As Filed with the Securities and Exchange Commission on August 22,1996
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------
WALSH INTERNATIONAL INC.
(Exact name of Registrant as specified in its charter)
Delaware 51-0309207
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification number)
105 Terry Drive, Suite 118
Newtown, PA 18940
(Address of Principal Executive Offices) (Zip Code)
-----------
Walsh International Inc. and its Subsidiaries Restated
Stock Option and Restricted Stock Purchase Plan
- and -
Walsh International Inc. Non-Employee Directors' Stock Option Plan
(Full title of the Plans)
------------
LEONARD R. BENJAMIN, VICE PRESIDENT AND GENERAL COUNSEL
Walsh International Inc.
105 Terry Drive, Suite 118
Newtown, PA 18940
(Name and address of agent for service)
(215) 860-4943
(Telephone number, including area code, of agent for service)
------------
Copies to:
KAREN C. WIEDEMANN, ESQ.
Reboul, MacMurray, Hewitt, Maynard & Kristol
45 Rockefeller Plaza
New York, N. Y. 10111
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Title of securities to be price per offering registration
to be registered registered share(1) price fee(1)
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 1,620,000 $9.25 $14,985,000 $5,167.24
<FN>
(1) Calculated pursuant to Rule 457(c) and 457(h) using the last sale
reported on the Nasdaq National Market System on August 21, 1996.
</FN>
</TABLE>
<PAGE>
EXPLANATORY NOTE
This Registration Statement has been prepared in accordance
with the requirements of Form S-8 under the Securities Act of 1933, as amended
(the "Act") to register shares of common stock, $.01 par value ("Common Stock")
of Walsh International Inc. (the "Registrant") issuable pursuant to the
Registrant's and its Subsidiaries Restated Stock Option and Restricted Stock
Purchase Plan (the "Employee Plan") and the Registrant's Non-Employee Directors'
Stock Option Plan (the "Directors Plan" and, collectively with the Employee
Plan, the "Plans").
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Pursuant to Rule 428(b)(1) under the Act, an information
statement containing the information specified in Part I of this Form S-8 (an
"Information Statement") will be distributed to participants under the Employee
Plan, and a separate Information Statement will be distributed to participants
under the Directors Plan. Each Information Statement, taken together with the
documents incorporated by reference herein pursuant to Item 3 of Part II below,
constitutes a prospectus meeting the requirements of Section 10(a) of the Act
pursuant to Rule 428(a)(1) under the Act, and each Information Statement is
hereby incorporated by reference in this Registration Statement.
Under cover of this Form S-8 is a reoffer prospectus prepared
in accordance with Part I of Form S-3 under the Act (the "Reoffer Prospectus").
The Reoffer Prospectus may be utilized for reofferings and resales of up to
438,250 shares of Common Stock acquired by selling stockholders through
participation in the Plans.
<PAGE>
REOFFER PROSPECTUS
WALSH INTERNATIONAL INC.
438,250 SHARES
COMMON STOCK
This Reoffer Prospectus (the "Prospectus") relates to the
offering by certain selling stockholders (the "Selling Stockholders") of Walsh
International Inc. (the "Company" or "Walsh") who may be deemed "affiliates" of
the Company (as such term is defined in Section 405 of the Securities Act of
1933, as amended (the "Act")), of 438,250 shares of common stock, $.01 par value
("Common Stock") of the Company, which may be acquired by them pursuant to the
exercise of options granted to them pursuant to either the Walsh International
Inc. and its Subsidiaries Restated Stock Option and Restricted Stock Purchase
Plan (the "Employee Plan") or the Walsh International Inc. Non-Employee
Directors' Stock Option Plan (the "Directors Plan and, collectively with the
Employee Plan, the "Plans").
The Selling Stockholders may offer to sell the Common Stock
covered by this Prospectus from time to time, in one or more transactions, at
prices and upon terms then obtainable on the Nasdaq National Market System or
such national securities exchange upon which the Common Stock is traded at the
time of such sales, in negotiated transactions, in a combination of such methods
of sale or otherwise. The Company will not receive any of the proceeds from such
sales. All expenses of registration incurred in connection with this offering
are being borne by the Company, but all brokerage commissions and other expenses
incurred by such Selling Stockholders will be borne by such Selling
Stockholders. See "Plan of Distribution." The Common Stock is listed on the
Nasdaq National Market System under the symbol "WSHI". On August 21, 1996, the
closing price of the Common Stock was $9.25 per share.
See "Risk Factors" commencing on page 2 for certain
information that should be considered by prospective investors.
----------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
----------
No person has been authorized to give any information or make
any representation in connection with this offering other than is contained in
this Prospectus, and, if given or made, such information or representation must
not be relied upon as having been authorized by the Company or any Selling
Stockholder. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any security offered hereby in any jurisdiction
to any person to whom it is unlawful to make such offer or solicitation in such
jurisdiction. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that there has
been no change in the affairs of the Company since the date hereof or that the
information contained herein is correct as of any time subsequent to its date.
However, if any material change occurs while this Prospectus is required by law
to be delivered, this Prospectus will be amended or supplemented accordingly.
----------
The date of this Prospectus is August 22, 1996.
<PAGE>
TABLE OF CONTENTS
Available Information..........................................................1
Risk Factors...................................................................2
The Company....................................................................2
Use of Proceeds................................................................2
Selling Stockholders...........................................................2
Plan of Distribution...........................................................4
Legal Matters..................................................................4
Incorporation of Certain Documents by Reference................................5
Other Matters..................................................................5
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange
Commission (the "Commission") a Registration Statement (the "Registration
Statement") under the Act with respect to the shares of Common Stock offered
hereby. This Prospectus does not contain all the information set forth in the
Registration Statement. For further information, reference is made to the
Registration Statement and to the exhibits filed therewith. Each statement made
in this Prospectus referring to a document filed as an exhibit to the
Registration Statement or incorporated herein by reference is qualified by
reference to such document.
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934 (the "Exchange Act"), and in accordance
therewith files reports and other information with the Commission. Reports,
proxy statements and other information filed by the Company can be inspected and
copied at public reference facilities maintained by the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
Commission's Regional Offices located at Seven World Trade Center, 13th Floor,
New York, New York 10048, and Northwestern Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Copies of such material can be
obtained by mail from the Public Reference Section of the Commission, at 450
Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. The Common Stock
of the Company is listed on the Nasdaq National Market System. Reports, proxy
statements and other information filed by the Company with the Commission can be
inspected at the offices of the National Association of Securities Dealers,
Inc., 1735 K Street, N.W., Washington, D.C. 20006.
The Company will promptly furnish, without charge, to each
person to whom this Prospectus is delivered, upon written request of such
person, a copy of any and all the information that has been incorporated by
reference in this Prospectus (other than exhibits to such information, unless
such exhibits are specifically incorporated by reference into such information).
Requests for such copies should be directed to Walsh International Inc.,
Investor Relations Office, 105 Terry Drive, Suite 118, Newtown, PA 18940, Attn:
Leonard R. Benjamin, Esq., telephone number (215) 860-4943.
<PAGE>
RISK FACTORS
Prospective purchasers should carefully consider the risks of
investing in the Common Stock. Prospective purchasers of the Common Stock are
referred to the Company's Registration Statement on Form S-1 (file no. 333-316)
and incorporated by reference into this Prospectus, which contains a description
of the risks of investing in the Common Stock. See "Incorporation of Certain
Documents By Reference".
THE COMPANY
Walsh develops, markets and provides comprehensive sales and
marketing information systems for pharmaceutical companies to assist them in the
more efficient management of their sales organizations. Walsh is a market
leader, in terms of the number of sales forces and geographic areas covered, in
providing electronic territory management systems ("ETMS") and sales management
information systems ("SMIS") to the pharmaceutical industry worldwide. Walsh
also provides data services and marketing support services based on proprietary
databases of medical professionals and others who influence prescribing
decisions.
The Company's range of integrated services are designed to
enable a client to (i) manage its sales force more efficiently through the use
of state-of-the-art proprietary technology, (ii) enhance decision-making by
distributing comprehensive customer data through the client's sales and
marketing organization and (iii) optimize the effectiveness of the client's
sales force and the sales and marketing process through the use of various
marketing support services.
Walsh's extensive pharmaceutical industry experience has
enabled it to design PRECISE, its advanced ETMS, Premiere, its SMIS, and
Pharbase, its database service, to be customized to meet client-specific
requirements without the need to write additional source code. The Company
believes that this design allows faster implementation of a client-specific
solution, makes that solution easier to modify once implemented, simplifies the
maintenance and upgrading process and permits multi-national clients to have
completely compatible systems worldwide.
Walsh's services are currently used by more than 75 companies
in 12 countries, including certain national operations of 17 of the 20 largest
pharmaceutical companies in the world. The Company's business is currently
concentrated in Europe, with clients located in the United Kingdom, the
Netherlands, Germany, Belgium, Italy, Spain and France. The Company's 10 largest
clients in fiscal 1995 were American Home Products, Astra, Bayer, Boehringer
Ingelheim, Glaxo Wellcome, Hoechst Marion Roussel, Hoffmann-La Roche,
Rhone-Poulenc Rorer, SmithKline Beecham and Zeneca.
The Company's principal executive offices are located at 105
Terry Drive, Suite 118, Newtown, PA, 18940, telephone no. (215) 860-4943.
USE OF PROCEEDS
All of the shares of Common Stock are being offered by the
Selling Stockholders. The Company will not receive any proceeds from sales of
Common Stock by the Selling Stockholders.
SELLING STOCKHOLDERS
The Selling Stockholders consist of officers and directors
(including non-employee directors) of the Company. Such Selling Stockholders may
offer up to an aggregate 438,250 shares of Common Stock which may be acquired by
them pursuant to the exercise of options granted to them under
2
<PAGE>
the Plans. There is no assurance that any of the Selling Stockholders will sell
any or all of the Common Stock offered by them hereunder. As of July 31, 1996,
an aggregate 438,250 options have been granted to the Selling Stockholders
pursuant to the Plans, of which, as of such date, an aggregate 159,250 options
have vested and are fully exercisable.
The following table sets forth: (i) the name and position of
each of the Selling Stockholders, (ii) the number of shares of Common Stock
beneficially owned by each Selling Stockholder as of July 31, 1996, (iii) the
number of shares of Common Stock that may be offered and sold by each Selling
Stockholder pursuant to this Prospectus and (iv) the amount and percentage of
the Common Stock to be owned by each Selling Stockholder after completion of
this offering. The inclusion in the table of the individuals named therein shall
not be deemed to be an admission that any such individuals are "affiliates" of
the Company.
<TABLE>
<CAPTION>
Shares Owned
After Offering(1)
Shares Owned
as of Shares
Name and Position July 31, 1996(2) Offered Number Percentage
- ----------------- ------------- ------- ------ ----------
<S> <C> <C> <C> <C>
Michael A. Hauck(3) 118,886 97,500 21,586 *
Chief Executive Officer,
Director
Robert Mander(4) 253,328 72,500 180,828 1.73%
President, Chief Operat-
ing Officer, Director
Martyn D. Williams 44,000 41,250 2,750 *
Vice President, Chief
Financial Officer
Leonard R. Benjamin 10,950 10,750 200 *
Vice President, General
Counsel, Secretary
Dennis M.J. Turner(5) 227,780 166,250 61,530 *
Director, Chairman of
the Board
Harry C. Groome 12,000 12,000 -- *
Director
Leonard M. Lodish(6) 17,000 17,000 -- *
Director
James W. Stevens 18,000 12,000 6,000 *
Director
================================================================================================================================
*Less than 1%
<FN>
(1) Assuming all shares that may be offered hereby are sold and based on
10,464,085 shares outstanding at July 31, 1996.
</FN>
</TABLE>
3
<PAGE>
(2) Includes shares of Common Stock underlying options granted to the Selling
Stockholders under the Plans, whether or not exercisable as of, or within
60 days of, July 31, 1996.
(3) Mr. Hauck served as President and Chief Operating Officer of Walsh prior
to April 16, 1996.
(4) Mr. Mander served as a Vice President of Walsh prior to April 16, 1996. His
share total includes 158,256 shares held by Reredos Corporation as trustee
for his benefit.
(5) Mr. Turner served as Chief Executive Officer of Walsh prior to April 16,
1996. His share total does not include 363,743 shares owned by Medicom
Investments Limited, an investment company substantially all of which is
owned by trusts administered for the benefit of Mr. Turner and Mr. Handel
Evans, or 6,883 shares owned by immediate family members of Mr. Turner. Mr.
Turner may be deemed to be the beneficial owner of all of such shares.
(6) Dr. Lodish served as a consultant to the Company prior to becoming a
director on May 3, 1996.
PLAN OF DISTRIBUTION
The distribution of the Common Stock by the Selling
Stockholders may be effected from time to time, in one or more transactions, at
prices and upon terms then obtainable on the Nasdaq National Market System or
such national securities exchange upon which the Common Stock is traded at the
time of such sales, at negotiated prices or otherwise. In the event that one or
more brokers or dealers sells Common Stock it may do so by purchasing Common
Stock as principal or by selling the Common Stock as agent. If sales are made
through brokers or dealers, commissions and fees will be paid accordingly by the
Selling Stockholders.
The Company currently does not satisfy the requirements for
use of Form S-3 under the Act. As a result, the number of shares of Common Stock
that may be offered or sold pursuant hereto by each Selling Stockholder and any
other person with whom such Selling Stockholder is acting in concert for the
purposes of selling shares of Common Stock may be limited to an amount, during
any three-month period, that does not exceed the amount specified in Rule 144(e)
under the Act.
The Company and the Selling Stockholders may enter into
customary agreements concerning indemnification and the provision of information
in connection with the sale of the Common Stock.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby will
be passed upon for the Company by Reboul, MacMurray, Hewitt, Maynard & Kristol,
45 Rockefeller Plaza, New York, New York 10111. Partners of such firm
beneficially own 3,625 shares of Common Stock.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are incorporated in this Prospectus by reference the
following documents which have been filed with the Commission:
(a) the Company's Prospectus, dated April 16, 1996, filed
pursuant to Section 424(b) of the Act, which contains audited financial
statements for the Company's fiscal year ended June 30, 1995;
4
<PAGE>
(b) the Registrant's Quarterly Report on Form 10-Q for the
period ended March 31, 1996, filed pursuant to Section 15(d) of the Exchange
Act; and
(c) the description of the Registrant's Common Stock contained
in the Company's Form 8-A Registration Statement filed with the Commission on
April 12, 1996 (file no. 0-28202) (and incorporated therein by reference to the
description of the Company's Common Stock in the Company's Registration
Statement on Form S-1 (file no. 333-316)).
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering of the Common Stock
hereby, shall be deemed to be incorporated by reference in this Prospectus and
to be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document that also
is incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
OTHER MATTERS
Section 145 of the Delaware General Corporation Law (the
"GCL") provides that a corporation may indemnify directors and officers as well
as other employees and individuals against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement in connection with specified
actions, suits or proceedings, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation (a
"derivative action")), if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful. A similar standard is
applicable in the case of derivative actions, except that indemnification only
extends to expenses (including attorneys' fees) incurred in connection with the
defense or settlement of such actions, and the statute requires court approval
before there can be any indemnification where the person seeking indemnification
has been found liable to the corporation. The statute provides that it is not
exclusive of other indemnification that may be granted by a corporation's
charter, by-laws, disinterested director vote, stockholder vote, agreement or
otherwise. The Company's Certificate of Incorporation and By-laws require the
Company to indemnify its officers and directors to the fullest extent permitted
under the GCL. Any amendment to or repeal of such provisions shall not adversely
affect any right or protection of a director or officer of the Company for or
with respect to any acts or omissions of such director or officer occurring
prior to such amendment or repeal.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions and agreements, the
Company has been informed that, in the opinion of the Commission, such
indemnification is against public policy as expressed in such Act and is
therefore unenforceable.
5
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
There are hereby incorporated by reference herein the
following documents which have been filed with the Securities and Exchange
Commission (the "Commission"):
(a) the Registrant's Prospectus, dated April 16, 1996, filed
pursuant to Section 424(b) of the Act, which contains audited financial
statements for the Registrant's fiscal year ended June 30, 1995;
(b) the Registrant's Quarterly Report on Form 10-Q for the
period ended March 31, 1996, filed pursuant to Section 15(d) of the Exchange
Act; and
(c) the description of the Registrant's Common Stock contained
in the Registrant's Form 8-A Registration Statement filed with the Commission on
April 12, 1996 (file no. 0-28202) (and incorporated therein by reference to the
description of the Registrant's Common Stock in the Registrant's Registration
Statement on Form S-1 (file no. 333-316)).
All documents filed by the Registrant 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
hereto indicating that all securities offered have been sold or that deregisters
all such securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document that also is incorporated or deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The partners of Reboul, MacMurray, Hewitt, Maynard & Kristol,
counsel to the Registrant in connection with the preparation of this
Registration Statement, beneficially own an aggregate 3,625 shares of Common
Stock.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law (the
"GCL") provides that a corporation may indemnify directors and officers as well
as other employees and individuals against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement in connection with specified
actions, suits or proceedings, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation (a
"derivative action")), if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was
II-1
<PAGE>
unlawful. A similar provision is applicable in the case of derivative actions,
except that indemnification only extends to expenses (including attorneys' fees)
incurred in connection with the defense or settlement of such actions, and the
statute requires court approval before there can be any indemnification where
the person seeking indemnification has been found liable to the corporation. The
determination as to whether the standard of conduct referred to above has been
met must be made by (i) a majority of disinterested directors, (ii) if there are
no such directors, by independent legal counsel in a written opinion or (iii) by
the stockholders. To the extent that a director, officer, employee or agent has
been successful on the merits in the defense of any action or derivative action
referred to above, Section 145 provides that such person shall be indemnified
against expenses (including attorney's fees) actually and reasonably incurred.
The statute further provides for the advancement of expenses upon an undertaking
that such advancement shall be repaid if it is ultimately determined that such
person is not entitled to be indemnified. Finally, the statute provides that it
is not exclusive of other indemnification that may be granted by a corporation's
charter, by-laws, disinterested director vote, stockholder vote, agreement or
otherwise.
The Registrant's Certificate of Incorporation and By-laws each
require the Registrant to indemnify its officers and directors to the fullest
extent permitted under the GCL. Furthermore, the Registrant's Certificate of
Incorporation and By-laws each provide that any amendment to or repeal of such
provisions shall not adversely affect any right or protection of a director of
the Registrant for or with respect to any acts or omissions of such officer or
director occurring prior to such amendment or repeal. Finally, the Registrant's
Certificate of Incorporation and By-laws each provide that if a claim made by an
officer or director is not paid in full by the Registrant within 30 days after a
written claim has been received, the claimant may bring suit to recover the
unpaid amount of the claim and, if successful in whole or in part, the claimant
shall also be entitled to be paid the expense of prosecuting such claim. Neither
the failure of the Registrant (including its Board of Directors, independent
legal counsel, or its stockholders) to have made a determination that
indemnification of the claimant is permissible in the circumstances because the
claimant has met the applicable standard of conduct, if any, nor an actual
determination by the Registrant (including its Board of Directors, independent
legal counsel, or its shareholders) that the claimant has not met the standard
of conduct, shall be a defense to the action or create a presumption that the
claimant has not met the standard of conduct. In any such action, the Registrant
shall have the burden of proving that the director or officer was not entitled
to the requested indemnification or payment of expenses under applicable law.
The Registrant's Certificate of Incorporation and By-laws
provide that no director of the Registrant shall be personally liable to the
Registrant or its stockholders for monetary damages for breach of fiduciary duty
as a director, except for liability (i) for any breach of the director's duty of
loyalty to the Registrant or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the GCL (involving certain unlawful dividends or
unlawful stock repurchases or redemptions) or (iv) for any transaction from
which the director derived an improper personal benefit.
Each of the Plans provides that all expenses and liabilities
incurred by the Board of Directors (or the Committee thereof responsible for
administration of the Plan) in the administration of such Plan shall be borne by
the Company. Each Plan further provides that no member of the Board of Directors
(or the Committee described above) shall be liable for any action, determination
or interpretation taken or made in good faith with respect to such Plan or any
option or award granted thereunder.
Item 7. Exemption from Registration Claimed.
Not applicable.
II-2
<PAGE>
Item 8. Exhibits.
Exhibit
Number Description
4.1 Restated Certificate of Incorporation of Walsh International
Inc., incorporated by reference to Exhibit 3.1 to the
Registrant's Registration Statement on Form S-1 (file no.
333-316)
4.2 Amended and Restated By-laws of Walsh International Inc.,
incorporated by reference to Exhibit 3.2 to the Registrant's
Registration Statement on Form S-1 (file no. 333-316)
4.3 Walsh International Inc. and its Subsidiaries Restated Stock
Option and Restricted Stock Purchase Plan, incorporated by
reference to Exhibit 10.12 of the Registrant's Registration
Statement on Form S-1 (file no. 333-316)
4.4 Walsh International Inc. Non-Employee Directors' Stock Option
Plan, incorporated by reference to Exhibit 10.13 of the
Registrant's Registration Statement on Form S-1 (file no.
333-316)
5 Opinion of Reboul, MacMurray, Hewitt, Maynard & Kristol with
respect to the legality of the securities being registered
23.1 Consent of Reboul, MacMurray, Hewitt, Maynard & Kristol
(included in Exhibit 5)
23.2 Consent of Coopers & Lybrand L.L.P.
24 Powers of Attorney (included on signature page hereto)
Item 9. Undertakings.
(a) The Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post effective amendment to this
registration statement:
(i) to include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(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)(1)(i) and
(a)(1)(ii) shall not apply if the information required to be
included in a post-effective amendment by those paragraphs is
II-3
<PAGE>
contained in periodic reports filed by the Registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, 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.
(3) 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.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this 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.
(c) Insofar as indemnification for liabilities arising under
the Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described in Item 6 above, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant 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 Registrant 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 Act and will
be governed by the final adjudication of such issue.
II-4
<PAGE>
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-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on the day of
August 22, 1996.
WALSH INTERNATIONAL INC.
/s/ Michael A. Hauck
By: ------------------------
Michael A. Hauck
Chief Executive Officer
POWER OF ATTORNEY
Each person whose individual signature appears below hereby
authorizes Michael A. Hauck, Martyn D. Williams and Leonard R. Benjamin, and
each of them, with full power of substitution and full power to act without the
other, his or her true and lawful attorney-in-fact and agent in his or her name,
place and stead, to execute in the name and on behalf of such person,
individually and in each capacity stated below, and to file any and all
amendments to this Registration Statement, including any and all post-effective
amendments.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signatures Title Date
<S> <C> <C>
/s/ Michael A. Hauck
- ------------------------- Director, Chief Executive August 22, 1996
Michael A. Hauck Executive Officer
/s/ Robert Mander
- ------------------------- Director, President August 22, 1996
Robert Mander
/s/ Martyn D. Williams
- ------------------------- Vice President, Chief August 22, 1996
Martyn D. Williams Financial Officer
/s/ Leonard R. Benjamin
- ------------------------- Vice President, General August 22, 1996
Leonard R. Benjamin Counsel
/s/ Dennis M.J. Turner
- ------------------------- Director, Chairman of August 22, 1996
Dennis M.J. Turner the Board
II-5
<PAGE>
/s/ Harry C. Groome
- ------------------------- Director August 22, 1996
Harry C. Groome
/s/ Leonard M. Lodish
- ------------------------- Director August 22, 1996
Leonard M. Lodish
/s/ James W. Stevens
- ------------------------- Director August 22, 1996
James W. Stevens
</TABLE>
II-6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
<S> <C>
4.1 Restated Certificate of Incorporation of Walsh International Inc., incorporated by
reference to Exhibit 3.1 to the Registrant's Registration Statement on Form S-1 (file
no. 333-316)
4.2 Amended and Restated By-laws of Walsh International Inc.,
incorporated by reference to Exhibit 3.2 to the Registrant's
Registration Statement on Form S-1 (file no. 333-316)
4.3 Walsh International Inc. and its Subsidiaries Restated Stock Option and Restricted Stock
Purchase Plan, incorporated by reference to Exhibit 10.12 of the Registrant's Registration
Statement on Form S-1 (file no. 333-316)
4.4 Walsh International Inc. Non-Employee Directors' Stock Option Plan, incorporated by
reference to Exhibit 10.13 of the Registrant's Registration Statement on Form S-1 (file
no. 333-316)
5 Opinion of Reboul, MacMurray, Hewitt, Maynard & Kristol with respect to the legality of
the securities being registered
23.1 Consent of Reboul, MacMurray, Hewitt, Maynard & Kristol (included in Exhibit 5)
23.2 Consent of Coopers & Lybrand L.L.P.
24 Powers of Attorney (included on signature page hereto)
</TABLE>
EXHIBIT 5
REBOUL, MACMURRAY, HEWITT, MAYNARD & KRISTOL
45 Rockefeller Plaza
New York, New York 10111
Telephone: (212) 841-5700
Telecopier: (212) 841-5725
August 22, 1996
Walsh International Inc.
105 Terry Drive, Suite 118
Newtown, PA 18940
Walsh International Inc.
Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Walsh International Inc., a
Delaware corporation (the "Company"), in connection with its Registration
Statement on Form S-8 (the "Registration Statement"), filed under the Securities
Act of 1933 (the "Act"), relating to the offering of up to 1,620,000 shares of
its Common Stock, $.01 par value (the "Shares"), pursuant to the Walsh
International Inc. and its Subsidiaries Restated Stock Option and Restricted
Stock Purchase Plan and the Walsh International Inc. Non-Employee Directors'
Stock Option Plan (collectively, the "Plans").
In that connection, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of such documents,
corporate records and other instruments as we have deemed necessary or
appropriate for purposes of this opinion, including the Restated Certificate of
Incorporation, the Amended and Restated By-Laws of the Company and the Plans.
Based upon the foregoing, we are of opinion that:
<PAGE>
1. The Company has been duly organized and is validly existing
as a corporation under the laws of the State of Delaware.
2. The Shares have been duly authorized and, when issued and
sold upon the exercise of options granted in accordance with the terms of the
Plans will be validly issued, fully paid and nonassessable.
We hereby consent to the use of this opinion as an exhibit to
the Registration Statement and to the reference to our firm under the heading
"Interests of Named Experts and Counsel" in the Registration Statement. By
giving the foregoing consent, we do not admit that we come within the category
of persons whose consent is required under Section 7 of the Act.
Very truly yours,
/s/ Reboul, MacMurray, Hewitt,
Maynard & Kristol
2
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement of
Walsh International Inc. and Subsidiaries (the "Company") on Form S-8, of our
report dated September 1, 1995 except Notes 2 and 17, as to which the date is
April 16, 1996, on our audits of the consolidated financial statements as of
June 30, 1994 and 1995, and for the year ended December 31, 1992, the six months
ended June 30, 1993 and the years ended June 30, 1994 and 1995, which report is
included in (i) the Company's Registration Statement on Form S-1 (file no.
333-316), relating to the sale of 2,850,000 shares of the Company's common
stock, $.01 par value, and (ii) the Prospectus, dated April 16, 1996,
constituting a part of such Registration Statement, which Prospectus was filed
with the Securities and Exchange Commission pursuant to Rule 424(b) under the
Securities Act of 1933.
COOPERS & LYBRAND L.L.P.
/s/ Coopers & Lybrand L.L.P.
Stamford, Connecticut
August 20, 1996
