<PAGE>
As filed with the Securities and Exchange Commission on July 14, 2000
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
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification Number)
2777 Summer Street, Suite 209
Stamford, Connecticut 06905
(203) 961-9106
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(Address, including zip code, and telephone number, including area code,
of principal executive offices)
INFORMATION HOLDINGS INC. 1998 STOCK OPTION PLAN
------------------------------------------------
Mason P. Slaine
President and Chief Executive Officer
Information Holdings Inc.
2777 Summer Street, Suite 209
Stamford, Connecticut 06905
(203) 961-9106
--------------------------------------
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
COPY TO:
Steven J. Gartner
Willkie Farr & Gallagher
787 Seventh Avenue
New York, NY 10019
(212) 728-8000
<TABLE>
CALCULATION OF REGISTRATION FEE
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<CAPTION>
Proposed maximum Proposed maximum Amount of
Title of securities Amount to be offering price per aggregate offering registration
to be registered registered(1) share (2) price(2) fee
<S> <C> <C> <C> <C>
Common Stock, par 500,000 $35.65625 $17,828,125 $4,706.63
value $0.01 per share
(1) Represents the shares of common stock of Information Holdings Inc. (the "Common Stock")
issuable pursuant to the Information Holdings Inc. 1998 Stock Option Plan. In addition,
this Registration Statement covers an indeterminable number of additional shares as may
hereafter be offered or issued, pursuant to the Plan, to prevent dilution resulting from
stock splits, stock dividends or similar transactions effected without the receipt of
consideration.
(2) Estimated solely for calculating the amount of the registration fee, pursuant to
paragraphs (c) and (h) of Rule 457 under the Securities Act of 1933 (the "Securities
Act") based upon the average of the high and low Nasdaq National Market on July 7, 2000.
</TABLE>
<PAGE>
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 Annual Report on Form 10-K for the fiscal year ending
December 31, 1999, filed March 29, 2000, pursuant to the Securities
Exchange Act of 1934 (the "Exchange Act");
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000, filed on May 15, 2000, pursuant to the Exchange Act;
(c) The Company's Current Reports on Form 8-K, filed on February 14, 2000,
February 29, 2000, and March 15, 2000, respectively, pursuant to the
Exchange Act;
(d) The Company's Registration Statement on Form S-8 (Registration No.
333-63325), filed on September 14, 1998, pursuant to the Exchange Act;
(e) The description of the Company's common stock, par value $0.01 per
share, incorporated by reference into the Company's Registration
Statement on Form 8-A, filed on August 4, 1998, pursuant to the
Exchange Act, and contained in the Registration Statement on Form S-1
(Registration No. .333-56665), filed on August 4, 1998, as amended.
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 this 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 by reference in this Registration Statement and to
be a part hereof from the date of the filing of such documents with the
Commission. Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes hereof to the
extent that a statement contained herein (or in any other subsequently filed
document which also is incorporated by reference herein) modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed to
constitute a part hereof except as so modified or superseded.
Item 8. EXHIBITS
Exhibit No.
5 Opinion of Willkie Farr & Gallagher.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Willkie Farr & Gallagher (included in Exhibit 5)
24 Power of Attorney (reference is made to the signature page).
-2-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Stamford, Connecticut on July 14,
2000.
INFORMATION HOLDINGS INC.
By: /s/ Mason P. Slaine
------------------------------
Mason P. Slaine
President and Chief Executive Officer
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<PAGE>
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.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Mason P. Slaine President, Chief Executive Officer and July 14, 2000
------------------------ Director (Principal Executive Officer)
Mason P. Slaine
/s/ Vincent A. Chippari Executive Vice President and Chief July 14, 2000
------------------------ Financial Officer (Principal
Vincent A. Chippari Accounting Officer and Principal
Financial Officer)
/s/ Michael E. Danziger Director July 14, 2000
------------------------
Michael E. Danziger
/s/ David R. Hass Director July 14, 2000
------------------------
David R. Haas
/s/ Sidney Lapidus Director July 14, 2000
------------------------
Sidney Lapidus
/s/ David E. Libowitz Director July 14, 2000
------------------------
David E. Libowitz
</TABLE>
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<PAGE>
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
23.2. Consent of Willkie Farr & Gallagher (included in Exhibit 5)
24 Power of Attorney (reference is made to the signature page).
