9hLK1M3/d6B5ARG5XY4RvNk2NmPY30KQ70xRT1E3trwfoYb41v8c/NiL 882ZLKRObV+jZK203YjJpg== 0000912057-00-011547.txt : 20000316 0000912057-00-011547.hdr.sgml : 20000316 ACCESSION NUMBER: 0000912057-00-011547 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 6 333-30202 FILED AS OF DATE: 20000314 EFFECTIVENESS DATE: 20000314 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-3MEF SEC ACT: SEC FILE NUMBER: 333-32480 FILM NUMBER: 569502 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-3MEF 1 FORM S-3MEF AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 14, 2000 REGISTRATION NO. 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- FORM S-3 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 of (I.R.S. Employer incorporation or organization) Identification Number) 2777 SUMMER STREET, SUITE 209 STAMFORD, CT 06905 (203) 961-9106 (Address, Including Zip Code and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) ------------------------------------------------------- MASON P. SLAINE PRESIDENT AND CHIEF EXECUTIVE OFFICER INFORMATION HOLDINGS INC. 2777 SUMMER STREET, SUITE 209 STAMFORD, CT 06905 (203) 961-9106 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service) --------------- Copies to: STEVEN J. GARTNER, ESQ. JONATHAN A. SCHAFFZIN, ESQ. Willkie Farr & Gallagher Cahill Gordon & Reindel 787 Seventh Avenue 80 Pine Street New York, NY 10019 New York, NY 10005 (212) 728-8000 (212) 701-3000 --------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective date of this Registration Statement as determined by market conditions. If the only securities being registered on this Form are to be offered pursuant to dividend or interest reinvestment plans, please check the following box: /_/ If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"), other than securities offered only in connection with dividend or reinvestment plans, check the following box: /_/ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. /X/ 333-30202 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. /_/ If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. /_/ CALCULATION OF REGISTRATION FEE
- ------------------------------ ------------ ------------------- ------------------ ------------------- Title of Securities Being Amount Being Proposed Maximum Proposed Maximum Amount of Registered Registered(1) Offering Price Per Aggregate Offering Registration Fee Share(2) Price(2) - ------------------------------ ------------ ------------------- ------------------ ------------------- Common Stock, $.01 par value 575,000 $39.25 $22,568,750 $7,657 - ------------------------------ ------------ ------------------- ------------------ -------------------
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE This registration statement is being filed to register 575,000 shares of Common Stock, $.01 par value per share, of Information Holdings Inc. a Delaware corporation (the "Registrant"), pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The information in the Registrant's earlier effective registration statement (Registration No. 333-30202) is incorporated herein by reference. The required opinions and consents are listed on the Exhibit Index attached hereto and filed herewith. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, New York, on March 14, 2000. INFORMATION HOLDINGS INC. BY: /S/ VINCENT A. CHIPPARI ----------------------------------------- Name: Vincent A. Chippari Title: Executive Vice President and Chief Financial Officer
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 Director ------------------------------------------- (Principal Executive March 14, 2000 Mason P. Slaine Officer) Executive Vice President and /s/ VINCENT A. CHIPPARI Chief Financial Officer ------------------------------------------- (Principal Accounting March 14, 2000 Vincent A. Chippari Officer and Principal Financial Officer) * Director ------------------------------------------- March 14, 2000 Michael E. Danziger * Director ------------------------------------------- March 14, 2000 David R. Haas * Director ------------------------------------------- March 14, 2000 Sidney Lapidus * Director ------------------------------------------- March 14, 2000 David E. Libowitz
*By: /s/ VINCENT A. CHIPPARI -------------------------------------- ATTORNEY-IN-FACT
EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ----------- ----------- 5 Opinion of Willkie Farr & Gallagher as to the legality of the Common Stock 23.1 Consent of Willkie Farr & Gallagher (included in their opinion filed as Exhibit 5) 23.2 Consent of Ernst & Young LLP 23.3 Consent of Ernst & Young LLP 23.4 Consent of Ernst & Young LLP 23.5 Consent of Ernst & Young LLP 24 Power of Attorney (included on the signature page to Registrant's earlier effective registration statement (Registration No. 333-30202)) EX-5 2 OPINION OF WILLKIE FARR Exhibit 5 March 14, 2000 Information Holdings Inc. 2777 Summer Street, Suite 209 Stamford, Connecticut 06905 Ladies and Gentlemen: We are delivering this opinion in connection with the Registration Statement on Form S-3 (File No. 333-30202)(the "Registration Statement"), initially filed by Information Holdings Inc. (the "Company") on February 18, 2000 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act"), and the abbreviated Registration Statement on Form S-3 filed by the Company today pursuant to Rule 462(b) promulgated under the Act (the "Additional Registration Statement") and, together with the Registration Statement, (the "Registration Statements"), with respect to 5,175,000 shares of the common stock of the Company, par value $.01 per share ("Common Stock"). The 4,500,000 shares of Common Stock are to be sold by the Company in the public offering contemplated by the Prospectus contained in the Registration Statement through the underwriters named therein (the "Underwriters") pursuant to the purchase agreement described in such Prospectus (the "Purchase Agreement"), and up to 675,000 shares of Common Stock may be sold upon the exercise of over-allotment options granted in the Purchase Agreement to the Underwriters by the Company. All shares of Common Stock registered under the Registration Statement and the Additional Registration Statement are herein referred to as the "Shares." We have examined copies of the Certificate of Incorporation and By-Laws of the Company, the Registration Statement, all resolutions adopted by the Company's Board of Directors, and other records and documents that we have deemed necessary for the purpose of this opinion. 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 and public officials. Information Holdings Inc. March 14, 2000 Page 2 Based on the foregoing, we are of the opinion that: (1) The Company is validly existing as a corporation in good standing under the laws of the State of Delaware. (2) The Shares being sold on behalf of the Company have been duly authorized and, when issued, delivered and sold by the Company and paid for by the Underwriters, as contemplated by the Purchase Agreement and as described in the Registration Statements, will constitute duly authorized, validly issued, fully paid and non-assessable shares of Common Stock; and (3) The Company Shares, when duly issued, sold and paid for in accordance with the terms of the Prospectus included as part of the Registration Statement, will be validly issued, fully paid and non-assessable shares of capital stock of the Company. 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 Additional Registration Statement and to the reference to our firm under the heading "Legal Matters" in the Prospectus included as part of 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-23.2 3 CONSENT OF ERNST & YOUNG Exhibit 23.2 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We consent to the reference to our firm under the caption "Experts" and to the use of our report dated May 29, 1998, with respect to the financial statements of CRC Press, Inc. as of December 31, 1996 in the Registration Statement (Form S-3 No. 333-00000) and related Prospectus of Information Holdings Inc. for the registration of its common stock. We also consent to the incorporation by reference therein of our report dated May 29, 1998 with respect to the financial statement schedule of CRC Press, Inc. for the year ended December 31, 1996 included in the Information Holdings Inc. Annual Report (Form 10-K) for 1998 filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP West Palm Beach, Florida March 10, 2000 EX-23.3 4 CONSENT OF ERNST & YOUNG Exhibit 23.3 CONSENT OF INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Experts" in the Registration Statement (Form-3 No. 333-00000) and the related Prospectus of Information Holdings Inc. for the registration of its common stock and to the incorporation by reference therein of our report dated June 8, 1998, with respect to the financial statements of MicroPatent for the years ended June 30, 1996 and 1997 included in Information Holdings Inc. Registration Statement (Form S-1 No. 333-56665) filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP New York, New York March 10, 2000 EX-23.4 5 CONSENT OF ERNST & YOUNG Exhibit 23.4 CONSENT OF INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Experts" and to the use of our report dated March 3, 1999 in the Registration Statement (Form S-3 No. 333-00000) and related Prospectus of Information Holdings Inc. for the registration of its common stock. We also consent to the incorporation by reference therein of our report dated March 3, 1999 with respect to the financial statement schedule of Information Holdings Inc. for the years ended December 31, 1998 and 1997 included in the Annual Report (Form 10-K) for 1998 filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP New York, New York March 10, 2000 EX-23.5 6 CONSENT OF ERNST & YOUNG Exhibit 23.5 CONSENT OF INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Experts" in Amendment No. 1 to the Registration Statement (Form S-3 No. 333-00000) and the related Prospectus of Information Holdings Inc. for the registration of its common stock and to the incorporation by reference therein of our report dated August 5, 1999, except for Note 1 which is dated August 12, 1999, with respect to the financial statements of Master Data Center, Inc. as of December 31, 1998 and for the periods of January 1, 1998 through November 27, 1998 and November 28, 1998 through December 31, 1998 included in Information Holdings Inc. Current Report on Form 8-K/A dated October 26, 1999 filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Detroit, Michigan March 10, 2000 -----END PRIVACY-ENHANCED MESSAGE-----