<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 27, 2000
REGISTRATION NO. 333-
================================================================================
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)
--------------------
1999 STOCK OPTION AND INCENTIVE PLAN
(Full Title of the Plan)
--------------------
DANIEL J. SCHIMMEL
PRESIDENT AND CHIEF EXECUTIVE OFFICER
ONESOURCE INFORMATION SERVICES, INC.
300 BAKER AVENUE
CONCORD, MASSACHUSETTS 01742
(Name and Address of Agent For Service)
(978) 318-4300
(Telephone Number, Including Area Code, of Agent For Service)
------------------------------
COPY TO:
KATHY A. FIELDS, ESQ.
TESTA, HURWITZ & THIBEAULT, LLP
125 HIGH STREET
BOSTON, MASSACHUSETTS 02110
(617) 248-7000
--------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED
MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE PRICE REGISTRATION FEE
------------------- ------------ -------------- ------------------ ----------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value 1,000,000 $7.3125(1) $7,312,500(1) $1,930.50(2)
</TABLE>
(1) The exercise price of options issued pursuant to the 1999 Stock Option
and Incentive Plan is determined at the time of grant. None of the shares being
registered hereunder are subject to outstanding options. Accordingly, the
proposed maximum offering price of $7.3125 per share, which is the average of
the high and low prices of the Common Stock as reported on the Nasdaq National
Market System on June 20, 2000, is set forth solely for purposes of calculating
the filing fee pursuant to Rules 457(c) and (h).
(2) Calculated pursuant to Section 6(b) of the Securities Act of 1933, as
amended.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
This Registration Statement registers additional securities of the same
class as other securities for which Registration Statement No. 333-85363 on Form
S-8 as filed with the Securities and Exchange Commission on August 17, 1999,
relating to the 1999 Stock Option and Incentive Plan is effective. Pursuant to
General Instruction E, the contents of the above-listed Registration Statement
are hereby incorporated by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Pursuant to General Instruction E, the information contained in Items 4
through 7 and Item 9 of Part II of the Registration Statement No. 333-85363 on
Form S-8, as it pertains to the 1999 Stock Option and Incentive Plan is
incorporated by reference herein.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by OneSource Information Services, Inc.
(the "Registrant") with the Commission pursuant to the Securities Exchange Act
of 1934 (the "Exchange Act"), are incorporated in this Registration Statement by
reference as of their respective dates:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999 filed pursuant to the Exchange Act which contains
audited financial statements for the fiscal year ended December 31, 1999.
(b) the Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 2000 filed pursuant to the Exchange Act;
(c) 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 pursuant to Section 12(g) of the Exchange Act on April 22, 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.
<PAGE> 3
ITEM 8. EXHIBITS.
EXHIBIT NO. DESCRIPTION OF EXHIBIT
4.1 1999 Stock Option and Incentive Plan of the Registrant, as
amended
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 (included as part of the signature page to
this Registration Statement)
<PAGE> 4
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-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, State of Massachusetts, on the 27 day of
June, 2000.
ONESOURCE INFORMATION SERVICES, INC.
By: /s/ Daniel J. Schimmel
----------------------------------
Daniel J. Schimmel
President and Chief Executive Officer
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
--------- -------- ----
<S> <C> <C>
/s/ Daniel J. Schimmel Chief Executive Officer, President June 27, 2000
----------------------------- and Director
Daniel J. Schimmel (Principal Executive Officer)
/s/ Roy D. Landon Senior Vice President June 27, 2000
------------------------------------ and Chief Financial Officer
Roy D. Landon (Principal Financing and Accounting
Officer)
/s/ David Dominik Director June 27, 2000
------------------------------------
David Dominik
/s/ Martin Kahn Chairman June 27, 2000
------------------------------------
Martin Kahn
/s/ Gregg S. Newmark Director June 27, 2000
------------------------------------
Gregg S. Newmark
</TABLE>
<PAGE> 5
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
4.1 1999 Stock Option and Incentive Plan, as amended.
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 (included as part of the signature page of
this Registration Statement)
