Post-effective Amendment to an Automatic Shelf Registration of Form S-3asr or Form F-3asr (posasr)
03 Oktober 2016 - 2:32PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on October 3, 2016
Registration No. 333-203836
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post-Effective Amendment No. 1
to
FORM S-3
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)
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)
Approximate date of commencement of proposed sale to the public:
Not applicable. Removal from registration of securities that were not sold pursuant to
this registration statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans,
please check the following box:
¨
If any of the securities being registered on this Form are
to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box:
x
If this Form is filed to register
additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering.
¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
¨
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing
with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.
x
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or
additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.
¨
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
DEREGISTRATION OF SECURITIES
IMS Health Holdings, Inc., a Delaware corporation (the
Registrant
), is filing this Post-Effective Amendment No. 1 to
deregister certain securities originally registered pursuant to the Registration Statement on Form S-3 filed on May 4, 2015 (file no. 333-203836) (the
Registration Statement
) by the Registrant with respect to an
indeterminate number of shares of common stock (par value $0.01) and shares of undesignated preferred stock.
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, 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. In connection with the Merger, the offerings pursuant to the Registration Statement have been
terminated. The Registrant hereby removes from registration any of the securities of the Registrant registered under the Registration Statement that remain unsold under the Registration Statement as of the filing date of this Post-Effective
Amendment No. 1.
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 on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Westlake Village, State of California, 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
No. 1 to Form S-3 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:
John G. Danhakl, Sharad S. Mansukani, M.D., Ronald A. Rittenmeyer, Todd B. Sisitsky, Bryan
M. Taylor, Karen L. Katten, James A. Fasano
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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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