Registration No. 333-69195
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT #1
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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 Non-Employee Directors' Stock
Incentive Plan
1998 IMS Health Incorporated Non-Employee Directors' Deferred
Compensation Plan
1998 IMS Health Incorporated Employees' Stock Incentive Plan
(Full title of the Plans)
--------------------------
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
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of Securities Amount to be Price Per Offering Price Registration
to be Registered Registered Share(b) (b) Fee (b)
Common Stock, $0.01 par 13,130,000(c)
value per share(d)
Options to Purchase Common 1,313,000
Stock(e)
(a) Subject to adjustment to prevent dilution resulting from 2-for-1 stock
split. This registration statement, as originally filed with the
Securities and Exchange Commission on December 18, 1998 (File Number
333-69195), covered 13,130,000 shares of Common Stock, $0.01 par value per
share and 1,313,000 options to purchase Common Stock. Pursuant to Rule
416(b)under the Securities Act of 1933, as amended (th "Act"), the number
of shares of Common Stock covered by this registration statement also
include 13,130,000 additional shares of Common Stock and the number of
options covered by this registration statement include 1,313,000
additional options, represented by the 2-for-1 stock split that will be
effected on January 15, 1999.
(b) As the shares and options reflected in this table are deemed to be covered
by a previously filed registration statement pursuant to Rule 416 of the
Act, no additional registration fee is payable.
(c) The shares are issuable pursuant to the respective plans as follows:
1998 IMS Health Incorporated Non-Employee Directors' Stock Incentive Plan
- 80,000 shares, 1998 IMS Health Incoporated Non-Employee Directors'
Deferred Compensation Plan - 50,000 shares, 1998 IMS Health Incoporated
Employees' Stock Incentive Plan - 13,000 shares.
(d) Includes Preferred Share Purchase Rights which, prior to the
occurrence of certain events will not be exercisable or evidenced
separately from the Common Stock.
(e) Issuable pursuant to the Employees' Stock Incentive Plan.
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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 12th day of January, 1999.
IMS Health Incorporated
(Registrant)
By /s/ Kenneth S. Siegel
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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
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Robert E. Weissman Chairman, Chief Executive
*------------------------ Officer (principal executive January 12, 1999
Robert E. Weissman officer) and Director
Victoria R. Fash President, Chief Operating
*------------------------ Officer and Director January 12, 1999
Victoria R. Fash
J. Michal Conaway Chief Financial Officer
*------------------------ January 12, 1999
J. Michal Conaway
James C. Malone Senior Vice President and
*------------------------ Controller (principal January 12, 1999
James C. Malone accounting officer)
Clifford L. Alexander, Jr. Director
*------------------------ January 12, 1999
Clifford L. Alexander, Jr.
John P. Imlay, Jr. Director
*------------------------ January 12, 1999
John P. Imlay, Jr.
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Robert Kamerschen Director
*------------------------ January 12, 1999
Robert Kamerschen
Robert J. Lanigan Director
*------------------------ January 12, 1999
Robert J. Lanigan
H. Eugene Lockhart Director
*------------------------ January 12, 1999
H. Eugene Lockhart
M. Bernard Puckett Director
*------------------------ January 12, 1999
M. Bernard Puckett
William C. Van Fassen Director
*------------------------ January 12, 1999
William C. Van Fassen
*By /s/ Kenneth S. Siegel
---------------------- January 12, 1999
Attorney-in-Fact
