SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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):
December 27, 2001
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 (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
2777 Summer Street, Suite 209, Stamford, CT 06905
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(Address of principal executive offices) (Zip Code)
(203) 961-9106
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(Registrant's telephone number, including area code)
Item 5. Other Events.
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Information Holdings Inc. announced on December 28, 2001 that the
anticipated merger of Fluid Acquisition Corp., a wholly owned subsidiary of
Information Holdings Inc. (NYSE: IHI), with and into Liquent, Inc. became
effective on December 27, 2001. As a result of the merger, Liquent, Inc.
(NASDAQ: LQNT) has become a wholly owned subsidiary of Information Holdings Inc.
Because Fluid Acquisition Corp. previously had acquired more than 90% of
the common stock of Liquent, Inc. pursuant to a cash tender offer completed on
December 19, 2001, the merger was effected without a meeting of the stockholders
of Liquent, Inc. Upon the effectiveness of the merger, each outstanding share of
common stock of Liquent, Inc. was converted, subject to appraisal rights, into
the right to receive $2.27 in cash, without interest.
A notice of the merger, as well as a letter of transmittal to be used by
the holders of common stock of Liquent, Inc. in exchanging their shares for the
merger consideration, will be mailed promptly by EquiServe Trust Company, NA,
the depositary for the merger.
Information Holdings Inc. also announced on December 28, 2001 that, as a
result of the merger, Nasdaq will delist the common stock of Liquent, Inc. and
Liquent, Inc. will apply to the Securities and Exchange Commission to deregister
the common stock under the federal securities laws.
A copy of the press release issued by Information Holdings Inc. on December
28, 2001 is included as an exhibit to this filing and is incorporated herein by
reference.
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Item 7. Financial Statement and Exhibits.
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(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits:
99.1 Press Release dated December 28, 2001.
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SIGNATURE
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 thereunto duly authorized.
INFORMATION HOLDINGS INC.
(Registrant)
Date: December 28, 2001
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 Description
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99.1 Press Release dated December 28, 2001.