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):
May 9, 2002
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 2. Acquisition or Disposition of Assets.
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On May 3, 2002, MicroPatent LLC, a Delaware limited liability company
("MicroPatent") and a wholly-owned subsidiary of Information Holdings Inc., a
Delaware corporation ("IHI"), entered into an Asset Purchase Agreement (the
"Asset Purchase Agreement"). Pursuant to the Asset Purchase Agreement,
MicroPatent acquired substantially all of the assets of Aurigin Systems, Inc., a
California corporation ("Aurigin"), for cash consideration of approximately
$12,449,000. The sale was effectuated pursuant to a sale order (the "Sale
Order") entered on May 3, 2002 by the United States Bankruptcy Court for the
Northern District of California (the "Bankruptcy Court") as part of Aurigin's
proceedings under Chapter 11 of Title 11 of the United States Code (the
"Bankruptcy Code"). The Sale Order authorized the sale of substantially all of
the assets of Aurigin to MicroPatent free and clear of all liens, interests,
mortgages, and claims pursuant to section 363 of the Bankruptcy Code, except for
certain liabilities and obligations assumed by MicroPatent as part of the
purchase price. In addition to the cash purchase price paid to Aurigin and the
assumption of certain of its liabilities, MicroPatent also paid an aggregate of
approximately $1,600,000 of cure costs to Aurigin employees and to other third
parties in connection with its assumption of certain of Aurigin's executory
contracts and unexpired leases pursuant to the terms of the Asset Purchase
Agreement. The consideration paid was the result of an auction conducted by the
Bankruptcy Court in which MicroPatent emerged as the highest and otherwise best
bidder. The acquisition closed on May 9, 2002. The description of the Asset
Purchase Agreement is qualified in its entirety by reference to the Asset
Purchase Agreement, which is filed as an exhibit hereto and incorporated herein
by reference. The acquisition consideration was funded with the working capital
of IHI.
The assets of Aurigin consist primarily of intellectual property (including
patents), other intangible assets, accounts receivable, personal property,
inventory, prepaid expenses and equipment. Aurigin provides intellectual
property management systems, which are used primarily by corporations to search,
analyze, annotate and group patent information, as well as proprietary data.
Aurigin was integrated with the MicroPatent unit of IHI's Intellectual Property
Group. IHI intends to use the assets of Aurigin's business substantially as
previously used.
On May 6, 2002, IHI issued a press release relating to the acquisition, a
copy of which is filed as an exhibit hereto and incorporated herein by
reference.
Item 7. Financial Statement and Exhibits.
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(a) Because Aurigin meets the materiality tests for significance under Rule
3-05 of Regulation S-X under the income test of Rule 1-02(w) of Regulation S-X,
IHI is required to furnish audited financial statements for Aurigin for the year
ended December 31, 2001. IHI is unable to comply with its undertaking to file
the financial statements required by this item by amendment not later than 60
days after the date of the initial report of Form 8-K. No audited financial
statements for Aurigin for the year ended December 31, 2001 are available, and
IHI does not believe it has the ability to obtain them.
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(b) For the reasons set forth in (a) above, IHI is unable to comply with
its undertaking to file the pro forma financial information required by this
item by amendment not later than 60 days after the date of the initial report on
Form 8-K.
(c) Exhibits
2.1 Asset Purchase Agreement, dated as of May 3, 2002, by and among Aurigin
and MicroPatent.
99.1 Press Release issued by IHI on May 6, 2002.
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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.
Date: October 8, 2002
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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