Registration No. 333-67779
___________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
POST-EFFECTIVE AMENDMENT #1
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
___________________
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Amount to Offering Aggregate Amount of
Title of Securities to be be Price Per Offering Registration
Registered Registered(a) Share(b) Price(b) Fee(b)
Common Stock, $0.01 par 160,000
value per share(c)
(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 160,000 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 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) Includes Preferred Share Purchase Rights which, prior to the
occurrence of certain events, will not be exercisable or
evidenced separately from the Common Stock.
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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
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 Officer January 12, 1999
Robert E. Weissman (principal executive
officer) and Director
* Victoria R. Fash President, Chief
__________________ Operating Officer and January 12, 1999
Victoria R. Fash Director
* J. Michal Conaway Chief Financial
__________________ Officer January 12, 1999
J. Michal Conaway
* James C. Malone Senior Vice President
__________________ and Controller January 12, 1999
James C. Malone (principal accounting
officer)
* Clifford L Alexander, Jr.
_________________________ Director January 12, 1999
Clifford L. Alexander, Jr.
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* John P. Imlay, Jr. Director January 12, 1999
_____________________
John P. Imlay, Jr.
* 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
/s/Kenneth S. Siegel
By ______________________ January 12, 1999
Attorney-in-Fact
