As filed with the Securities and Exchange Commission on November 13, 2002.
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
Registration Statement Under
the Securities Act of 1933
PROQUEST COMPANY
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 36-3580106
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
300 NORTH ZEEB ROAD
ANN ARBOR, MICHIGAN 48103
(734) 761-4700
(Address of Principal Executive Offices)
Proquest Company
1995 Stock Option Plan, As Amended
(Full Title of the Plan)
TODD BUCHARDT
GENERAL COUNSEL
PROQUEST COMPANY
300 NORTH ZEEB ROAD
ANN ARBOR, MICHIGAN 48103
(Name and Address of Agent For Service)
(734) 761-4700
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum
Title of Securities to be Amount to be Offering Price Per Aggregate Offering Amount of
Registered Registered(1) Share(2) Price Registration Fee
Common Stock, par
value $.001 per share 1,400,000 $20.80 $29,120,000 $2,680
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1 An indeterminate number of additional shares may be issued if the
anti-dilution adjustment provision of the plan becomes operative.
2 Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) and (h) under the Securities Act of 1933 on the
basis of the average high and low prices of the shares of Common Stock as
reported on the New York Stock Exchange on November 11, 2002.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement relates to an amendment to ProQuest Company 1995
Stock Option Plan, as amended which increases the number of shares of Common
Stock authorized and reserved for issuance thereunder by 1,400,000 shares.
Pursuant to General Instruction E of Form S-8, the Registration Statements on
Form S-8 filed by the Company (File Nos. 333-58293 and 333-48425) with the
Securities and Exchange Commission (the "Commission") are incorporated herein by
reference.
Item 8. Exhibits.
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Reference is made to the Exhibit Index.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the undersigned 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 Ann Arbor, State of Michigan, on the
11th day of November, 2002.
PROQUEST COMPANY
By: /s/ Alan Aldworth
-----------------------------
Alan Aldworth
President and Chief Operation
Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints James Roemer, Alan Aldworth, Todd Buchardt and Kevin
Gregory his true and lawful attorneys-in-fact and agents, each acting alone,
with full powers of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any or all amendments to
this registration statement, including post-effective amendments and a
registration statement registering additional securities pursuant to Rule 462(b)
under the Securities Act of 1933, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, and hereby ratifies and confirms all
his said attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons or their attorneys-in-fact in
the capacities indicated on November, 2002.
SIGNATURE TITLE
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/s/ James P. Roemer Chairman of the Board of Directors and Chief
James P. Roemer Executive Officer (Principal Executive Officer)
/s/ Alan Aldworth Director, President and Chief Operating Officer
Alan Aldworth
/s/ Kevin G. Gregory Vice President and Chief Financial Officer
Kevin G. Gregory (Principal Financial and Accounting Officer)
/s/ David Bonderman Director
David Bonderman
/s/ David G. Brown Director
David G. Brown
/s/ William E. Oberndorf Director
William E. Oberndorf
/s/ Gary L. Roubos Director
Gary L. Roubos
/s/ John H. Scully Director
John H. Scully
/s/ William J. White Director
William J. White
EXHIBIT INDEX
Exhibit Number Description
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5 Opinion (including consent) of Todd W. Buchardt.
23.1 Consent of KPMG LLP.
24 Power of Attorney (included on signature page).