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As filed with the Securities and Exchange Commission on September 14, 1998
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
INFORMATION HOLDINGS INC.
(Exact name of registrant as specified in its charter)
Delaware 06-1518007
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
23 Old Kings Highway South
Darien, Connecticut 06820
(203) 662-4203
(Address, including zip code, and telephone number, including area code,
of principal executive offices)
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Information Holdings Inc. 1998 Stock Option Plan
(Full title of the plan)
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Mason P. Slaine
President and Chief Executive Officer
Information Holdings Inc.
23 Old Kings Highway South
Darien, Connecticut 06820
(203) 662-4203
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
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Copies to
Steven J. Gartner
Willkie Farr & Gallagher
787 Seventh Avenue
New York, NY 10019
(212) 728-8000
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CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of securities Amount to be offering price per aggregate offering Amount of
to be registered registered share (1) price (1) registration fee
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<S> <C> <C> <C> <C>
Common Stock, par
value $0.01 per share 866,886 $12.00 $10,402,632 $3,069
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(1) Estimated solely for calculating the amount of the registration fee,
pursuant to Rule 457(h) under the Securities Act of 1933, as
amended (the "Securities Act").
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PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed with the Securities and Exchange
Commission (the "Commission") by Information Holdings Inc., a Delaware
corporation (the "Company") are incorporated by reference into the Registration
Statement:
(a) the Company's Prospectus, dated August 6, 1998, filed pursuant to
the Securities Act on August 7, 1998.
(b) the description of the Company's Common Stock, which is
incorporated by reference into the Company's Registration Statement on Form 8-A,
filed pursuant to the Exchange Act on August 4, 1998.
In addition, all documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
to the date of the Registration Statement and prior to the filing of a
post-effective amendment which indicates that all the securities offered hereby
have been sold or which deregisters all securities then remaining unsold shall
be deemed to be incorporated herein by reference and to be a part hereof from
the date of the filing of such documents with the Commission.
Item 4. DESCRIPTION OF SECURITIES
Inapplicable
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Inapplicable
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law empowers a Delaware
corporation to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed 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 a director, officer, 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 or enterprise. A corporation may indemnify such
person against 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
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proceeding if he acted in good faith and in a manner reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, has no reasonable cause to believe his
conduct was unlawful. A corporation may, in advance of the final disposition of
any civil, criminal, administrative or investigative action, suit or proceeding,
pay the expenses (including attorneys' fees) incurred by any officer or director
in defending such action, provided that the director or officer undertake to
repay such amount if it shall ultimately be determined that he is not entitled
to be indemnified by the corporation.
A Delaware corporation may indemnify officers and directors in an
action by or in the right of the corporation to procure a judgment in its favor
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 (including attorneys' fees) which he actually
or reasonably incurred in connection therewith. The indemnification provided is
not deemed to be exclusive of any other rights to which an officer or director
may be entitled under any corporation's bylaw, agreement, vote or otherwise.
The Company has adopted provisions in its Bylaws that provide that the
Company shall indemnify its officers and directors to the maximum extent
permitted under the Delaware General Corporation Law.
In addition, the Purchase Agreement filed as Exhibit 1.1 to the
Registration Statement provides for indemnification of the Company, its officers
and its directors by the Underwriters under certain circumstances.
The Company's officers and directors are also covered under the
Company's directors' and officers' insurance policy.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Inapplicable
Item 8. EXHIBITS
Exhibit No.
4.1(a) Certificate of Incorporation of the Company.
4.2(b) Bylaws of the Company.
4.3(c) Specimen Common Stock certificate.
5 Opinion of Willkie Farr & Gallagher.
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23.1 Consent of Ernst & Young LLP (CRC Press, Inc.).
23.2 Consent of Ernst & Young LLP (Information Holdings LLC).
23.3 Consent of Ernst & Young LLP (Micropatent).
23.4 Consent of Robert A. Young, CPA (St. Lucie Press).
23.5 Consent of Willkie Farr & Gallagher (included in Exhibit 5).
24 Power of Attorney (included on the signature page).
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(a) Incorporated by reference to Exhibit 3.1 to the Company's
Registration Statement on Form S-1 (Registration No. 333-56665).
(b) Incorporated by reference to Exhibit 3.2 to the Company's
Registration Statement on Form S-1 (Registration No. 333-56665).
(c) Incorporated by reference to Exhibit 4.1 to the Company's
Registration Statement on Form S-1 (Registration No. 333-56665).
Item 9. UNDERTAKINGS
1. The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are
being made, a post-effective amendment to the Registration
Statement:
(i) to include any prospectus required by
Section 10(a)(3) of the Securities Act;
(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;
(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;
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provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
(b) That, for the purpose of determining any liability under
the Securities 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.
(c) 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.
2. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange 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.
3. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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
Company 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 Securities Act and will be governed by the final adjudication
of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in New York, New York on
September 11, 1998.
INFORMATION HOLDINGS INC.
By: /s/ Mason P. Slaine
Mason P. Slaine
President and
Chief Executive Officer
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Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints each of Mason P. Slaine and Vincent A.
Chippari, as his true and lawful attorneys-in-fact and agents for the
undersigned, with full power of substitution, for and in the name, place and
stead of the undersigned to sign and file with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, (i) any and all
pre-effective and post-effective amendments to this registration statement, (ii)
any registration statement relating to this offering that is to be effective
upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as
amended, (iii) any exhibits to any such registration statement or pre-effective
or post-effective amendments, (iv) any and all applications and other documents
in connection with any such registration statement or pre-effective or
post-effective amendments, and generally to do all things and perform any and
all acts and things whatsoever requisite and necessary or desirable to enable
Information Holdings Inc. to comply with the provisions of the Securities Act of
1933, as amended, and all requirements of the Securities and Exchange
Commission.
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 dates indicated.
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<CAPTION>
Signature Title Date
<S> <C> <C>
President, Chief Executive Officer and September 11, 1998
/s/ Mason P. Slaine Director (Principal Executive Officer)
Mason P. Slaine
Executive Vice President and Chief September 11, 1998
/s/ Vincent A. Chippari Financial Officer (Principal
Vincent A. Chippari Accounting Officer and Principal
Financial Officer)
/s/ Michael E. Danziger
Michael E. Danziger Director September 11, 1998
/s/ David R. Haas Director September 2, 1998
David R. Haas
Director September 11, 1998
/s/ Sidney Lapidus
Sidney Lapidus
Director September 11, 1998
/s/ David E. Libowitz
David E. Libowitz
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INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
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5 Opinion of Willkie Farr & Gallagher.
23.1 Consent of Ernst & Young LLP (CRC Press, Inc.).
23.2 Consent of Ernst & Young LLP (Information Ventures LLC).
23.3 Consent of Ernst & Young LLP (Micropatent).
23.4 Consent of Robert A. Young, CPA (St. Lucie Press).
23.5 Consent of Willkie Farr & Gallagher (included in Exhibit 5).
24 Power of Attorney (included on the signature page).
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Willkie Farr & Gallagher
787 Seventh Avenue
New York, NY 10019-6099
September 11, 1998
Information Holdings Inc.
23 Old Kings Highway South
Darien, Connecticut 06820
Ladies and Gentlemen:
We have acted as counsel to Information Holdings Inc. (the "Company"), a
corporation organized under the laws of the State of Delaware, with respect to
the Company's Registration Statement on Form S-8 (the "Registration Statement")
to be filed by the Company with the Securities and Exchange Commission on or
about September 11, 1998 in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), by the Company of an aggregate
of 866,886 shares of Common Stock, par value $0.01 per share (the "Common
Stock"), which are issuable upon exercise of stock options granted or to be
granted under the Information Holdings Inc. 1998 Stock Option Plan (the "Plan").
As counsel for the Company, we have examined, among other things, such Federal
and state laws and originals and/or copies (certified or otherwise identified to
our satisfaction) of such documents, certificates and records as we deemed
necessary and appropriate for the purpose of preparing this opinion.
Based on the foregoing, we hereby inform you that in our opinion the shares of
Common Stock to be originally issued upon exercise of stock options granted or
to be granted under the Plan have been duly and validly authorized for issuance
and, when issued in accordance with the terms of the Plan for consideration in
excess of $0.01 per share, will be validly issued, fully paid, and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not hereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Act or the rules and regulations of the Securities and Exchange Commission.
This opinion is limited to the laws of the State of New York, the General
Corporation Law of the State of Delaware and the Federal laws of the United
States of America.
Very truly yours,
/s/ Willkie Farr & Gallagher
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Exhibit 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement (Form
S-8, No. 333-00000) pertaining to the Information Holdings Inc. 1998 Stock
Option Plan of our report dated May 29, 1998, with respect to the consolidated
financial statements of CRC Press, Inc., included in the Registration Statement
(Form S-1, No. 333-56665) of Information Holdings Inc., filed with the
Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
West Palm Beach, Florida
September 9, 1998
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Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8, No. 333-00000) pertaining to the Information Holdings Inc. 1998 Stock
Option Plan of our reports dated April 20, 1998 and June 8, 1998, with respect
to the consolidated financial statements of Information Ventures LLC, included
in the Registration Statement (Form S-1, No. 333-56665) of Information Holdings
Inc., filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
New York, New York
September 10, 1998
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Exhibit 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8, No. 333-00000) pertaining to the Information Holdings Inc. 1998 Stock
Option Plan of our report dated June 8, 1998, with respect to the financial
statements of Micropatent, included in the Registration Statement (Form S-1, No.
333-56665) of Information Holdings Inc., filed with the Securities and Exchange
Commission.
/s/ ERNST & YOUNG LLP
New York, New York
September 10, 1998
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Exhibit 23.4
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
I consent to the incorporation by reference in the Registration Statement (Form
S-8, No. 333-00000) pertaining to the Information Holdings Inc. 1998 Stock
Option Plan of my report dated June 5, 1998, with respect to the financial
statements of St. Lucie Press Corporation Inc., included in the Registration
Statement (Form S-1, No. 333-56665) of Information Holdings, Inc., filed with
the Securities and Exchange Commission.
/s/ Robert A. Young, CPA
Robert A. Young, CPA
West Palm Beach, Florida
September 9, 1998
