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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 14, 2000
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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INFORMATION HOLDINGS INC.
(Exact name of registrant as specified in its charter)
DELAWARE 06-1518007
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
2777 SUMMER STREET, SUITE 209
STAMFORD, CT 06905
(203) 961-9106
(Address, Including Zip Code and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
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MASON P. SLAINE
PRESIDENT AND CHIEF EXECUTIVE OFFICER
INFORMATION HOLDINGS INC.
2777 SUMMER STREET, SUITE 209
STAMFORD, CT 06905
(203) 961-9106
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
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Copies to:
STEVEN J. GARTNER, ESQ. JONATHAN A. SCHAFFZIN, ESQ.
Willkie Farr & Gallagher Cahill Gordon & Reindel
787 Seventh Avenue 80 Pine Street
New York, NY 10019 New York, NY 10005
(212) 728-8000 (212) 701-3000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable after the effective date of this Registration Statement as
determined by market conditions.
If the only securities being registered on this Form are to be offered
pursuant to dividend or interest reinvestment plans, please check the following
box: /_/
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, as amended (the "Securities Act"), other than securities
offered only in connection with dividend or reinvestment plans, check the
following box: /_/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /X/ 333-30202
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. /_/
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. /_/
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
- ------------------------------ ------------ ------------------- ------------------ -------------------
Title of Securities Being Amount Being Proposed Maximum Proposed Maximum Amount of
Registered Registered(1) Offering Price Per Aggregate Offering Registration Fee
Share(2) Price(2)
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<S> <C> <C> <C> <C>
Common Stock, $.01 par value 575,000 $39.25 $22,568,750 $7,657
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This registration statement is being filed to register 575,000 shares
of Common Stock, $.01 par value per share, of Information Holdings Inc. a
Delaware corporation (the "Registrant"), pursuant to Rule 462(b) under the
Securities Act of 1933, as amended. The information in the Registrant's
earlier effective registration statement (Registration No. 333-30202) is
incorporated herein by reference.
The required opinions and consents are listed on the Exhibit Index
attached hereto and filed herewith.
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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-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in New York, New York, on March 14, 2000.
<TABLE>
<S> <C>
INFORMATION HOLDINGS INC.
BY: /S/ VINCENT A. CHIPPARI
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Name: Vincent A. Chippari
Title: Executive Vice President and Chief
Financial Officer
</TABLE>
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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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<C> <S> <C>
President, Chief Executive
* Officer and Director
------------------------------------------- (Principal Executive March 14, 2000
Mason P. Slaine Officer)
Executive Vice President and
/s/ VINCENT A. CHIPPARI Chief Financial Officer
------------------------------------------- (Principal Accounting March 14, 2000
Vincent A. Chippari Officer and Principal
Financial Officer)
* Director
------------------------------------------- March 14, 2000
Michael E. Danziger
* Director
------------------------------------------- March 14, 2000
David R. Haas
* Director
------------------------------------------- March 14, 2000
Sidney Lapidus
* Director
------------------------------------------- March 14, 2000
David E. Libowitz
</TABLE>
<TABLE>
<S> <C> <C> <C>
*By: /s/ VINCENT A. CHIPPARI
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ATTORNEY-IN-FACT
</TABLE>
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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5 Opinion of Willkie Farr & Gallagher as to the legality of the
Common Stock
23.1 Consent of Willkie Farr & Gallagher (included in their opinion
filed as Exhibit 5)
23.2 Consent of Ernst & Young LLP
23.3 Consent of Ernst & Young LLP
23.4 Consent of Ernst & Young LLP
23.5 Consent of Ernst & Young LLP
24 Power of Attorney (included on the signature page to
Registrant's earlier effective registration statement
(Registration No. 333-30202))
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Exhibit 5
March 14, 2000
Information Holdings Inc.
2777 Summer Street, Suite 209
Stamford, Connecticut 06905
Ladies and Gentlemen:
We are delivering this opinion in connection with the Registration Statement on
Form S-3 (File No. 333-30202)(the "Registration Statement"), initially filed by
Information Holdings Inc. (the "Company") on February 18, 2000 with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Act"), and the abbreviated Registration Statement on Form S-3 filed by the
Company today pursuant to Rule 462(b) promulgated under the Act (the "Additional
Registration Statement") and, together with the Registration Statement, (the
"Registration Statements"), with respect to 5,175,000 shares of the
common stock of the Company, par value $.01 per share ("Common Stock"). The
4,500,000 shares of Common Stock are to be sold by the Company in the
public offering contemplated by the Prospectus contained in the Registration
Statement through the underwriters named therein (the "Underwriters") pursuant
to the purchase agreement described in such Prospectus (the "Purchase
Agreement"), and up to 675,000 shares of Common Stock may be sold upon the
exercise of over-allotment options granted in the Purchase Agreement to the
Underwriters by the Company. All shares of Common Stock registered under the
Registration Statement and the Additional Registration Statement are herein
referred to as the "Shares."
We have examined copies of the Certificate of Incorporation and By-Laws of the
Company, the Registration Statement, all resolutions adopted by the Company's
Board of Directors, and other records and documents that we have deemed
necessary for the purpose of this opinion. We have also examined such other
documents, papers, statutes and authorities as we have deemed necessary to form
a basis for the opinion hereinafter expressed.
In our examination, we have assumed the genuineness of all signatures and the
conformity to original documents of all copies submitted to us. As to various
questions of fact material to our opinion, we have relied on statements and
certificates of officers and representatives of the Company and public
officials.
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Information Holdings Inc.
March 14, 2000
Page 2
Based on the foregoing, we are of the opinion that:
(1) The Company is validly existing as a corporation in good standing
under the laws of the State of Delaware.
(2) The Shares being sold on behalf of the Company have been duly
authorized and, when issued, delivered and sold by the Company and paid
for by the Underwriters, as contemplated by the Purchase Agreement and
as described in the Registration Statements, will constitute duly
authorized, validly issued, fully paid and non-assessable shares of
Common Stock; and
(3) The Company Shares, when duly issued, sold and paid for in
accordance with the terms of the Prospectus included as part of the
Registration Statement, will be validly issued, fully paid and
non-assessable shares of capital stock of the Company.
We are qualified to practice law in the State of New York and do not purport to
be experts on, or to express any opinion herein, concerning any law, other than
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.
We hereby consent to the filing of this opinion as an exhibit to the Additional
Registration Statement and to the reference to our firm under the heading "Legal
Matters" in the Prospectus included as part of the Registration Statement. In
giving such consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Act.
Very truly yours,
/s/ Willkie Farr & Gallagher
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Exhibit 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the reference to our firm under the caption "Experts" and
to the use of our report dated May 29, 1998, with respect to the financial
statements of CRC Press, Inc. as of December 31, 1996 in the Registration
Statement (Form S-3 No. 333-00000) and related Prospectus of Information
Holdings Inc. for the registration of its common stock.
We also consent to the incorporation by reference therein of our report
dated May 29, 1998 with respect to the financial statement schedule of CRC
Press, Inc. for the year ended December 31, 1996 included in the Information
Holdings Inc. Annual Report (Form 10-K) for 1998 filed with the Securities
and Exchange Commission.
/s/ Ernst & Young LLP
West Palm Beach, Florida
March 10, 2000
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Exhibit 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement (Form-3 No. 333-00000) and the related Prospectus
of Information Holdings Inc. for the registration of its common stock and to
the incorporation by reference therein of our report dated June 8, 1998, with
respect to the financial statements of MicroPatent for the years ended June
30, 1996 and 1997 included in Information Holdings Inc. Registration
Statement (Form S-1 No. 333-56665) filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
New York, New York
March 10, 2000
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Exhibit 23.4
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" and
to the use of our report dated March 3, 1999 in the Registration Statement
(Form S-3 No. 333-00000) and related Prospectus of Information Holdings Inc.
for the registration of its common stock.
We also consent to the incorporation by reference therein of our report
dated March 3, 1999 with respect to the financial statement schedule of
Information Holdings Inc. for the years ended December 31, 1998 and 1997
included in the Annual Report (Form 10-K) for 1998 filed with the Securities
and Exchange Commission.
/s/ Ernst & Young LLP
New York, New York
March 10, 2000
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Exhibit 23.5
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
Amendment No. 1 to the Registration Statement (Form S-3 No. 333-00000) and
the related Prospectus of Information Holdings Inc. for the registration of
its common stock and to the incorporation by reference therein of our report
dated August 5, 1999, except for Note 1 which is dated August 12, 1999, with
respect to the financial statements of Master Data Center, Inc. as of
December 31, 1998 and for the periods of January 1, 1998 through November 27,
1998 and November 28, 1998 through December 31, 1998 included in Information
Holdings Inc. Current Report on Form 8-K/A dated October 26, 1999 filed with
the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Detroit, Michigan
March 10, 2000
