Registration No. 333-58361
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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)
Replacement Plan for Certain Employees Holding
Cognizant Corporation Equity-Based Awards
Replacement Plan for Certain Non-Employee Directors Holding
Cognizant Corporation Equity-Based Awards
Replacement Plan for Certain Individuals Holding Cognizant
Corporation Stock Options
Employee Stock Purchase Plan
Savings Plan
(Full title of the Plans)
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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
Title of Amount to Offering Aggregate Amount of
Securities to be be Price Per Offering Price Registration
Registered Registered(a) Share(b) (b) Fee (b)
Common Stock, 22,925,000
$0.01 par value
per share(c)(d)
(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 July 1, 1998 (File Number 333-58361),
covered 22,925,000 shares of Common Stock, $0.01 par value per share
("Common Stock"). Pursuant to Rule 416(b) under the Securities Act of
1933, as amended (the "Act"), the number of shares of Common Stock covered
by this registration statement also includes the 22,925,000 additional
shares of Common Stock represented by the 2-for-1 stock split that will be
effected on January 15, 1999.
(b) As the shares 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:
Replacement Plan for Certain Employees Holding Cognizant Corporation
Equity-Based Awards - 20,000,000 shares, Replacement Plan for Certain
Non-Employee Directors Holding Cognizant Corporation Equity-Based
Awards -75,000 shares, Replacement Plan for Certain Individuals
Holding Cognizant Corporation Stock Options - 750,000 shares, Employee
Stock Purchase Plan -1,500,000 shares and Savings Plan - 600,000
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.
In addition, pursuant to 416(c) under the Securities Act of 1933, as amended,
this registration statement also covers an indeterminate amount of interests
to be offered or sold pursuant to the employee Savings Plan.
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
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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 Officer
Robert E. Weissman (principal executive
officer) January 12, 1999
and Director
* Victoria R. Fash President, Chief
- ------------------------------- Operating Officer
Victoria R. Fash (principal financial January 12, 1999
officer) and Director
* James C. Malone Senior Vice
- ------------------------------- President and
James C. Malone Controller (principal January 12, 1999
accounting officer)
* Clifford L. Alexander, Jr. Director January 12, 1999
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Clifford L. Alexander, Jr.
* John P. Imlay, Jr. Director January 12, 1999
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John P. Imlay, Jr.
* Robert Kamerschen Director January 12 1999
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Robert Kamerschen
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* Robert J. Lanigan Director January 12, 1999
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Robert J. Lanigan
* H. Eugene Lockhart Director January 12, 1999
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H. Eugene Lockhart
* M. Bernard Puckett Director January 12, 1999
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M. Bernard Puckett
* William C. Van Fassen Director January 12, 1999
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William C. Van Fassen
By /s/Kenneth S. Siegel January 12, 1999
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Attorney-in-Fact
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Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have
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 the 12th day of January, 1999.
IMS HEALTH INCORPORATED SAVINGS PLAN
By: /s/ Kenneth S. Siegel
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Name: Kenneth S. Siegel
Title: Senior Vice President,
General Counsel &
Secretary
