UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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) November 9, 2004
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IMS HEALTH INCORPORATED
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
001-14049 06-1506026
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(Commission File Number) (IRS Employer Identification No.)
1499 Post Road, Fairfield, Connecticut 06824
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(Address of Principal Executive Offices) (Zip Code)
(203) 319-4700
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(Registrant's Telephone Number, Including Area Code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
On November 9, 2004, the Board of Directors of IMS Health
Incorporated ("IMS" or the "Company") approved a transition plan
under which David R. Carlucci has been appointed to the position
of Chief Executive Officer and President, effective January 1,
2005. Mr. Carlucci currently serves as President and Chief
Operating Officer of the Company. The Board has also approved the
appointment of David M. Thomas, the Company's current Chairman
and Chief Executive Officer, to the position of Executive
Chairman of the Board of Directors, effective January 1, 2005.
Under the transition plan, Mr. Thomas will step down as Chief
Executive Officer at January 1, 2005 and will remain Executive
Chairman through March 31, 2006. A copy of the press release
announcing the appointments is being furnished as Exhibit 99.1 to
this Current Report on Form 8-K.
Mr. Carlucci, age 50, was appointed President and Chief
Operating Officer in October 2002. Before joining IMS, Mr.
Carlucci was General Manager, IBM Americas, which comprises
all of IBM's sales and distribution operations in the U.S.,
Canada and Latin America, from January 2000 until January
2002. Prior to that, Mr. Carlucci held roles of increasing
responsibility at IBM, including General Manager, IBM's
S/390 Division from January 1998 to January 2000; Chief
Information Officer from February 1997 to January 1998;
General Manager, IBM Printing Systems Company from July 1995
to January 1997; Vice President, systems, industries and
services, Asia Pacific from January 1993 to July 1995; and
Vice President, marketing and channel management, IBM
Personal Computer Company -- North America from February
1990 to December 1992. He joined IBM in 1976 as a Sales
Representative.
Mr. Thomas, age 55, has served as a Director and as Chairman and
Chief Executive Officer of IMS since November 2000. From November
2000 until October 2002, Mr. Thomas also served as President of
IMS. Prior to joining IMS, Mr. Thomas was Senior Vice
President/Group Executive, Personal Systems Group of IBM from
January 1998 until September 2000. He held the position of
General Manager of Global Industries of IBM from January 1996
until January 1998 and General Manager of IBM North America from
October 1995 until January 1996. Mr. Thomas is also a director of
the following public companies: Fortune Brands, Inc., The
TriZetto Group, Inc. and Interpublic Group of Companies, Inc.
On November 9, 2004, the Board of Directors of the Company also
increased the size of the Company's Board from nine to ten
members and elected Mr. Carlucci to fill the newly created
vacancy, both effective January 1, 2005. Mr. Carlucci has not
been appointed to any committee of the Board.
The current employment agreement between Mr. Carlucci and the
Company and the current employment agreement between Mr. Thomas
and the Company are described in the Company's proxy statement
filed with the Commission on March 23, 2004 (incorporated by
reference in the Company's Annual Report on Form 10-K for the
year ended December 31, 2003). Such descriptions are incorporated
by reference herein. Those agreements remain in effect, but the
Company's Board of Directors has tentatively approved changes in
the compensation of these executive officers, effective January
1, 2005, as follows: Mr. Carlucci's salary will increase to
$730,000 per year, with a target annual incentive equal to such
annual salary and an annual opportunity to earn performance
restricted stock (units) equal to the annual incentive, and he
will be granted (i) 38,000 restricted stock units vesting in
equal annual installments over three years and (ii) stock options
to purchase 115,000 shares of Company stock vesting in equal
annual installments over three years. Mr. Thomas's salary will
increase to $880,000 per year, with target annual incentive equal
to such salary; he will cease participating in the Company's
performance restricted stock (units) program in 2005, pursuant to
which he previously had a target award of $850,000; he will cease
participating in the Company's stock option program in 2005; the
vesting of 283,334 options and 38,417 restricted stock units now
scheduled to vest after March 31, 2006 will be accelerated to
March 31, 2006; he will be granted 45,833 restricted stock
units that will vest as to 33,333 units on January 1, 2006 and
12,500 units on March 31, 2006; and upon his retirement the
Company will transfer to him title to his Company-provided
automobile.
The appointments and changes to the employment agreements
described above are subject to the agreement of the Company and
each of the individual executive officers on appropriate
modifications to his employment agreement, including the approval
by the Board of Directors of the final terms of such modified
employment agreements.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
None
(b) Pro Forma Financial Information.
None
(c) Exhibits.
The following exhibit is furnished as part of this report:
Exhibit Number Description
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99.1 Press Release dated November 9, 2004.
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.
IMS HEALTH INCORPORATED
By: /s/ Robert H. Steinfeld
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Name: Robert H. Steinfeld
Title: Senior Vice President,
General Counsel and
Corporate Secretary
Date: November 15, 2004
EXHIBIT INDEX
Exhibit Number Description
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99.1 Press Release dated November 9, 2004.