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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 17, 1999
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
ONESOURCE INFORMATION SERVICES, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 04-3204522
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
300 BAKER AVENUE
CONCORD, MA 01742
(Address of Principal Executive Offices) (Zip Code)
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1993 STOCK PURCHASE AND OPTION PLAN
1999 STOCK OPTION AND INCENTIVE PLAN
1999 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
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DANIEL J. SCHIMMEL
PRESIDENT AND CHIEF EXECUTIVE OFFICER
ONESOURCE INFORMATION SERVICES, INC.
300 BAKER AVENUE
CONCORD, MA 01742
(Name and Address of Agent For Service)
(978) 318-4300
(Telephone Number, Including Area Code, of Agent For Service)
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Copies to:
LAWRENCE S. WITTENBERG, ESQ.
Testa, Hurwitz & Thibeault, LLP
125 High Street
Boston, Massachusetts 02110
(617) 248-7000
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM MAXIMUM
TITLE OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
REGISTERED REGISTERED (1) PER SHARE (3) OFFERING PRICE REGISTRATION FEE
- ------------------------- -------------- --------------- --------------- ----------------
<S> <C> <C> <C> <C>
1993 STOCK PURCHASE AND OPTION PLAN
OneSource Information 727,344 shares (2) $0.12 $ 87,281.28 $ 24.26
Services, Inc. Common Stock, 1,359,994 shares (2) $1.37 $ 1,863,191.80 $ 517.97
$.01 par value 1,444,649 shares (2) $2.19 $ 3,163,781.30 $ 879.53
30,525 shares (2) $5.90 $ 180,097.50 $ 50.07
328,459 shares (2) $9.97 $ 3,274,736.20 $ 910.38
1999 STOCK OPTION AND INCENTIVE PLAN
OneSource Information 800,000 shares $6.5625 (4) $ 5,250,000.00 $1,459.50
Services, Inc. Common Stock,
$.01 par value
1999 EMPLOYEE STOCK PURCHASE PLAN
OneSource Information 100,000 shares $6.5625 (4) $ 656,250.00 $ 182.44
Services, Inc. Common Stock,
$.01 par value
TOTAL: 4,790,971 shares $14,475,338.00 $4,024.15
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</TABLE>
(1) All share numbers are adjusted to reflect a 2.035 for 1 stock split
effected by the Company on May 7, 1999.
(2) Based on options to purchase 3,890,971 shares of the Company's Common
Stock outstanding as of August 16, 1999 under the Company's 1993 Stock
Purchase and Option Plan. All of such shares are issuable upon the
exercise of outstanding options to purchase the number of shares at the
exercise price listed above. Pursuant to Rule 457(h)(1), the aggregate
offering price and the fee have been computed upon the basis of the
price at which the options may be exercised.
(3) Pursuant to Rule 457(h)(1), the aggregate offering price and the fee
have been computed upon the basis of the price at which the options may
be exercised.
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(4) The price of $6.5625 per share, which is the average of the high and
low prices of the Common Stock of the registrant reported on the Nasdaq
National Market on August 11, 1999, is set forth solely for purposes of
calculating the filing fee pursuant to Rules 457(c) and (h).
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
The documents containing the information specified in this Item 1 will
be sent or given to employees, directors or others as specified by Rule
428(b)(1). In accordance with the rules and regulations of the Securities and
Exchange Commission (the "Commission") and the instructions to Form S-8, such
documents are not being filed with the Commission either as part of this
registration statement or as prospectuses or prospectus supplements pursuant to
Rule 424.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
The documents containing the information specified in this Item 2 will
be sent or given to employees, directors or others as specified by Rule
428(b)(1). In accordance with the rules and regulations of the Commission and
the instructions to Form S-8, such documents are not being filed with the
Commission either as part of this registration statement or as prospectuses or
prospectus supplements pursuant to Rule 424.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by OneSource Information Services, Inc.
(the "Company" or the "Registrant") with the Commission pursuant to the
Securities Act of 1933, as amended (the "Act"), or the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), as noted, are incorporated in this
registration statement by reference as of their respective dates:
(a) The Registrant's Prospectus, as contained within the
Registrant's Registration Statement on Form S-1, as amended,
(SEC File No. 333-73263) filed with the Commission pursuant to
the Act which contains audited financial statements for the
fiscal year ended December 31, 1998 and unaudited financial
statements for the three months ended March 31, 1999 (the "S-1
Registration Statement").
(b) The section entitled "Description of Registrant's Securities
to be Registered" contained in the Registrant's Registration
Statement on Form 8-A, as amended, filed with the Commission
pursuant to Section 12(g) of the Exchange Act on April 22,
1999.
(c) The Registrant's Quarterly Report on Form 10-Q as filed with
the Commission on August 13, 1999.
All documents subsequently filed with the Commission by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all securities offered
herein 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 filing of such documents.
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ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Second Amended and Restated Certificate of Incorporation
generally provides for indemnification of the Company's directors and officers
for liabilities and expenses that they may incur in such capacities, to the
extent allowed under the Delaware General Corporation Law. Reference is made to
the Company's Second Amended and Restated Certificate of Incorporation filed as
Exhibit 3.01 to the Company's S-1 Registration Statement.
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The Underwriting Agreement dated as of May 18, 1999, by and among the
Company, the Underwriters listed on Schedule A thereto (the "UNDERWRITERS") and
the parties listed on Schedules B-1 and B-2 thereto (the "UNDERWRITING
AGREEMENT") provides that the Underwriters are obligated, under certain
circumstances, to indemnify the Company, its directors, its officers who signed
the S-1 Registration Statement and controlling persons of the Company against
certain liabilities, including liabilities under the Securities Act of 1933, as
amended (the "SECURITIES ACT"). Reference is made to the form of Underwriting
Agreement filed as Exhibit 1.01 to the Company's S-1 Registration Statement.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
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<S> <C>
4.1 Specimen Certificate for shares of the Company's Common Stock
(Incorporated by reference to Exhibit 4.01 to the S-1
Registration Statement).
4.2 Description of Capital Stock (contained in the Second Amended and
Restated Certificate of Incorporation of the Company
(Incorporated by reference to Exhibit 3.01 to the S-1
Registration Statement)).
4.3 1993 Stock Purchase and Option Plan (Incorporated by reference to
Exhibit 10.01 to the S-1 Registration Statement).
4.4 1999 Stock Option and Incentive Plan (Incorporated by reference
to Exhibit 10.02 to the S-1 Registration Statement).
4.5 1999 Employee Stock Purchase Plan (Incorporated by reference to
Exhibit 10.03 to the S-1 Registration Statement).
5.1 Opinion of Testa, Hurwitz & Thibeault, LLP.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Testa, Hurwitz & Thibeault, LLP (included in
Exhibit 5.1).
24.1 Power of Attorney (found on the signature page of this
registration statement).
</TABLE>
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
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(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(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.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective 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;
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, 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;
(3) 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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant 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 Registrant 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 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, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Concord, Commonwealth of Massachusetts on this
17th day of August 1999.
ONESOURCE INFORMATION SERVICES, INC.
By: /s/ Daniel J. Schimmel
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Daniel J. Schimmel
Chief Executive Officer and President
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of OneSource Information
Services, Inc., hereby severally constitute and appoint Daniel J. Schimmel and
Roy D. Landon, and each of them singly, our true and lawful attorneys, with full
power to them and each of them singly, to sign for us in our names in the
capacities indicated below, any registration statement on Form S-8, any and all
amendments and exhibits to this registration statement, and any and all
applications and other documents to be filed with the Securities and Exchange
Commission pertaining to the registration of the securities covered hereby or
thereby, and generally to do all things in our names and on our behalf in such
capacities to enable OneSource Information Services, Inc. to comply with the
provisions of the Securities Act of 1933 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(S) DATE
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<S> <C> <C>
/s/ Daniel J. Schimmel Chief Executive Officer, President and Director August 17, 1999
- ------------------------------------ (Principal Executive Officer)
Daniel J. Schimmel
/s/ Roy D. Landon Vice President Finance & Chief Financial August 17, 1999
- ------------------------------------ Officer (Principal Financial and Accounting
Roy D. Landon Officer)
/s/ David Dominik Director August 17, 1999
- ------------------------------------
David Dominik
/s/ Martin Kahn Director August 17, 1999
- ------------------------------------
Martin Kahn
/s/ Gregg S. Newmark Director August 17, 1999
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Gregg S. Newmark
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
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<S> <C>
4.1 Specimen Certificate for shares of the Company's Common Stock
(Incorporated by reference to Exhibit 4.01 to the S-1
Registration Statement).
4.2 Description of Capital Stock (contained in the Second Amended
and Restated Certificate of Incorporation of the Company
(Incorporated by reference to Exhibit 3.01 to the S-1
Registration Statement)).
4.3 1993 Stock Purchase and Option Plan (Incorporated by reference
to Exhibit 10.01 to the S-1 Registration Statement).
4.4 1999 Stock Option and Incentive Plan (Incorporated by
reference to Exhibit 10.02 to the S-1 Registration Statement).
4.5 1999 Employee Stock Purchase Plan (Incorporated by reference
to Exhibit 10.03 to the S-1 Registration Statement).
5.1 Opinion of Testa, Hurwitz & Thibeault, LLP.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Testa, Hurwitz & Thibeault, LLP (included in
Exhibit 5.1).
24.1 Power of Attorney (found on signature page of this
registration statement).
</TABLE>
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Exhibit 5.1
August 17, 1999
OneSource Information Services, Inc.
300 Baker Avenue
Concord, MA 01742
Re: OneSource Information Services, Inc.
Registration Statement on Form S-8
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Ladies and Gentlemen:
We are acting as counsel for OneSource Information Services, Inc., a
Delaware corporation (the "COMPANY"), in connection with the registration on a
Registration Statement on Form S-8 (the "REGISTRATION STATEMENT") under the
Securities Act of 1933, as amended, of the offer and sale of up to 4,790,971
shares of Common Stock, par value $.01 per share, of the Company (the "SHARES")
to be issued upon the exercise of options under the 1993 Stock Purchase and
Option Plan (the "1993 PLAN") and the 1999 Stock Option and Incentive Plan (the
"1999 PLAN") and the purchase of Shares under the 1999 Employee Stock Purchase
Plan (the "PURCHASE PLAN" and, collectively, with the 1993 Plan and the 1999
Plan, the "PLANS") (as described in the Registration Statement) (collectively
the "OPTIONS").
In rendering our opinion, we have examined, and are familiar with, and
have relied as to factual matters solely upon, originals or copies certified, or
otherwise identified to our satisfaction, of such documents, corporate records
or other instruments as we have deemed necessary or appropriate for the purposes
of the opinion set forth herein, including, without limitation, (a) the Plans,
(b) the Company's Second Amended and Restated Certificate of Incorporation (c)
the Company's Second Amended and Restated By-laws, (d) a specimen of the form of
Certificate evidencing the Shares and (e) the minute books and stock records of
the Company.
We are members only of the bar of the Commonwealth of Massachusetts and
are not experts in, and express no opinion regarding, the laws of any
jurisdiction other than the Commonwealth of Massachusetts, the United States of
America and the Delaware General Corporation Law.
Based upon and subject to the foregoing, we are of the opinion that the
Shares are duly authorized and, when issued and delivered pursuant to the terms
of the Options against receipt by the Company of the consideration therefor as
provided therein, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ Testa, Hurwitz & Thibeault, LLP
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TESTA, HURWITZ & THIBEAULT, LLP
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 26, 1999, except for Note 6,
as to which the date is April 13, 1999, relating to the consolidated financial
statements and financial statement schedules for the year ended December 31,
1998 of OneSource Information Services, Inc., which appears in OneSource
Information Services, Inc.'s Registration Statement on Form S-1 (No. 333-73263),
as amended, as filed with the Securities and Exchange Commission on March 3,
1999.
/s/ Pricewaterhouse Coopers LLP
Boston, Massachusetts
August 17, 1999
