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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 11, 2000
INFORMATION HOLDINGS INC.
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(Exact Name of Registrant as specified in its Charter)
Delaware 1-14371 06-1518007
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(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of corporation) Identification No.)
2777 Summer Street, Stamford, Connecticut 06905
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(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code: (203) 961-9106
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N/A
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On February 14, 2000, Information Holdings Inc. (the "Company")
announced that it had filed a registration statement on Form S-3 (the
"Registration Statement") with the Securities and Exchange Commission for a
public offering of up to 4,600,000 shares of its common stock (the "Offering"),
including 600,000 shares of common stock to cover over-allotments, if any. A
copy of the press release is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
In the Registration Statement, the Company disclosed that a substantial
portion of the net proceeds from the Offering would be used to develop and
market its CorporateIntelligence.com web site and to finance future
acquisitions. The Company is currently aggregating all of its intellectual
property businesses on this web site. The commercial rollout of
CorporateIntelligence.com is expected to occur over the course of the year 2000.
The Company anticipates an operating loss for the year 2000 as a result
of expenditures ranging from $20 to 25 million expected to be incurred in
connection with the development, marketing and commercial rollout of
CorporateIntelligence.com. In addition, sales and operating results will be
negatively affected for the first quarter of 2000, and possibly thereafter, as a
result of the termination of the Company's international distribution agreement
with Springer Verlag.
Additional information regarding the Company and the Offering is
contained in the Registration Statement filed with the Securities and Exchange
Commission on February 11, 2000. The Registration Statement is incorporated
herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business acquired: None
(b) Pro Forma Financial Information: None
(c) Exhibits:
99.1 Press Release dated February 14, 2000
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this Current Report on Form 8-K to be signed on
its behalf by the undersigned hereunto duly authorized.
INFORMATION HOLDINGS INC.
Date: February 14, 2000 By:/s/ Vincent A. Chippari
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Name: Vincent A. Chippari
Title: Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
The following Exhibit is filed herewith.
Exhibit Number Description
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99.1 Press Release dated February 14, 2000.
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INFORMATION HOLDINGS INC. FILES FOR
OFFERING OF COMMON STOCK
NEW YORK, February 14, 2000 -- Information Holdings Inc. (NYSE: IHI)
today announced that it filed a registration statement relating to a proposed
offering of 4,000,000 shares of common stock. The underwriters have an option
to purchase up to 600,000 additional shares to cover over-allotments, if any.
All net proceeds from the offering will go to the Company. The underwriters
for the offering are Merrill Lynch & Co., Morgan Stanley Dean Witter and
Thomas Weisel Partners.
The Company will use a significant portion of the net proceeds to
develop and market its B2B intellectual property portal,
CorporateIntelligence.com, and to fund future acquisitions. Remaining
proceeds will be available for general corporate purposes.
A registration statement related to these securities has been filed
with the Securities and Exchange Commission, but has not yet become effective.
These securities may not be sold, nor may offers to buy be accepted, prior to
the time the registration statement becomes effective. This news release shall
not constitute an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of these securities in any state or jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or jurisdiction.
Information Holdings Inc. is a leading provider of information
products and services, primarily to the intellectual property and scientific
markets. Through its CorporateIntelligence.com unit, which includes
MicroPatent -Registered Trademark- and Master Data Center-TM-, the Company
provides a broad array of databases, information products and complementary
services for intellectual property professionals. The Company is recognized
as a leading provider of intellectual property information over the Internet.
In addition, the Company's CRC Press -Registered Trademark- business
publishes professional and academic books, journals, newsletters and
electronic databases covering areas such as life sciences, environmental
sciences, engineering, mathematics, physical sciences and business.
Information Holdings Inc. is listed on the New York Stock Exchange and trades
under the symbol: IHI.
This press release includes statements which may constitute
forward-looking statements made pursuant to safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. Although the Company believes
the expectations contained in such forward-looking statements are reasonable, it
can give no assurance that such expectations will prove to be correct. This
information may involve risks and uncertainties that could cause actual results
to differ materially from the forward-looking statements. Factors which could
cause or contribute to such differences include, but are not limited to, factors
detailed in the Company's Securities and Exchange Commission filings.
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For further information, contact:
Vincent A. Chippari Chris Plunkett
Executive Vice President & Chief Financial Officer Brainerd Communicators
Information Holdings Inc. 212-986-6667
203-961-9208
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