Registration No. 333-69195 ---------------------------------------------------------------------- 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) 1998 IMS Health Incorporated Non-Employee Directors' Stock Incentive Plan 1998 IMS Health Incorporated Non-Employee Directors' Deferred Compensation Plan 1998 IMS Health Incorporated Employees' Stock Incentive 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 Offering Aggregate Amount of Title of Securities Amount to be Price Per Offering Price Registration to be Registered Registered Share(b) (b) Fee (b) Common Stock, $0.01 par 13,130,000(c) value per share(d) Options to Purchase Common 1,313,000 Stock(e) (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 December 18, 1998 (File Number 333-69195), covered 13,130,000 shares of Common Stock, $0.01 par value per share and 1,313,000 options to purchase Common Stock. Pursuant to Rule 416(b)under the Securities Act of 1933, as amended (th "Act"), the number of shares of Common Stock covered by this registration statement also include 13,130,000 additional shares of Common Stock and the number of options covered by this registration statement include 1,313,000 additional options, represented by the 2-for-1 stock split that will be effected on January 15, 1999. (b) As the shares and options 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: 1998 IMS Health Incorporated Non-Employee Directors' Stock Incentive Plan - 80,000 shares, 1998 IMS Health Incoporated Non-Employee Directors' Deferred Compensation Plan - 50,000 shares, 1998 IMS Health Incoporated Employees' Stock Incentive Plan - 13,000 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. (e) Issuable pursuant to the Employees' Stock Incentive 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 (principal executive January 12, 1999 Robert E. Weissman officer) and Director Victoria R. Fash President, Chief Operating *------------------------ Officer and Director January 12, 1999 Victoria R. Fash J. Michal Conaway Chief Financial Officer *------------------------ January 12, 1999 J. Michal Conaway James C. Malone Senior Vice President and *------------------------ Controller (principal January 12, 1999 James C. Malone 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