<PAGE>
As filed with the Securities and Exchange
Commission on January 16, 2001
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 (I.R.S. Employer
of incorporation or organization) Identification Number)
200 Nyala Farms
Westport, Connecticut 06880
(Address of principal executive offices) (Zip code)
IMS Health Incorporated 2000 Stock Incentive Plan
1998 IMS Health Incorporated Non-Employee Directors' Stock Incentive Plan
(Full title of Plans)
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James C. Malone
Chief Financial Officer
200 Nyala Farms
Westport, Connecticut 06880
(Name and address of agent for service)
(203) 222-4200
(Telephone number, including area code, of agent)
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Copy to Bonnie J. Roe, Esq.
Day, Berry & Howard LLP
One Canterbury Green
Stamford, Connecticut 06901
(203) 977-7300
Calculation of Registration Fee
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Title Of Amount To Be Maximum Maximum Amount Of
Securities To Registered Offering Aggregate Registration
Be Registered Price Per Offering Price Fee (1)
Share (1) (1)
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Common Stock 18,674,797 $25.625 $478,541,673 $119,635.42
par value, $.01 shares (2)
per share (3)
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(1) Pursuant to Rule 457(h) under the Securities Act of 1933, the proposed
maximum offering price per share, the proposed maximum aggregate offering price
and the amount of the registration fee have been computed on the basis of the
average high and low price per share of Common Stock as reported on the New York
Stock Exchange on January 8, 2001.
(2) Includes 18,448,293 shares issuable pursuant to the 2000 Stock Incentive
Plan and 226,504 shares issuable under the Non-Employee Directors' Stock
Incentive Plan.
(3) 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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PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
This Registration Statement on Form S-8 is filed for the purpose of
registering (i) 18,448,293 shares of common stock, par value $.01 (the "Common
Stock"), of IMS Health Incorporated (the "Company") issuable pursuant to the
Company's 2000 Stock Incentive Plan and (ii) 226,504 shares of Common Stock
issuable pursuant to the 1998 IMS Health Incorporated Non-Employee Directors'
Stock Incentive Plan, as a result of an amendment to the Non-Employee Directors'
Stock Incentive Plan on July 25, 2000. On December 18, 1998, the Company filed
with the Securities and Exchange Commission (the "Commission") a registration
statement on Form S-8 (No. 333-69195) registering up to 80,000 shares of Common
Stock issuable under the Non-Employee Directors' Stock Incentive Plan prior to
its amendment in July 2000 (the "Prior Registration Statement"). On January 14,
1999, the Company filed Post-Effective Amendment #1 to its Form S-8 to reflect a
2-for-1 stock split ("Post-Effective Amendment #1"). Pursuant to General
Instruction E of Form S-8, the Prior Registration Statement and the
Post-Effective Amendment #1 are hereby incorporated by reference in this
Registration Statement. This Registration Statement also covers shares issuable
under the 2000 Stock Incentive Plan and the Non-Employee Directors' Stock
Incentive Plan as a result of stock splits, stock dividends and similar
transactions, as provided in the plans.
On August 23, 2000, in connection with the spin-off of Synavant Inc.
and the sale of Erisco Managed Care Technologies, Inc., the Company granted a
total of approximately 10.8 million options (as adjusted for the Synavant
spin-off) to employees worldwide, of which approximately 8.1 million were
granted under the 2000 Stock Incentive Plan, approximately 129,000 were
granted under the 1998 Non-Employee Directors' Stock Incentive Plan and
approximately 2.6 million were granted under the 1998 IMS Health Incorporated
Employees' Stock Incentive Plan. Pursuant to their terms, these options vest
four years and nine months from the date of grant and are subject to
accelerated vesting based on the achievement of certain performance
thresholds by the Company's Common Stock, but were in no event exercisable
before January 16, 2001. As a result of the achievement of these performance
thresholds, 80% of the options vested and are currently exercisable. These
grants were in addition to the Company's normal option grants made earlier in
the year.
ITEM 3 INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents previously filed with the Commission by the
Company are incorporated by reference in this Registration Statement:
(a) The Prior Registration Statement;
(b) Post-Effective Amendment #1;
(c) The Company's Annual Report on Form 10-K for the year ended December
31, 1999, filed with the Commission on March 17, 2000;
(d) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, June 30 and September 30, 2000;
(e) The Company's Current Reports on Form 8-K filed on March 31, April
4, May 17, September 15, and October 18, 2000 and January 16, 2001;
(f) The description of the Company's Common Stock contained in the
Company's Form 10/A-2 filed on June 17, 1998;
(g) 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.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all shares of Common Stock offered
have been sold, or which deregisters all shares of Common Stock then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a 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 other subsequently filed document which 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.
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ITEM 4 DESCRIPTION OF SECURITIES
Not required.
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
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
or she 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 or her 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 or her 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 permitted by the laws of
the State of 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
from claims or charges made against them while acting in their capacities as
directors or officers.
ITEM 8 EXHIBITS
The following exhibits are incorporated herein by reference as indicated
or filed herewith.
EXHIBIT NO. DESCRIPTION
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4.1 Restated Certificate of Incorporation of IMS Health
Incorporated, dated May 29, 1998 (incorporated by reference to
Exhibit 3.1 to the Company's Registration Statement on Form
10, filed on June 12, 1998).
4.2 Certificate of Amendment of Restated Certificate of
Incorporation of IMS Health Incorporated, dated March 22, 1999
(incorporated by reference to Exhibit 3.2 to the Company's
Quarterly Report on Form 10-Q for the quarter ended March 31,
1999, filed on May 17, 1999).
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4.3 Amended and Restated By-laws of IMS Health Incorporated
(incorporated by reference to Exhibit 3.2 to the Company's
Registration Statement on Form 10, filed on June 12, 1998).
4.4 The Rights Agreement, dated as of June 15, 1998, between
IMS Health Incorporated and First Chicago Trust Company of
New York (incorporated by reference to Exhibit 1 to the
Company's Registration Statement on Form 8-A, filed on June
23, 1998).
4.5 Amendment No. 1 to the Rights Agreement, dated as of March 28,
2000, between IMS Health Incorporated and First Chicago Trust
Company of New York (incorporated by reference to Exhibit 4.1
to the Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2000, filed May 15, 2000).
4.6 Amendment No. 2 to the Rights Agreement, dated as of July
18, 2000, between IMS Health Incorporated and First Chicago
Trust Company of New York (incorporated by reference to
Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q
for the quarter ended September 30, 2000, filed November
13, 2000).
5 Opinion of Day, Berry & Howard LLP as to the legality of the
securities registered hereby, including consent of such
counsel.
10.1 IMS Health Incorporated 2000 Stock Incentive Plan.
10.2 1998 IMS Health Incorporated Non-Employee Directors' Stock
Incentive Plan, as amended on July 25, 2000 and restated to
reflect such amendment.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Day, Berry & Howard LLP (See Exhibit 5).
24 Power of attorney (see signature page).
ITEM 9 UNDERTAKINGS
A. 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;
(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; and
(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) of this
section do not apply if the Registration Statement is on Form S-3, Form S-8 or
Form F-3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to section 13 or section
15(d) of the Securities Exchange Act of 1934 (the "1934 Act") that are
incorporated by reference in the Registration Statement.
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(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 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 purpose of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
1934 Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the 1934 Act) that is incorporated by
reference in the 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
Securities Act of 1933 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 of whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication to such issue.
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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 Town of Westport, State of Connecticut, on December 19, 2000.
IMS HEALTH INCORPORATED
By: /s/ David M. Thomas
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Name: David M. Thomas
Title: Chairman, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated. Each person whose signature appears below
hereby constitutes David M. Thomas and James C. Malone and each of them singly,
such person's true and lawful attorneys, with full power to them and each of
them to sign for such person and in such person's name and capacity indicated
below any and all amendments to this Registration Statement, hereby ratifying
and confirming such person's signature as it may be signed by said attorneys to
any and all such amendments.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ David M. Thomas Chairman of the Board, January 16, 2001
------------------------ President and Chief Executive
David M. Thomas Officer
/s/ Gilles Pajot Executive Vice President & January 16, 2001
------------------------ Director
Gilles Pajot
/s/ James C. Malone Chief Financial Officer January 16, 2001
------------------------
James C. Malone
-------------------------- Director
Clifford L. Alexander, Jr.
------------------------ Vice Chairman and Director
Victoria R. Fash
/s/ John P. Imlay, Jr. Director January 16, 2001
------------------------
John P. Imlay, Jr.
------------------------ Director
Robert Kamerschen
/s/ Robert J. Lanigan Director January 16, 2001
------------------------
Robert J. Lanigan
/s/ H. Eugene Lockhart Director January 16, 2001
------------------------
H. Eugene Lockhart
/s/ M. Bernard Puckett Director January 16, 2001
------------------------
M. Bernard Puckett
</TABLE>
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<TABLE>
<CAPTION>
<S> <C> <C>
/s/ William C. Van Faasen Director January 16, 2001
-------------------------
William C. Van Faasen
/s/ Robert E. Weissman Vice Chairman and Director January 16, 2001
----------------------
Robert E. Weissman
</TABLE>
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INDEX OF EXHIBITS
EXHIBIT DESCRIPTION OF EXHIBITS
NUMBER
4.1 Restated Certificate of Incorporation of IMS Health
Incorporated, dated May 29, 1998 (incorporated by reference to
Exhibit 3.1 to the Company's Registration Statement on Form
10, filed on June 12, 1998).
4.2 Certificate of Amendment of Restated Certificate of
Incorporation of IMS Health Incorporated, dated March 22, 1999
(incorporated by reference to Exhibit 3.2 to the Company's
Quarterly Report on Form 10-Q for the quarter ended March 31,
1999, filed on May 17, 1999).
4.3 Amended and Restated By-laws of IMS Health Incorporated
(incorporated by reference to Exhibit 3.2 to the Company's
Registration Statement on Form 10, filed on June 12, 1998).
4.4 The Rights Agreement, dated as of June 15, 1998, between IMS
Health Incorporated and First Chicago Trust Company of New
York (incorporated by reference to Exhibit 1 to the
registrant's Registration Statement on Form 8-A filed on June
23, 1998).
4.5 Amendment No. 1 to the Rights Agreement, dated as of March 28,
2000, between IMS Health Incorporated and First Chicago Trust
Company of New York (incorporated by reference to Exhibit 4.1
to the Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2000, filed May 15, 2000).
4.6 Amendment No. 2 to the Rights Agreement, dated as of July
18, 2000, between IMS Health Incorporated and First Chicago
Trust Company of New York (incorporated by reference to
Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q
for the quarter ended September 30, 2000, filed November
13, 2000).
5 Opinion of Day, Berry & Howard LLP as to the legality of the
securities registered hereby, including consent of such
counsel.
10.1 IMS Health Incorporated 2000 Stock Incentive Plan.
10.2 1998 IMS Health Incorporated Non-Employee Directors' Stock
Incentive Plan, as amended on July 25, 2000 and restated to
reflect such amendment.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Day, Berry & Howard LLP (See Exhibit 5).
24 Power of attorney (see signature page).
