- Amended Annual Report (10-K/A)
July 31 2009 - 4:32PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
(Mark One)
x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended November 30, 2008
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OR
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from
to
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Commission file number 001-32511
IHS INC.
(Exact name of registrant as
specified in its charter)
Delaware
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13-3769440
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(State or Other
Jurisdiction of
Incorporation or Organization)
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(IRS Employer
Identification No.)
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15 Inverness Way East
Englewood, CO 80112
(Address of Principal
Executive Offices)
(303) 790-0600
(Registrants telephone
number, including area code)
Securities registered
pursuant to Section 12(b) of the Act:
Title of each class
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Name of each exchange on which
registered
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Class A Common Stock,
$0.01 par value per share
Series A junior participating preferred stock purchase rights
(attached to the Class A Common Stock)
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New York Stock Exchange
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Securities registered
pursuant to Section 12(g) of the Act:
None.
Indicate by check mark if the
registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act.
x
YES
o
NO
Indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 or
15(d) of the Act.
o
YES
x
NO
Indicate by check mark
whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
x
YES
o
NO
Indicate by check mark if
disclosure of delinquent filer pursuant to Item 405 of Regulation S-K
is not contained herein, and will not be contained, to the best of the
registrants knowledge, in definitive proxy or information statements incorporated
by reference in Part III of the Form 10-K or any amendment to the
Form 10-K.
x
Indicate by check mark
whether the registrant has submitted electronically and posted on its corporate
Web site, if any, every Interactive Data File required to be submitted and
posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter)
during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files) .
o
YES
o
NO
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 definition of "large accelerated filer,"
"accelerated filer," and "smaller reporting company" in
Rule 12b-2 of the Exchange Act.
Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting
company)
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Indicate by check mark
whether the registrant is a shell company (as defined in Rule 12b-2 of the
Act).
o
YES
x
NO
The aggregate market value of
the voting and non-voting common equity held by non-affiliates, based upon the
closing price for the Common Stock as reported on the New York Stock Exchange
composite tape on the last business day of the Registrants most recently
completed second fiscal quarter, was approximately
$ million. All
executive officers, directors, and holders of 5% or more of the outstanding
Common Stock of the registrant have been deemed, solely for purposes of the
foregoing calculation, to be affiliates of the registrant.
As of December 31, 2008,
there were 62,798,001 shares of the registrants Class A Common Stock
outstanding.
Explanatory Note
IHS Inc. (the
Registrant) is filing this amendment to our Annual Report on Form 10-K for
the year ended November 30, 2008 (the Form 10-K), filed with the U.S.
Securities and Exchange Commission on January 23, 2009, solely to
(i) correct a typographical error on the cover page that
indicated 64,798,001 shares outstanding instead of 62,798,001 shares
outstanding on December 31, 2008; and (ii) correct typographical
errors contained on the power of attorney filed as Exhibit 24 to the
Registrants Form 10-K filed on January 23, 2009. As originally filed, the power of attorney
inadvertently omitted the proper markings to reflect the conformed signature of
each member of the registrants board of directors. Each member of the board of directors did
execute the power of attorney prior to filing the original Form 10-K, as
reflected in the amended exhibit.
This amendment should be
read in conjunction with the original Form 10-K, which continues to speak
as of the date that the original Form 10-K was filed. Except as specifically noted above, this
amendment does not modify or update any disclosures in the original Form 10-K. Accordingly, this amendment does not reflect
events occurring after the filing of the original Form 10-K or modify or
update any disclosures that may have been affected by subsequent events.
PART IV
Item 15.
Exhibits and Financial Statement Schedules
(b)
Index of
Exhibits
The
following exhibits are filed as part of this report:
Exhibit
Number
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Description
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24*
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Power of Attorney
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31.1*
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Certification Pursuant to Rules 13a-14(a) and
15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
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31.2*
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Certification Pursuant to Rules 13a-14(a) and
15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
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*
Filed
electronically herewith.
2
SIGNATURES
Pursuant to the requirements
of Section 13 or 15(d) 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, on July 28, 2009.
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IHS INC.
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By:
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/s/ HEATHER MATZKE-HAMLIN
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Name:
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Heather Matzke-Hamlin
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Title:
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Senior Vice President and Chief Accounting Officer
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Pursuant to the requirements
of the Securities Act of 1933, as amended, this report has been signed by the
following persons on behalf of the registrant and in the capacities indicated
on July 28, 2009.
Signature
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Title
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/s/ JERRE L. STEAD
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Chairman and Chief Executive Officer (Principal
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Jerre L. Stead
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Executive Officer)
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/s/ MICHAEL J. SULLIVAN
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Executive Vice President and Chief Financial Officer
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Michael J. Sullivan
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(Principal Financial
Officer)
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/s/ HEATHER MATZKE-HAMLIN
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Senior Vice President and Chief Accounting Officer
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Heather Matzke-Hamlin
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(Principal Accounting
Officer)
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*
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Director
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C. Michael Armstrong
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*
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Director
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Steven A. Denning
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*
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Director
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Ruann F. Ernst
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*
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Director
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Brian H. Hall
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*
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Director
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Roger Holtback
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*
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Director
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Balakrishnan S. Iyer
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*
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Director
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Michael Klein
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*
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Director
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Richard W. Roedel
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*
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Director
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Christoph v. Grolman
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*By:
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/s/ STEPHEN GREEN
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Stephen Green
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Attorney-in-Fact
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