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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) - November 6, 2000
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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 (IRS Employer
of incorporation) Number) Identification No.)
2777 Summer Street
Stamford, Connecticut 06905
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(Address of principal executive offices) Zip Code
Registrant's telephone number, including area code: (203) 961-9106
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Item 2. Acquisition or Disposition of Assets.
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On November 6, 2000, Information Holdings Inc. (the "Company") completed an
acquisition of substantially all the assets and certain liabilities of
Transcender Corporation, a Tennessee corporation ("Transcender"), pursuant to an
Asset Purchase Agreement, dated as of November 6, 2000, by and among Information
Ventures LLC ("Information Ventures"), a wholly owned subsidiary of the Company,
Transcender LLC, a limited liability company formed to acquire Transcender and a
wholly owned subsidiary of Information Ventures, and Transcender, Aneel M.
Pandey, John W. Rose, Edward T. Acerno and Fong Richard Zhu (the "Agreement").
Pursuant to the Agreement, the Company, though Information Ventures, acquired
the assets of Transcender for cash consideration of approximately $60 million.
The purchase price was funded with cash on hand at the Company. The acquisition
will be accounted for by the Company under the "purchase" method of accounting.
A copy of the Agreement is attached as Exhibit 2.1.
The news release announcing the consummation of the transaction is attached
as Exhibit 99 and incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
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(a) (b) The financial statements required by Item 7(a) and Item 7(b) of
Form 8-K will be filed pursuant to an amendment to Form 8-K no later than
January 19, 2001.
(c) Exhibits.
2.1 Asset Purchase Agreement, dated as of November 6, 2000, by and among
Information Ventures LLC, a Delaware limited liability company,
Transcender LLC, a Delaware limited liability company, and Transcender
Corporation, a Tennessee corporation, Aneel H. Pandey, John W. Rose,
Edward T. Acerno and Fong Richard Zhu.
99 News Release dated November 6, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
INFORMATION HOLDINGS INC.
Dated: November 21, 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
Exhibit No. Description
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2.1 Asset Purchase Agreement, dated as of November 6, 2000, by
and among Information Ventures LLC, a Delaware limited
liability company, Transcender LLC, a Delaware limited
liability company, and Transcender Corporation, a Tennessee
corporation, Aneel H. Pandey, John W. Rose, Edward T. Acerno
and Fong Richard Zhu.
99 News Release dated November 6, 2000.
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