Registration No. 333-58361 - ------------------------------------------------------------------------------ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------ POST EFFECTIVE AMENDMENT #1 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------ IMS HEALTH INCORPORATED (Exact name of Registrant as specified in its charter) Delaware 06-1506026 (State or other jurisdiction of (I.R.S. Employer Identification incorporation or organization) Number) 200 Nyala Farms Westport, CT 06880 (Address, including zip code, of Registrant's principal executive office) Replacement Plan for Certain Employees Holding Cognizant Corporation Equity-Based Awards Replacement Plan for Certain Non-Employee Directors Holding Cognizant Corporation Equity-Based Awards Replacement Plan for Certain Individuals Holding Cognizant Corporation Stock Options Employee Stock Purchase Plan Savings Plan (Full title of the Plans) ---------------- Kenneth S. Siegel Senior Vice President, General Counsel and Secretary IMS Health Incorporated 200 Nyala Farms Westport, CT 06880 (203) 222-4200 (Name, address, including zip code, and telephone number, including area code, of Registrant's agent for service) Copies to: Joel S. Hoffman, Esq. Simpson Thacher & Bartlett 425 Lexington Avenue New York, New York 10017-3954 (212) 455-2000 ---------------- CALCULATION OF REGISTRATION FEE Proposed Proposed Maximum Maximum Title of Amount to Offering Aggregate Amount of Securities to be be Price Per Offering Price Registration Registered Registered(a) Share(b) (b) Fee (b) Common Stock, 22,925,000 $0.01 par value per share(c)(d) (a) Subject to adjustment to prevent dilution resulting from 2-for-1 stock split. This registration statement, as originally filed with the Securities and Exchange Commission on July 1, 1998 (File Number 333-58361), covered 22,925,000 shares of Common Stock, $0.01 par value per share ("Common Stock"). Pursuant to Rule 416(b) under the Securities Act of 1933, as amended (the "Act"), the number of shares of Common Stock covered by this registration statement also includes the 22,925,000 additional shares of Common Stock represented by the 2-for-1 stock split that will be effected on January 15, 1999. (b) As the shares reflected in this table are deemed to be covered by a previously filed registration statement pursuant to Rule 416 of the Act, no additional registration fee is payable. (c) The shares are issuable pursuant to the respective plans as follows: Replacement Plan for Certain Employees Holding Cognizant Corporation Equity-Based Awards - 20,000,000 shares, Replacement Plan for Certain Non-Employee Directors Holding Cognizant Corporation Equity-Based Awards -75,000 shares, Replacement Plan for Certain Individuals Holding Cognizant Corporation Stock Options - 750,000 shares, Employee Stock Purchase Plan -1,500,000 shares and Savings Plan - 600,000 shares. (d) Includes Preferred Share Purchase Rights which, prior to the occurrence of certain events will not be exercisable or evidenced separately from the Common Stock. In addition, pursuant to 416(c) under the Securities Act of 1933, as amended, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee Savings Plan. 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 Westport, State of Connecticut, on this 12th day of January, 1999. IMS Health Incorporated (Registrant) By /s/Kenneth S. Siegel --------------------------------- Kenneth S. Siegel Senior Vice President, General Counsel & Secretary Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated. Signature Title Date * Robert E. Weissman Chairman, Chief - ------------------------------- Executive Officer Robert E. Weissman (principal executive officer) January 12, 1999 and Director * Victoria R. Fash President, Chief - ------------------------------- Operating Officer Victoria R. Fash (principal financial January 12, 1999 officer) and Director * James C. Malone Senior Vice - ------------------------------- President and James C. Malone Controller (principal January 12, 1999 accounting officer) * Clifford L. Alexander, Jr. Director January 12, 1999 - ------------------------------- Clifford L. Alexander, Jr. * John P. Imlay, Jr. Director January 12, 1999 - ------------------------------- John P. Imlay, Jr. * Robert Kamerschen Director January 12 1999 - ------------------------------- Robert Kamerschen * Robert J. Lanigan Director January 12, 1999 - ------------------------------- Robert J. Lanigan * H. Eugene Lockhart Director January 12, 1999 - ------------------------------- H. Eugene Lockhart * M. Bernard Puckett Director January 12, 1999 - ------------------------------- M. Bernard Puckett * William C. Van Fassen Director January 12, 1999 - ------------------------------- William C. Van Fassen By /s/Kenneth S. Siegel January 12, 1999 ----------------------------- Attorney-in-Fact Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the employee benefit plan) have duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Westport, State of Connecticut, on the 12th day of January, 1999. IMS HEALTH INCORPORATED SAVINGS PLAN By: /s/ Kenneth S. Siegel ---------------------------- Name: Kenneth S. Siegel Title: Senior Vice President, General Counsel & Secretary