As filed with the Securities and Exchange
Commission on July 14, 2003
Registration No. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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IMS Health Incorporated
(Exact Name of Registrant as Specified in its Charter)
Delaware 06-1506026
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
1499 Post Road
Fairfield, Connecticut 06824
(Address of Principal Executive Offices) (Zip Code)
1998 IMS Health Incorporated Non-Employee Directors' Stock Incentive Plan
(Full Title of the Plan)
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Robert H. Steinfeld, Esq.
Senior Vice President, General Counsel and Secretary
IMS Health Incorporated
1499 Post Road
Fairfield, Connecticut 06824
(Name and Address of Agent For Service)
(203) 319-4700
(Telephone Number, Including Area Code, of Agent for Service)
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Copy to Bonnie J. Roe, Esq.
Day, Berry & Howard LLP
One Canterbury Green
Stamford, Connecticut 06901
(203) 977-7300
CALCULATION OF REGISTRATION FEE
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Title Of Securities Amount To Be Registered Proposed Maximum Proposed Maximum Amount Of
To Be Registered Offering Price Per Aggregate Registration Fee (1)
Share (1) Offering Price (1)
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Common Stock, 523,458 shares $18.33 $9,594,985.14 $776.23
par value $.01 per
share
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(1) Pursuant to Rule 457(h) under the Securities Act of 1933, the proposed
maximum offering price per share, the proposed maximum aggregate offering price
and the amount of the registration fee have been computed on the basis of the
average high and low price per share of Common Stock as reported on the New York
Stock Exchange on July 9, 2003.
This Registration Statement on Form S-8 is filed for the purpose of
registering an additional 523,458 shares of common stock, par value $.01 per
share (the "Common Stock"), of IMS Health Incorporated (the "Company") issuable
pursuant to the Company's 1998 Non-Employee Directors' Stock Incentive Plan (the
"Plan"), as amended and restated as of May 2, 2003. The Company has previously
registered an aggregate of 386,504 shares of its Common Stock (after giving
effect to stock splits) issuable under the Plan pursuant to the following
registration statements (including a post-effective amendment to a registration
statement) on Form S-8 (collectively, the "Prior Registration Statements"):
(a) Registration Statement No. 333-69195, filed with the Securities
and Exchange Commission (the "Commission") on December 18, 1998 (the "Initial
Registration Statement");
(b) Post-Effective Registration Statement No. 1 to the Initial
Registration Statement, filed with the Commission on January 14, 1999; and
(c) Registration Statement No. 333-53712, filed with the Commission
on January 16, 2001.
Pursuant to General Instruction E of Form S-8, the Prior Registration Statements
are hereby incorporated by reference in this Registration Statement.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3 Incorporation of Documents by Reference
The following documents previously filed with the Commission by the
Company are incorporated by reference in this Registration Statement:
(a) The Prior Registration Statements;
(b) The Company's Annual Report on Form 10-K, filed with the Commission
on March 14, 2003; its Current Report on Form 8-K, filed with the Commission on
April 16, 2003; its Quarterly Report on Form 10-Q, filed with the Commission on
May 7, 2003; its Current Report on Form 8-K, filed with the Commission on May 8,
2003; and its Current Report on Form 8-K, filed with the Commission on June 23,
2003; and
(c) The description of the Common Stock contained in the Company's Form
10-A/2 filed on June 17, 1998.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 prior to the
filing of a post-effective amendment which indicates that all shares of Common
Stock offered have been sold, or which deregisters all shares of Common Stock
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. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is
incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 8 Exhibits
The following exhibits are incorporated herein by reference as
indicated or filed herewith.
Exhibit Number Description of Exhibits
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4.1 Restated Certificate of Incorporation of IMS Health
Incorporated, dated May 29, 1998 (incorporated by reference
to Exhibit 3.1 to the Company's Registration Statement on
Form 10, filed on June 12, 1998).
4.2 Certificate of Amendment of Restated Certificate of
Incorporation of IMS Health Incorporated, dated March 22,
1999 (incorporated by reference to Exhibit 3.2 to the
Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1999, filed on May 17, 1999).
4.3 Amended and Restated By-laws of IMS Health Incorporated
(incorporated by reference to Exhibit 3.2 to the Company's
Registration Statement on Form 10, filed on June 12, 1998).
4.4 Rights Agreement, dated as of June 15, 1998, between IMS
Health Incorporated and First Chicago Trust Company of New
York (incorporated by reference to Exhibit 10.20 to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1998, filed on March 1, 1999).
4.5 Amendment No. 1 to the Rights Agreement, dated as of March
28, 2000, between IMS Health Incorporated and First Chicago
Trust Company of New York (incorporated by reference to
Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q
for the quarter ended March 31, 2000, filed on May 15,
2000).
4.6 Amendment No. 2 to the Rights Agreement, dated as of July
18, 2000, between IMS Health Incorporated and First Chicago
Trust Company of New York (incorporated by reference to
Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q
for the quarter ended September 30, 2000, filed on November
13, 2000).
4.7 Note Purchase Agreement, dated as of January 15, 2003,
between IMS Health Incorporated and each purchaser party
thereto relating to the issuance and sale of $150,000,000
aggregate principal amount of 4.60% Senior Notes due 2008
(incorporated by reference to the Company's Annual Report on
Form 10-K for the year ended December 31, 2002, filed on
March 14, 2003).
5 Opinion of Day, Berry & Howard LLP as to the validity of the
securities registered hereby, including consent of such
counsel.
10.1 1998 IMS Health Incorporated Non-Employee Directors' Stock
Incentive Plan, as amended and restated as of May 2, 2003.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Day, Berry & Howard LLP (See Exhibit 5).
24 Power of attorney (see signature page).
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 Town of Fairfield, State of Connecticut, on July 14, 2003.
IMS HEALTH INCORPORATED
By: /s/ David M. Thomas
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Name: David M. Thomas
Title: Chairman and Chief
Executive Officer
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 date indicated. Each person whose signature appears below
hereby constitutes David M. Thomas and Robert H. Steinfeld and each of them
singly, such person's true and lawful attorneys, with full power to them and
each of them to sign for such person and in such person's name and capacity
indicated below any and all amendments to this Registration Statement, hereby
ratifying and confirming such person's signature as it may be signed by said
attorneys to any and all such amendments.
Signature Title Date
--------- ----- ----
/s/ David M. Thomas Chairman, Chief Executive Officer July 14, 2003
-------------------- and Director
David M. Thomas
/s/ Nancy E. Cooper Senior Vice President July 14, 2003
------------------- and Chief Financial Officer
Nancy E. Cooper
/s/ Leslye G. Katz Vice President and Controller July 14, 2003
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Leslye G. Katz
/s/ Constantine L. Clemente Director July 14, 2003
---------------------------
Constantine L. Clemente
/s/ James D. Edwards Director July 14, 2003
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James D. Edwards
/s/ Kathryn E. Giusti Director July 14, 2003
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Kathryn E. Giusti
/s/ John P. Imlay, Jr. Director July 14, 2003
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John P. Imlay, Jr.
/s/ Robert J. Kamerschen Director July 14, 2003
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Robert J. Kamerschen
/s/ H. Eugene Lockhart Director July 14, 2003
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H. Eugene Lockhart
/s/ M. Bernard Puckett Director July 14, 2003
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M. Bernard Puckett
/s/ William C. Van Faasen Director July 14, 2003
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William C. Van Faasen
INDEX OF EXHIBITS
Exhibit Number Description of Exhibits
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4.1 Restated Certificate of Incorporation of IMS Health
Incorporated, dated May 29, 1998 (incorporated by reference
to Exhibit 3.1 to the Company's Registration Statement on
Form 10, filed on June 12, 1998).
4.2 Certificate of Amendment of Restated Certificate of
Incorporation of IMS Health Incorporated, dated March 22,
1999 (incorporated by reference to Exhibit 3.2 to the
Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1999, filed on May 17, 1999).
4.3 Amended and Restated By-laws of IMS Health Incorporated
(incorporated by reference to Exhibit 3.2 to the Company's
Registration Statement on Form 10, filed on June 12, 1998).
4.4 Rights Agreement, dated as of June 15, 1998, between IMS
Health Incorporated and First Chicago Trust Company of New
York (incorporated by reference to Exhibit 10.20 to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1998, filed on March 1, 1999).
4.5 Amendment No. 1 to the Rights Agreement, dated as of March
28, 2000, between IMS Health Incorporated and First Chicago
Trust Company of New York (incorporated by reference to
Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q
for the quarter ended March 31, 2000, filed on May 15,
2000).
4.6 Amendment No. 2 to the Rights Agreement, dated as of July
18, 2000, between IMS Health Incorporated and First Chicago
Trust Company of New York (incorporated by reference to
Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q
for the quarter ended September 30, 2000, filed on November
13, 2000).
4.7 Note Purchase Agreement, dated as of January 15, 2003,
between IMS Health Incorporated and each purchaser party
thereto relating to the issuance and sale of $150,000,000
aggregate principal amount of 4.60% Senior Notes due 2008
(incorporated by reference to the Company's Annual Report on
Form 10-K for the year ended December 31, 2002, filed on
March 14, 2003).
5 Opinion of Day, Berry & Howard LLP as to the validity of the
securities registered hereby, including consent of such
counsel.
10.1 1998 IMS Health Incorporated Non-Employee Directors' Stock
Incentive Plan, as amended and restated as of May 2, 2003.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Day, Berry & Howard LLP (See Exhibit 5).
24 Power of attorney (see signature page).