Post-effective Amendment to an S-8 Filing (s-8 Pos)
2016年10月3日 - 9:30PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on October 3, 2016
Registration No. 333-195143
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post-Effective Amendment No. 1
to
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
IMS HEALTH HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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27-1335689
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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83 Wooster Heights Road
Danbury, CT 06810
(203)
448-4600
(Address of Principal Executive Offices) (ZIP Code)
HEALTHCARE TECHNOLOGY HOLDINGS, INC. 2010 EQUITY INCENTIVE PLAN
IMS HEALTH HOLDINGS, INC. 2014 INCENTIVE AND STOCK AWARD PLAN
IMS HEALTH INCORPORATED DEFINED CONTRIBUTION EXECUTIVE RETIREMENT PLAN
(Full Title of The Plans)
Ari Bousbib
Chairman,
Chief Executive Officer & President
IMS Health Holdings, Inc.
83 Wooster Heights Road
Danbury, CT 06810
(203)448-4600
(Name,
address and telephone number of agent for service)
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting
company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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EXPLANATORY NOTE
IMS Health Holdings, Inc., a Delaware corporation (the
Registrant
), is filing this post-effective amendment to
deregister certain securities originally registered pursuant to the Registration Statement on Form S-8 filed on April 9, 2014
(file no. 333-176155)
with respect to shares of the
Registrants Common Stock, par value $0.01 (the
Common Stock
). These shares were registered for offer or sale pursuant to (i) Healthcare Technology Holdings, Inc. 2010 Equity Incentive Plan, (ii) IMS Health
Holdings, Inc. 2014 Incentive and Stock Award Plan and (iii) IMS Health Incorporated Defined Contribution Executive Retirement Plan (collectively, the
Plans
). A total of 49,370,150 shares were registered for
issuance under the Plans.
On May 3, 2016, Quintiles Transnational Holdings Inc., a North Carolina corporation
(
Quintiles
), and the Registrant entered into an Agreement and Plan of Merger (the
Merger Agreement
). Pursuant to the Merger Agreement, the Registrant will merge with and into Quintiles, with
Quintiles continuing as the surviving corporation (the
Surviving Corporation
), and the separate corporate existence of the Registrant will cease (the
Merger
). Immediately prior to the completion of
the Merger, Quintiles will convert to a Delaware corporation. Pursuant to the Merger Agreement, Quintiles, as the Surviving Corporation, will assume the obligations of the Registrant under the Plans. Consequently, no future awards will be made under
the Plans. As a result of the transactions contemplated by the Merger, the Registrant has terminated all offerings of the Registrants Common Stock pursuant to the Registration Statement and hereby removes and withdraws from registration all
securities registered pursuant to the Registration Statement that remain unsold as of the date hereof.
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 of the requirements for filing this Post-Effective Amendment to Form S-8 and has duly caused this
Post-Effective
Amendment to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Danbury, State of Connecticut, on the 3
rd
day of October, 2016.
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IMS HEALTH HOLDINGS, INC.
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By:
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/s/ Ari Bousbib
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Ari Bousbib
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Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment to
Form S-8 has been signed below by the following persons in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ Ari Bousbib
Ari Bousbib
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Chairman of the Board of Directors,
Chief Executive Officer & President
(Principal Executive Officer)
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October 3, 2016
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/s/ Ronald E. Bruehlman
Ronald E. Bruehlman
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Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
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October 3, 2016
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/s/ Harshan Bhangdia
Harshan Bhangdia
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Vice President and Controller
(Principal Accounting Officer)
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October 3, 2016
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A majority of the Board of Directors:
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John G. Danhakl, Sharad S. Mansukani, M.D., Ronald A. Rittenmeyer, Todd B.
Sisitsky, Bryan M. Taylor
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/s/ Ari Bousbib
Ari Bousbib
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As Attorney-in-Fact
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October 3, 2016
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IMS HEALTH HOLDINGS, INC. (NYSE:IMS)
過去 株価チャート
から 4 2024 まで 5 2024
IMS HEALTH HOLDINGS, INC. (NYSE:IMS)
過去 株価チャート
から 5 2023 まで 5 2024