Registration No. 333-
=============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
IMS HEALTH INCORPORATED
(Exact name of Registrant as specified in its charter)
Delaware 06-1506026
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
200 Nyala Farms
Westport, CT 06880
(Address, including zip code, of Registrant's principal executive office)
1998 IMS Health Incorporated Stock Option Plan for Former Employees of
Pharmaceutical Marketing Services, Inc.
(Full title of the Plan)
Kenneth S. Siegel
Senior Vice President, General Counsel and Secretary
IMS Health Incorporated
200 Nyala Farms
Westport, CT 06880
(203) 222-4200
(Name, address, including zip code, and telephone number, including area
code, of Registrant's agent for service)
Copies to:
Joel S. Hoffman, Esq.
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017-3954
(212) 455-2000
<PAGE>
<PAGE>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of Securities to Amount to be Price Per Offering Registration
be Registered Registered Share (a) Price (a) Fee (a)
Common stock, $0.01
par value per share(b) 160,000 $63.50 $10,160,000 $2,824.48
(a) Pursuant to Rule 457(h)(1) under the Securities Act of 1933, the
proposed maximum offering price per share, the proposed maximum
aggregate offering price and the amount of registration fee have been
computed on the basis of the average of the high and low price of the
Common Stock as reported on the New York Stock Exchange on
November 16, 1998.
(b) Includes Preferred Share Purchase Rights which, prior to the occurrence
of certain events will not be exercisable or evidenced separately from
the Common Stock.
=============================================================================
<PAGE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by IMS Health Incorporated (the "Company"
or the "Registrant") with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), are hereby incorporated by reference in this
Registration Statement:
(a) The Company's Registration Statement on Form 10/A-2 filed pursuant to
the Exchange Act (file no. 1-14049) on June 17, 1998 (the "Form 10
Registration Statement").
(b) The description of the Company's capital stock contained in the Form 10
Registration Statement.
(c) The description of the Company's Preferred Share Purchase Rights
contained in the Company's Registration Statement on Form 8-A filed on
June 23, 1998.
(d) The Company's Current Report on Form 8-K filed on June 30, 1998, on Form
8-K\A filed on June 30, 1998, on Form 8-K filed on July 21, 1998 and on
Form 8-K\A-2 filed on July 22, 1998.
(e) The Company's Quarterly Reports on Form 10-Q filed on August 14, 1998
and November 16, 1998.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date of this Registration Statement
and prior to the filing of a post-effective amendment to this Registration
Statement indicating that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be part
hereof from the date of filing of such documents. Any statement contained in
a document incorporated or deemed to be 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 subsequently filed document which also is or is 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 required.
<PAGE>
<PAGE>
Item 5. Interests of Named Experts and Counsel
None.
Item 6. Indemnification of Directors and Officers
Section 145 of the General Corporation Law of the State of Delaware (the
"Delaware Law") empowers a Delaware corporation to indemnify any persons who
are, or are threatened to be made, parties to any threatened, pending or
completed legal 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 an
officer, director, 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, partnership, joint venture, trust or other
enterprise. The indemnity may include 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,
provided that such officer, director, employee or agent acted in good faith
and in a manner he reasonably believed to be in or not opposed to the
corporation's best interests, and, for criminal proceedings, had no
reasonable cause to believe his conduct was unlawful. A Delaware corporation
may indemnify officers and directors in an action by or in the right of the
corporation 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 which such officer or
director actually and reasonably incurred.
The Company's Certificate of Incorporation provides that the Company
shall indemnify directors and officers made party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, including appeals, to the fullest extent
Delaware. Such indemnification shall continue after an individual ceases to
be an officer or director and shall inure to the benefit of the heirs,
executors and administrators of such person. The Company's Certificate of
Incorporation also provides that a director of the Company shall not be
personally liable to the Company or its stockholders for monetary damages for
breach of fiduciary duty as a director, except to the extent such exemption
from liability or limitation thereof is not permitted under the General
Corporation Law of the State of Delaware as the same exists or may hereafter
be amended.
The indemnification rights conferred by the Certificate of Incorporation
of the Company are not exclusive of any other right to which a person seeking
indemnification may otherwise be entitled. The Company may also provide
liability insurance for the directors and officers for certain losses arising
<PAGE>
<PAGE>
from claims or charges made against them while acting in their capacities as
directors or officers.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The following exhibits are filed as part of this Registration Statement:
4.1 Restated Certificate of Incorporation of the
Company filed on May 29, 1998 (incorporated
herein by reference to Exhibit 3.1 to the Form
10 Registration Statement).
4.2 By-Laws of the Company (incorporated herein by
reference to Exhibit 3.2 to the Form 10
Registration Statement).
4.3 The Rights Agreement, dated as of June 15,
1998, between the Company and First Chicago
Trust Company of New York (incorporated herein
by reference to Exhibit 1 to the Company's
Registration Statement on Form 8-A filed on
June 23, 1998).
5 Opinion of Simpson Thacher & Bartlett.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Simpson Thacher & Bartlett (included
in Exhibit 5).
24 Power of Attorney.
Item 9. Undertakings
The undersigned 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 (the "Act");
(ii) to reflect in the prospectus any facts or events arising after the
effective date of this 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 this
Registration Statement (except to the extent the information required to be
included by clauses (i) or (ii) is contained in periodic reports filed by the
Company pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporated by reference into this Registration Statement);
<PAGE>
<PAGE>
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement.
(2) That, for the purposes of determining any liability under the 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.
(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.
(4) 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 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.
(5) Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the 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.
<PAGE>
<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 Westport, State of Connecticut, on
this 13th day of November, 1998.
IMS Health Incorporated
(Registrant)
By /s/ Kenneth S. Siegel
Kenneth S. Siegel
Senior Vice President,
General Counsel & Secretary
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 date indicated.
Signature Title Date
* Robert E. Weissman Chairman, Chief Executive
Robert E. Weissman Officer (principal November 13, 1998
executive officer) and
Director
* Victoria R. Fash President, Chief Operating November 13, 1998
Victoria R. Fash Officer and Director
* J. Michal Conaway Chief Financial Officer November 13, 1998
J. Michal Conaway
/s/ James C. Malone Senior Vice President and November 12, 1998
James C. Malone Controller (principal
accounting officer)
<PAGE>
<PAGE>
Director November 13, 1998
Clifford L. Alexander, Jr.
* John P. Imlay, Jr. Director November 13, 1998
John P. Imlay, Jr.
Director November 13, 1998
Robert Kamerschen
Director November 13, 1998
Robert J. Lanigan
* H. Eugene Lockhart Director November 13, 1998
H. Eugene Lockhart
* M. Bernard Puckett Director November 13, 1998
M. Bernard Puckett
* William C. Van Fassen Director November 13, 1998
William C. Van Fassen
By /s/ Kenneth S. Siegel November 13, 1998
Attorney-in-Fact
<PAGE>
<PAGE>
INDEX TO EXHIBITS
Exhibit Sequentially
Number Description Numbered Page
4.1 Restated Certificate of Incorporation of
the Company filed on May 29, 1998
(incorporated herein by reference to
Exhibit 3.1 to the Form 10 Registration
Statement).
4.2 By-Laws of the Company (incorporated
herein by reference to Exhibit 3.2 to
the Form 10 Registration Statement).
4.3 The Rights Agreement, dated as of June
15, 1998, between the Company and First
Chicago Trust Company of New York
(incorporated herein by reference to
Exhibit 1 to the Company's Registration
Statement on Form 8-A filed on June 23,
1998).
5 Opinion of Simpson Thacher & Bartlett.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Simpson Thacher & Bartlett
(included in Exhibit 5).
24 Power of Attorney.
Exhibit 5
November 18, 1998
IMS Health Incorporated
200 Nyala Farms
Westport, CT 06880
Ladies and Gentlemen:
We have acted as counsel to IMS Health Incorporated, a Delaware
corporation (the "Company"), in connection with the Registration Statement on
Form S-8 (the "Registration Statement") which the Company intends to file
with the Securities and Exchange Commission under the Securities Act of 1933,
as amended (the "Securities Act"), relating to 160,000 shares of the
Company's common stock, par value $0.01 per share (the Common Stock"), which
may be issued to employees in accordance with the 1998 IMS Health
Incorporated Stock Option Plan for Former Employees of Pharmaceutical
Marketing Services, Inc. (the "Plan").
We have examined a copy of the Plan, the Registration Statement
(including the exhibits thereto) and the related Prospectus (the
"Prospectus"). In addition, we have examined, and have relied as to matters
of fact upon, the originals or copies, certified or otherwise identified to
our satisfaction, of such corporate records, agreements, documents and other
instruments and such certificates or comparable documents of public officials
and of officers and representatives of the Company, and have made such other
and further investigations, as we have deemed relevant and necessary as a
basis for the opinions hereinafter set forth.
<PAGE>
<PAGE>
In such examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents
of all documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of such latter documents.
We hereby advise you that in our opinion the original issue shares of
Common Stock issuable pursuant to the Plan, when duly authorized and issued
as contemplated by the Registration Statement, the related Prospectus and the
Plan, will be validly issued, fully paid and non-assessable.
We are members of the Bar of the State of New York and we do not
express any opinion herein concerning any law other than the law of the State
of New York and the Delaware General Corporation Law.
We hereby consent to the filing of this opinion letter as an Exhibit
to the Registration Statement.
Very truly yours,
/S/ SIMPSON THACHER & BARTLETT
SIMPSON THACHER & BARTLETT
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement of IMS Health Incorporated ("accounting successor to Cognizant
Corporation") on Form S-8 and in the related Prospectus of our reports dated
February 17, 1998, except for the effect of the 1998 Distribution described
in Note 3 for which the date is June 15, 1998 on our audits of the
consolidated financial statements and Financial Statement schedule of IMS
Health Incorporated ("accounting successor to Cognizant Corporation") as of
December 31, 1997 and 1996, and for each of the three years in the period
ended December 31, 1997 which reports are included in the Form 8-K\A-2, dated
July 22, 1998.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
New York, New York
November 20 , 1998
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers
directors of IMS Health Incorporated (the "Company") in their respective
capacities set forth below constitutes and appoints Kenneth S. Siegel as his
or her true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to do any and all acts and all things
and to execute any and all instruments which said attorney and agent may deem
necessary or desirable to enable the Company to comply with the Securities
Act of 1933, as amended, and any rules, regulations and requirements of the
Securities and Exchange Commission thereunder in connection with the
registration under such Act of shares of Common Stock of the Company ("Common
Stock") issuable to employees pursuant to the Company's Non-Employee
Directors' Stock Incentive Plan, the Non-Employee Directors' Deferred
Compensation Plan, the Employees' Stock Incentive Plan and the Stock Option
Plan for Former Employees of Pharmaceutical Marketing Services, Inc. to the
extent that any such registration may be required in the opinion of the
executive officers of the Company, upon the advice of counsel, including
without limitation, the power and authority to sign the name of the
undersigned individual in the capacity indicated below opposite the name of
such individual to the Registration Statement on Form S-8 or any Form
relating to the registration of such Common Stock, to be filed with the
Securities and Exchange Commission with respect to said Common Stock, to sign
any and all amendments (including post-effective amendments) and supplements
to such Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent full power
and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorney-
in-fact and agent or his substitute, may lawfully do or cause to be done by
virtue hereof.
Signature Title Date
/s/ Robert E. Weissman Chairman, Chief Executive
Robert E. Weissman Officer (principal November 12, 1998
executive officer) and
Director
<PAGE>
<PAGE>
/s/ Victoria R. Fash President, Chief November 12, 1998
Victoria R. Fash Operating Officer and
Director
/s/ J. Michal Conaway Chief Financial Officer November 12, 1998
J. Michal Conaway
Senior Vice President and November __, 1998
James C. Malone Controller (principal
accounting officer)
Director November 13, 1998
Clifford L. Alexander, Jr.
/s/ John P. Imlay, Jr. Director November 13, 1998
John P. Imlay, Jr.
Director November 13, 1998
Robert Kamerschen
Director November 13, 1998
Robert J. Lanigan
/s/ H. Eugene Lockhart Director November 13, 1998
H. Eugene Lockhart
/s/ M. Bernard Puckett Director November 13, 1998
M. Bernard Puckett
/s/ William C. Van Fassen Director November 13, 1998
William C. Van Fassen
