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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
_______________
 Form 10-K/A þ
    
    AMENDMENT NO. 1 TO ANNUAL REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2003 OR o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 Commission file number 0-25849    OneSource Information Services, Inc. (Exact name of registrant as specified in its charter)
 Delaware
    
    04-3204522(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)
 300 Baker Avenue Concord, MA 01742(Address of principal executive offices, including zip code) Registrants telephone number, including area code:
(978) 318-4300 Securities registered pursuant to Section 12(b) of the Act:
None Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.01 per share Rights to purchase Series A Junior Participating Preferred Stock, par value
$0.01 per share
 (Title of class)
 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. Yes þ No o Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. o Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes [  ]   No [ x ] The aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common equity, as of
the last business day of the most recently completed second fiscal quarter
(June 30, 2003) was approximately $52 million. As of March 18, 2004,the Registrant had 11,647,768 shares of common stock
outstanding, $.01 par value.




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TABLE OF CONTENTS  PART IIIItem 10. Directors and Executive Officers of the RegistrantItem 11. Executive CompensationItem 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related TransactionsItem 14. Principal Accountant Fees and ServicesPART IVItem 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-KSIGNATURESEx-31.1 Certification of Executive Chairman & CEOEx-31.2 Certification of Chief Financial Officer    Table of Contents  This
Form 10-K/A amends the Registrants annual report on Form 10-K for
the fiscal year ended December 31, 2003, as filed with the Securities and
Exchange Commission on March 30, 2004 (the 2003 Form 10-K). The purpose of
this Amendment is to provide information required by Items 10, 11, 12, 13 and 14 of
Part III of this report which the Registrant intended to incorporate by
reference from the Registrants proxy statement for the special meeting of
shareholders. This amendment is limited in scope to the portions of the 2003 Form 10-K
set forth below and does not amend, update or change any other items or
disclosures contained in the 2003 Form 10-K, as previously filed. 
 PART III 
 Item 10.Directors and Executive Officers of the Registrant (a) Occupations of Directors and Executive Officers The following table sets forth the ages and principal occupations for the
directors, executive officers and a named significant employee of OneSource: Name
    
    Age
    
    PositionMartin F. Kahn (4)
    
    
    53
    
    
    Executive Chairman and Chief
Executive OfficerWilliam G. Schumacher
    
    
    40
    
    
    Senior Vice President, Content DevelopmentPhilip J. Garlick
    
    
    42
    
    
    Senior Vice President, Global Sales, Service & SolutionsRoy D. Landon
    
    
    48
    
    
    Senior Vice President, Chief Financial Officer,
Secretary, and TreasurerYvonne Cekel
    
    
    45
    
    
    Senior Vice President, Marketing and Business DevelopmentDavid J. DeSimone
    
    
    39
    
    
    Chief Information Technology OfficerMary F. McCabe (5)
    
    
    42
    
    
    Senior Vice President, Product DevelopmentCarl P. Fisher (2) (3) (4)
    
    
    62
    
    
    DirectorHenry Ancona (1) (2) (3) (4)
    
    
    59
    
    
    DirectorRobert J. Massie (1) (2) (3) (4)
    
    
    55
    
    
    DirectorPeter H. Kamin (3)
    
    
    42
    
    
    Director
    (1)
    
    Member of compensation committee(2)
    
    Member of audit committee(3)
    
    Member of governance committee(4)
    
    Member of the special committee(5)
    
    Named significant employee Martin F. Kahnjoined OneSource as Chairman of the board of directors in
September 1993. Mr. Kahn was appointed Executive Chairman and Chief Executive
Officer of OneSource on an interim basis as of February 5, 2004. Mr. Kahn has
served as managing director of Cadence Information Associates LLC since 1996.
The business address of Cadence Information Associates, LLC is 152 West 57th
Street, 23rd Floor, New York, NY 10019. Mr. Kahn was Chairman of the board of
directors of Ovid Technologies, Inc., located at 333 Seventh Avenue 20th Floor,
New York, NY 10001, a producer of online, CD-ROM, and network medical and
scientific information services, from 1990 to 1998; Chairman of the board of
directors of VistaInfo, Inc., located at #300/5060 Shoreham Place, San Diego,
CA 92122, a supplier of geographically-based risk information, from 1992 to
1996; and Chairman of the board of directors of Parlo, Inc., an online provider
of language instruction, from 1999 to 2002. Mr. Kahn holds an M.B.A. from the
Harvard Business School and a B.A. from Yale University. William G. Schumacheroriginally joined OneSource in 1993, served as
Director of Product Management from 1996 to January 2000, and became Vice
President, Product Management in January 2000. From February to December 2000,
Mr. Schumacher was Vice President, Product Management of MeetU.com. In
February 2001 Mr. Schumacher returned to OneSource as Senior Vice President,
Content Development. Mr. Schumacher holds a B.A. in Chemical Engineering and a
B.S. in Finance from the University of Pennsylvania in Philadelphia, PA. Philip J. Garlickjoined OneSource as Director of Marketing and Product
Development in 1993, served as Vice President and General Manager Europe from
1995 to October 1997, became Vice President, Global Enterprise Sales and
Marketing in October 1997, and became Senior Vice President, Global Sales,
Service, and Marketing in January 2000. Prior to joining OneSource, Mr.
Garlick was a marketing executive at Lotus UK. Mr. Garlick holds an M.A. in
Economics from Manchester University. Roy D. Landonjoined OneSource as Director, Finance and Administration in
1993, became Vice President, Finance and Administration in 1997, became Vice
President, Chief Financial Officer in 1999, and became Senior Vice President,
Chief Financial 2




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Officer in January 2000. Prior to joining OneSource, Mr. Landon was
director of plans and controls for the Consulting and Information Services
Group at Lotus Development Corporation. Mr. Landon holds a B.S. from Babson
College. Yvonne Cekeljoined OneSource in June 2002 as Vice President, Marketing
and became Senior Vice President, Marketing and Business Development in July
2003. From August 2001 to June 2001, Ms. Cekel was employed as a strategy and
business development consultant for ArsDigita, Inc. From May 2001 to June
2002, Ms. Cekel was employed as a strategy and business development consultant
for Scribe Software Inc., located at Three Bedford Farms, Kilton Road, Bedford,
NH 03110. From June 1993 to April 2001, Ms. Cekel served as Executive Vice
President, Worldwide Sales and Marketing of Transparent Language Inc., located
at 9 Executive Park Drive, Merrimack, NH 03054, and also served as a member of
its board of directors. Ms. Cekel holds an M.B.A. from the Harvard Business
School and a B.S./B.A. from Babson College. David J. DeSimoneoriginally joined OneSource as Lotus Notes Administrator
in 1995. From April 1996 until October 1997, Mr. DeSimone served as Manager of
Internal Automation of IRI Software, located at 200 Fifth Avenue, Waltham, MA
02154. In October 1997, Mr. DeSimone returned to OneSource as Director of
On-line Systems Administration, and became Chief Information Technology Officer
in December 2000. Mr. DeSimone holds a B.S. in Marketing and an A.S. in
Accountancy from Bentley College. Mary F. McCabejoined OneSource as Senior Platform Product Manager in
1994, became Director, Platform Project Management in 1996, became Senior Vice
President, Product Development in January 2000, became Senior Vice President,
Packaged Solutions in November 2001, became General Manager, Products and
Solutions in November 2002, and became Senior Vice President, Product
Development in November 2003. Ms. McCabe holds a B.S. from Boston College
School of Management with concentrations in Computer Science and Marketing. Carl P. Fisherbecame a director in November 2000. Since 1982, Mr. Fisher
has served as an independent electronic publishing consultant primarily for
large media, publishing, and communications companies. From 1972 to 1982, Mr.
Fisher was part of the start-up management team and an officer of Mead Data
Central (the providers of the Lexis and Nexis Services) during its first ten
years from conception. Mr. Fisher has served as chief executive officer for a
number of early stage information ventures and is currently a member of the
board of directors of several private companies. Mr. Fisher holds a B.A. from
the University of Connecticut and an L.L.B. from the Georgetown University Law
Center. Henry Anconabecame a director in April 2001. Mr. Ancona is currently
President, Chief Operating Officer, and Director of Pegasystems, Inc., located
at 101 Main Street, Cambridge, MA 02142, a company specializing in rules-based
business process management software. From March 1998 to February 2002, Mr.
Ancona served as President and Chief Executive Officer of Evidian Inc., located
at 300 Concord Road, Billerica, MA 01821, a software company specializing in
security and telecommunications management software. Prior to that time, Mr.
Ancona was Executive Vice President of Polaroid Corporation, located at 1265
Main Street, Waltham, MA 02451, where he led the Commercial Imaging and
Electronic Imaging businesses. Mr. Ancona has held a variety of general
management positions at Digital Equipment Corporation, including Vice President
of its application software businesses. Mr. Ancona is currently a member of
the board of directors of Sentillion, Inc., located at 300 Brickstone Square,
Andover, MA 01810. Mr. Ancona holds B.S. and M.S. degrees in electrical
engineering and computer science from the Massachusetts Institute of Technology
and an M.B.A. from the Harvard Business School. Robert J. Massiebecame a director in October 2002. He is currently
Director of Chemical Abstracts Service (CAS), located at 2540 Olentangy River
Road, Columbus, OH 43202, which provides online information and is a division
of the American Chemical Society. Before assuming his role at CAS in 1992, Mr.
Massie served as President and Chief Executive Officer of Gale Research, a
subsidiary of the Thomson Corporation, located at 27500 Drake Road, Farmington
Hills, MI 48331. He also held senior executive positions with the Torstar
Corporation, located at One Yonge Street, Toronto, Canada M5E 1P9, the largest
newspaper and book publishing company in Canada. Prior to that, he was a
management consultant with McKinsey & Co. in the New York office, located at 55
East 52nd Street, 21st Floor, New York, NY 10022. Mr. Massie also practiced
law with Covington & Burling in the Washington, D.C. office, located at
1201 Pennsylvania Avenue, NW, Washington, D.C. 20004. He holds a joint
J.D./M.B.A degree from Columbia University, where he was a Harlan Fiske Stone
scholar. Mr. Massie is also an honors graduate of Yale College. Peter H. Kaminbecame a director in November 2002. Mr. Kamin co-founded
ValueAct Capital Partners, L.P. in June 2000, and is presently a partner at
ValueAct Capital Partners, L.P., located at One Maritime Plaza, Ste. 1400, San
Francisco, CA 94111. Mr. Kamin founded Peak Investment, L.P., a limited
partnership organized to make investments in public companies, in 1992, and was
a partner at Peak Investment, L.P. until June 2000. During his investment
career, Mr. Kamin has had extensive experience as a member of the board of
directors of several public and private companies. Mr. Kamin currently serves
as a member of the board of directors of Insurance Auto Auctions, Inc., located
at 850 E. Algonquin Road, Suite 100, Schaumburg, IL 60173, and LeCroy
Corporation, located at 700 Chestnut Ridge Road, Chestnut Ridge, NY 10977. He
holds a B.A. from Tufts University and an M.B.A. from the Harvard Business
School. Mr. Kamin was appointed to the board of directors pursuant to the
Registration Rights Agreement described above. Each director and officer listed above, other than Mr. Garlick, is a
citizen of the United States. Mr. Garlick is a citizen of the United Kingdom.
Executive officers of OneSource are elected on an annual basis by the board of
directors to serve at the pleasure of the board of directors and until their
successors have been duly elected and qualified. 3




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(b) Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Securities Exchange Act of 1934 requires OneSources
officers and directors, and holders of more than 10% of OneSources common
stock (collectively, Reporting Persons) to file with the Securities and
Exchange Commission initial reports of ownership and reports of changes in
ownership of OneSource common stock. Such persons are required by regulations
of the Securities and Exchange Commission to furnish OneSource with copies of
all such filings. Based on its review of the copies of such filings received
by it with respect to the period ended December 31, 2003 and written
representations from certain Reporting Persons, OneSource believes that all of
OneSources officers and directors and holders of more than 10% of OneSources
common stock complied with Section 16(a) filing requirements for the period
ended December 31, 2003, with the exception of the following: the grant of
25,000 stock options to Yvonne Cekel on July 15, 2003 which was reported on a
Form 4 on November 19, 2003; the grant of 10,000 stock options to Carl P.
Fisher on July 15, 2003 which was reported on a Form 4 on November 19, 2003;
the grant of 10,000 stock options to Henry Ancona on July 15, 2003 which was
reported on a Form 4 on November 20, 2003; the grant of 10,000 stock options to
Robert J. Massie on July 15, 2003 which was reported on a Form 4 on November
20, 2003; and the grant of 10,000 stock options to Mary F. McCabe on July 15,
2003 which was reported on a Form 5 on February 13, 2004. (c) Audit Committee Financial Expert The audit committee consists of Messrs. Massie, Fisher, and Ancona.
Messrs. Massie, Fisher and Ancona are independent as defined in proposed
rules of the National Association of Securities Dealers listing standards.
The audit committee does not have a member that qualifies as an audit
committee financial expert (as defined by the SEC) serving on the audit
committee. The audit committee determined that, while no current member would
qualify as an audit committee financial expert, it believed that the members of
the audit committee had sufficient experience and ability to provide the
necessary review and oversight. The audit committee discussed undertaking a
search for a new member to be designated the audit committee financial expert,
but tabled these discussions during the review of strategic options undertaken
by the special committee of OneSources board of directors (the Special
Committee). (d) Code of Ethics OneSource has adopted a code of ethics that applies to its principal
executive officers and all members of its financial department, including the
principal financial and accounting officer. A copy of the code of ethics can
be obtained without charge by written request to our corporate secretary,
OneSource Information Services, 300 Baker Avenue, Concord, Massachusetts
01742. 
 Item 11.Executive Compensation (a) Executive Compensation The following summary compensation table sets forth the annual and
long-term compensation of OneSources Chief Executive Officer, each of
OneSources four other most highly compensated executive officers, and one
significant employee (collectively, the Named Employees) for the fiscal years
ended December 31, 2003, 2002, and 2001. Summary Compensation Table Annual Compensation(1)Other
    
    Securities
    
    AllAnnual
    
    Underlying
    
    OtherCompensation
    
    Options
    
    CompensationName and Principal Position
    
    Year
    
    Salary($)
    
    Bonus($)
    
    ($)(2)
    
    (# of Shares)
    
    ($)Daniel J. Schimmel (3)
    
    
    2003
    
    
    $
    270,000
    
    
    $
    43,200
    
    
    $
    3,626
    
    
    
    
    
    
    
    President, Chief Executive
    
    
    2002
    
    
    
    270,000
    
    
    
    37,800
    
    
    
    3,408
    
    
    
    125,000
    
    
    
    Officer and Director
    
    
    2001
    
    
    
    257,885
    
    
    
    42,293
    
    
    
    3,150
    
    
    
    160,000
    
    
    
    William G. Schumacher
    
    
    2003
    
    
    
    167,154
    
    
    
    21,417
    
    
    
    5,555
    
    
    
    
    
    
    
    Senior Vice President,
    
    
    2002
    
    
    
    160,000
    
    
    
    18,000
    
    
    
    5,377
    
    
    
    50,000
    
    
    
    Content Development
    
    
    2001
    
    
    
    144,615
    
    
    
    19,252
    
    
    
    4,062
    
    
    
    75,000
    
    
    
    Philip J. Garlick
    
    
    2003
    
    
    
    190,000
    
    
    
    25,080
    
    
    
    106,071
    
    
    
    
    
    
    
    Senior Vice President,
    
    
    2002
    
    
    
    190,000
    
    
    
    24,296
    
    
    
    106,071
    
    
    
    40,000
    
    
    
    Sales, Service & Solutions
    
    
    2001
    
    
    
    184,616
    
    
    
    27,872
    
    
    
    106,109
    
    
    
    60,000
    
    
    
    
 4




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Annual Compensation(1)Other
    
    Securities
    
    AllAnnual
    
    Underlying
    
    OtherCompensation
    
    Options
    
    CompensationName and Principal Position
    
    Year
    
    Salary($)
    
    Bonus($)
    
    ($)(2)
    
    (# of Shares)
    
    ($)Roy D. Landon
    
    
    2003
    
    
    
    185,000
    
    
    
    23,703
    
    
    
    3,648
    
    
    
    Senior Vice President,
    
    
    2002
    
    
    
    185,000
    
    
    
    21,968
    
    
    
    3,313
    
    
    
    45,000
    
    
    
    Chief Financial Officer
    
    
    2001
    
    
    
    175,577
    
    
    
    23,922
    
    
    
    3,150
    
    
    
    77,000
    
    
    
    David J. DeSimone
    
    
    2003
    
    
    
    175,000
    
    
    
    31,328
    
    
    
    1,709
    
    
    
    
    
    
    
    Chief Information
    
    
    2002
    
    
    
    175,000
    
    
    
    19,687
    
    
    
    1,708
    
    
    
    40,000
    
    
    
    Technology Officer
    
    
    2001
    
    
    
    175,000
    
    
    
    23,297
    
    
    
    2,625
    
    
    
    42,294
    
    
    
    Mary F. McCabe
    
    
    2003
    
    
    
    183,926
    
    
    
    26,899
    
    
    
    3,072
    
    
    
    10,000
    
    
    
    Senior Vice President,
    
    
    2002
    
    
    
    180,000
    
    
    
    25,425
    
    
    
    2,842
    
    
    
    40,000
    
    
    
    Product Development
    
    
    2001
    
    
    
    171,923
    
    
    
    25,531
    
    
    
    2,625
    
    
    
    
    
    
    
    
   (1)
    
    OneSource did not make any long-term incentive plan payouts, restricted
stock awards or grant any stock appreciation rights during the fiscal
years 2001, 2002, and 2003.(2)
    
    Excluding Mr. Garlick, amounts reflect 401(k) cash match by OneSource.
Mr. Garlick receives additional compensation in connection with his
relocation from the United Kingdom to Massachusetts, including car and
housing allowances and payment of taxes.(3)
    
    Mr. Schimmel resigned from all positions with OneSource effective
February 5, 2004. The following table provides information with respect to OneSource stock
option grants to the Named Employees in 2003. OneSource did not grant any
stock appreciation rights in 2003. Option/Stock Appreciation Right Grants In Last Fiscal Year Potential RealizableValue At AssumedPercentage of
    
    
    
    
    
    
    
    
    
    Annual Rates ofNumber of
    
    Total Options
    
    
    
    
    
    
    
    
    
    Stock PriceSecurities
    
    Granted to
    
    
    
    
    
    
    
    
    
    Appreciation ForUnderlying
    
    Employees
    
    Exercise
    
    
    
    
    
    Option Term (2)Options
    
    in Fiscal
    
    Price
    
    ExpirationName
    
    Granted (1)
    
    Year (%)
    
    ($/share)
    
    Date
    
    5%
    
    10%Daniel J. Schimmel
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    
    
    
    $
    William G.
Schumacher
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Philip J. Garlick
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Roy D. Landon
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    David J. DeSimone
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Mary F. McCabe
    
    
    10,000
    
    
    
    2.3
    
    
    
    7.90
    
    
    
    7/15/13
    
    
    
    49,683
    
    
    
    125,905
   (1)
    
    Stock options were granted under OneSources 1999 Stock Option and
Incentive Plan at an exercise price equal to the fair market value of
OneSources common stock on the date of grant. The options have a term of
ten years from the date of grant, and are exercisable in sixteen equal
quarterly installments beginning three months following the date of grant,
which is the vesting commencement date.(2)
    
    Amounts reported in these columns represent amounts that may be realized
upon exercise of the options immediately prior to the expiration of their
term assuming the specified compounded rates of appreciation (5% and 10%)
of OneSources common stock over the term of the options. These numbers
are calculated based on rules promulgated by the United States Securities
and Exchange Commission and do not reflect OneSources estimate of future
stock price increases. Actual gains, if any, on stock option exercises
and common stock holdings are dependent on the timing of such exercise and
the future performance of OneSources common stock. There can be no
assurance that the rates of appreciation assumed in this table can be
achieved or that the amounts reflected will be received by the
individuals. The following table sets forth certain information with respect to options
exercised in fiscal year 2003 by the Named Employees, the value realized upon
such exercises, and the value of options held by such Named Employees at the
fiscal year end. 5




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Aggregated Option Exercises In Last Fiscal Year And Fiscal Year End Option Values Shares
    
    
    
    
    
    Number of Securities
    
    Value of Unexercised,Acquired
    
    
    
    
    
    Underlying Unexercised
    
    In-the-Moneyon
    
    
    
    
    
    Options at
    
    Options atExercise
    
    Value
    
    Fiscal Year End
    
    Fiscal Year End ($)(2)Name
    
    (#)
    
    Realized ($)(1)
    
    Exercisable/Unexercisable
    
    Exercisable/ UnexercisableDaniel J. Schimmel
    
    
    272,254
    
    
    $
    1,433,368
    
    
    
    126,875
    
    
    
    158,125
    
    
    $
    229,381
    
    
    $
    306,569William G. Schumacher
    
    
    
    
    
    
    
    
    
    
    56,250
    
    
    
    68,750
    
    
    
    80,813
    
    
    
    111,688Philip J. Garlick
    
    
    11,087
    
    
    
    48,679
    
    
    
    45,000
    
    
    
    55,000
    
    
    
    79,650
    
    
    
    104,350Roy D. Landon
    
    
    35,700
    
    
    
    217,984
    
    
    
    55,375
    
    
    
    66,625
    
    
    
    96,351
    
    
    
    124,139David J. DeSimone
    
    
    
    
    
    
    
    
    
    
    92,661
    
    
    
    51,147
    
    
    
    169,155
    
    
    
    87,891Mary F. McCabe
    
    
    
    
    
    
    
    
    
    
    119,494
    
    
    
    61,875
    
    
    
    81,976
    
    
    
    48,975
   (1)
    
    Amounts are calculated by subtracting the aggregate exercise price of the
options from the market value of the underlying common stock on the date
of exercise, and do not reflect amounts actually received by the Named
Employees.(2)
    
    Amounts are calculated by subtracting the exercise price of the options
from the fair market value of the underlying common stock as quoted on The
Nasdaq Stock Market of $9.42 per share on December 31, 2003, multiplied by
the number of shares underlying the options, and do not reflect amounts
that actually may be received by the Named Employees upon exercise of
options. (b) Change of Control Agreements Each of the Named Employees entered into a change of control agreement
with OneSource. Under these agreements, if a Named Employee is terminated
during the three months prior to or twelve months following a change in
control, either by the surviving entity without cause or by the Named Employee
due to a constructive termination, the Named Employee is entitled to continued
paid coverage under OneSources group health plans and, if permitted by the
plans, OneSources life and disability insurance plans for twelve months after
the change of control. If the termination occurs on or before the 180th day
following the change of control, the Named Employee shall receive (1) an amount
equal to twelve months of his or her base salary, (2) an amount equal to the
average of his or her performance bonus for the prior three years, and (3) an
amount equal to the matching contribution paid by OneSource to his or her
account under the 401(k) plan for the preceding calendar year. If the
termination occurs after the 180th day but on or before the 270th day following
the change of control, the Named Employee shall receive an amount equal to nine
months of his or her base salary and if the termination occurs after the 270th
day but on or before the one year anniversary of the change of control, the
Named Employee shall receive an amount equal to six months of his or her base
salary. Under these agreements, the Named Employees agree to abide by
noncompetition and nonsolicitation provisions for a period of months following
the termination equal to the number of months of base salary paid under the
agreement. The change of control agreement with Mr. Schimmel was terminated in
February 2004 in connection with his resignation and the execution of a
severance agreement. (c) Compensation Committee Interlocks and Insider Participation No person who served as a member of the compensation committee was, during
the fiscal year ended December 31, 2003, an executive officer or employee of
OneSource, was formerly an executive officer of OneSource, or had any
relationship requiring disclosure herein. No executive officer of OneSource
served as a member of the compensation committee (or other committee performing
equivalent functions or, in the absence of any such committee, the entire board
of directors) of another entity, one of whose executive officers served as a
director of OneSource or on the compensation committee of OneSource. No
executive officer of OneSource served as a director of another entity, one of
whose executive officers served on the compensation committee of OneSource. (d) Compensation of Directors Directors who are not employees of OneSource and who are not affiliated
with ValueAct Capital or its affiliates (also referred to as outside
directors), with the exception of Mr. Kahn, receive an annual retainer fee of
$15,000 and a $1,500 fee for attending regular or special meetings of the board
of directors and for meetings of any committees of the board of directors on
which they serve. During the fiscal year ended December 31, 2003, Mr. Kahn
received $75,000 for services he provided as chairman of the board of
directors. Currently, Messrs. Ancona, Fisher and Massie are the only outside
directors. Outside directors have been eligible to participate in OneSources
1999 Stock Option and Incentive Plan, and all non-employee directors are also
eligible to participate in OneSources 2001 Non-Employee Director Stock Option
Plan. All directors are reimbursed for reasonable out-of-pocket expenses
incurred in attending meetings. 6




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##### Table of Contents



In 2004, Mr. Kahn received $75,000 for services he provided as chairman of
the Special Committee, Mr. Fisher received $65,000 for serving on the Special
Committee and each of Messrs. Ancona and Massie received $50,000 for serving on
the Special Sommittee. 
 Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Certain information required by this Item is incorporated by reference to
Part II, Item 5(D) entitled Securities Authorized for Issuance Under Equity
Compensation Plans of the 2003 Form 10-K The following table sets forth as of March 18, 2004: (i) the name of each
person who is known by OneSource to own beneficially more than 5% of the
outstanding shares of common stock (Principal Stockholder); (ii) the name of
each nominee for director of OneSource; (iii) the name of each executive
officer of OneSource named in the Summary Compensation Table set forth below
under the heading Executive Compensation; (iv) the name of a significant
employee named in the Summary Compensation Table set forth below under the
heading Executive Compensation; and (v) the number of shares beneficially
owned by each such person and all directors, nominees for director, executive
officers, and the significant employee of OneSource as a group and the
percentage of the outstanding shares represented thereby. Amount andName and Address
    
    Nature
    
    Percentof Beneficial Owner(1)
    
    of Ownership (2)
    
    of Class (3)Principal Stockholders:ValueAct
Capital Partners, L.P. and related Funds
One Maritime Plaza, Suite 1400, San Francisco,
CA 94111 (4)
    
    
    3,707,697
    
    
    
    31.8
    %Dalton,
Greiner, Hartman, Maher & Co., LLC
565 Fifth Avenue, Suite 2101, New York,
NY 10017-2413 (5)
    
    
    957,744
    
    
    
    8.2Executive Officers:Daniel J. Schimmel (6)
    
    
    864,250
    
    
    
    7.2William G. Schumacher (7)
    
    
    99,097
    
    
    
    1.0Philip J. Garlick (8)
    
    
    80,000
    
    
    
    1.0Roy D. Landon (9)
    
    
    152,140
    
    
    
    1.3David J. DeSimone (10)
    
    
    109,234
    
    
    
    1.0Directors:Martin F. Kahn (11)
    
    
    389,256
    
    
    
    3.3Carl P. Fisher (12)
    
    
    17,250
    
    
    
    *Henry Ancona (13)
    
    
    16,250
    
    
    
    *Robert J. Massie (14)
    
    
    5,000
    
    
    
    *Peter H. Kamin (4)
    
    
    3,707,697
    
    
    
    31.8Named Significant Employee:Mary F. McCabe (15)
    
    
    144,803
    
    
    
    1.2All directors, executive officers, and named
significant employee as a group(16) (12 persons)
    
    
    5,605,226
    
    
    
    48.1
   *
    
    Less than one percent of the outstanding common stock.(1)
    
    Unless otherwise indicated, the address for each beneficial owner is c/o
OneSource Information Services, Inc., 300 Baker Avenue, Concord, MA
01742.(2)
    
    The persons named in the table have sole voting and investment power with
respect to all shares shown as beneficially owned by them, except as noted
in the footnotes below. Beneficial ownership is determined in accordance
with the rules of the United States Securities and Exchange Commission and
includes voting and investment power with respect to the shares. Shares of
common stock subject to options currently exercisable or exercisable
within 60 days after the March 18, 2004 (presently exercisable stock
options) are deemed outstanding for computing the ownership of the person
holding such options, but are not deemed outstanding for computing the
ownership of any other person. 7




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##### Table of Contents



(3)
    
    Applicable percentage ownership as of March 18, 2004 is based upon
11,647,768 shares of common stock outstanding as of March 18, 2004.
Beneficial ownership is determined in accordance with the rules of the
United States Securities and Exchange Commission and includes voting and
investment power with respect to the shares. Presently exercisable stock
options are deemed outstanding for computing the percentage ownership of
the person holding such options, but are not deemed outstanding for
computing the percentage ownership of any other person.(4)
    
    Includes 2,971,589 shares held by ValueAct Capital Partners, L.P.,
289,840 shares owned by ValueAct Capital Partners II, L.P. (ValueAct II)
and 446,268 shares owned by ValueAct Capital International, Ltd.
(ValueAct International). According to an amended Schedule 13D filed on
February 18, 2004, the general partner of ValueAct Capital Partners, L.P.
(ValueAct) and the managing members of the general partner exercise
shared voting and investment power with respect to the shares owned by
ValueAct. The general partner of ValueAct is VA Partners, LLC (VA). VA
is also the general partner of ValueAct II and the investment manager of
ValueAct International and exercises shared voting and investment power
with each of ValueAct II and ValueAct International with respect to the
shares owned by each of these entities. Peter H. Kamin, a current
director of OneSource, Jeffrey W. Ubben and George F. Hamel, Jr. are the
managing members, principal owners and controlling persons of VA and the
directors and principal executive officers of ValueAct International.(5)
    
    According to a Schedule 13G filed on February 4, 2004, Dalton, Greiner,
Hartman, Maher & Co., LLC is an investment adviser registered under
Section 203 of the Investment Advisers Act of 1940. Dalton, Greiner,
Hartman, Maher & Co., LLC, in its capacity as investment adviser, has been
granted discretionary dispositive power over its clients securities, and
in some instances has sole voting power over such securities.(6)
    
    Includes 285,000 shares of common stock issuable upon exercise of
presently exercisable stock options granted pursuant to OneSources 1999
Stock Option and Incentive Plan (the 1999 Plan) and 579,250 shares held
in the name of the Daniel J. Schimmel 1999 Family Trust.(7)
    
    Includes 81,250 shares of common stock issuable upon exercise of
presently exercisable stock options granted pursuant to the 1999 Plan.(8)
    
    Includes 65,000 shares of common stock issuable upon exercise of
presently exercisable stock options granted pursuant to the 1999 Plan.(9)
    
    Includes 80,250 shares of common stock issuable upon exercise of
presently exercisable stock options granted pursuant to the 1999 Plan.(10)
    
    Includes 108,234 shares of common stock issuable upon exercise of
presently exercisable stock options granted pursuant to OneSources 1993
Stock Purchase and Option Plan (the 1993 Plan) and the 1999 Plan.(11)
    
    Includes 122,500 shares of common stock issuable upon exercise of
presently exercisable stock options granted pursuant to OneSources 2001
Non-Employee Director Stock Option Plan (the 2001 NED Plan).(12)
    
    Includes 16,250 shares of common stock issuable upon exercise of
presently exercisable stock options granted pursuant to the 1999 Plan and
the 2001 NED Plan.(13)
    
    Includes 16,250 shares of common stock issuable upon exercise of
presently exercisable stock options granted pursuant to the 1999 Plan and
the 2001 NED Plan.(14)
    
    Includes 5,000 shares of common stock issuable upon exercise of presently
exercisable stock options granted pursuant to the 2001 NED Plan.(15)
    
    Includes 140,744 shares of common stock issuable upon exercise of
presently exercisable stock options granted pursuant to the 1993 Plan and
the 1999 Plan.(16)
    
    Includes 940,727 shares of common stock issuable upon exercise of
presently exercisable stock options granted pursuant to the 1993 Plan, the
1999 Plan, and the 2001 NED Plan. OneSource will hold a 2004 annual meeting of OneSource stockholders only
if the merger is not completed. Changes in Control On April 29, 2004, OneSource entered into an Agreement and Plan of Merger
(the infoUSA Merger Agreement) with infoUSA Inc. (Parent) and OSIS
Acquisition Corp., a wholly-owned subsidiary of Parent (Merger Sub). Pursuant to the infoUSA Merger Agreement,
Merger Sub will commence a cash tender offer for 100% of OneSources
outstanding shares of common stock to be followed by the merger of
Merger Sub
with and into OneSource. The foregoing is a brief
description of the infoUSA Merger Agreement, and is qualified in its entirety
by reference to the complete text of the infoUSA Merger Agreement, which is
included as Exhibit 2.01 hereto and incorporated by reference herein. 8




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##### Table of Contents



Item 13.Certain Relationships and Related Transactions ValueAct Capital Transaction On February 18, 2004, OneSource entered into an Agreement and Plan of
Merger, dated February 18, 2004, by and among OneSource, VAC-OS Holdings LLC
and OS Merger Sub, Inc. (the VAC Merger Agreement). Each of VAC-OS Holdings
LLC and OS Merger Sub, Inc. are affiliates of ValueAct Capital Partners L.P.
and its affiliates. On April 29, 2004, OneSource terminated the VAC Merger
Agreement. In connection with the termination of the VAC Merger Agreement, VAC
received, pursuant to the terms of the VAC Merger Agreement, a termination fee
of $3,000,000 and reimbursement of $956,255.31 of expenses. Stock Repurchases In fiscal years 2003 and 2002, OneSource had stock buyback programs in
effect. Under the stock buyback programs, which were administered by Adams,
Harkness & Hill, Inc., Adams Harkness regularly repurchased OneSource common
stock on the open market for OneSource pursuant to certain parameters that had
been predetermined by us. Such parameters included the trading volume and
price of the common stock. Based on fair market value on the date of purchase,
a total of $6,647,075 of our common stock was repurchased for OneSource in
fiscal year 2003 under the stock buyback programs. In fiscal year 2003,
Messrs. Kahn, Schimmel, Landon, and Garlick each sold shares of common stock on
the open market in aggregate amounts of $320,463, $770,211, $160,232, and
$47,260, respectively, based on the fair market value on the date of such
sales, that were repurchased by Adams Harkness for OneSource on the open market
through the stock buyback programs. The aggregate amount of common stock
repurchased from Messrs. Kahn, Schimmel, Landon, and Garlick under the stock
buyback programs equaled 48% of the total amount of common stock sold by
Messrs. Kahn, Schimmel, Landon, and Garlick in fiscal year 2003, based on the
fair market value on date of such sales. Based on fair market value on the date of purchase, a total of $5,572,396
of common stock was repurchased for OneSource in fiscal year 2002 under the
stock buyback programs. In fiscal year 2002, Messrs. Kahn, Schimmel, and
Garlick each sold shares of common stock on the open market in aggregate
amounts of $196,500, $632,875, and $400,700, respectively, based on the fair
market value on the date of such sales, that were repurchased by Adams Harkness
for OneSource on the open market through the stock buyback programs. The
aggregate amount of common stock repurchased from Messrs. Kahn, Schimmel, and
Garlick under the stock buyback programs equaled 62% of the total amount of
common stock sold by Messrs. Kahn, Schimmel, and Garlick in fiscal year 2002,
based on the fair market value on the date of such sales. In fiscal year 2002, Information Partners Capital and its affiliates
subscribed for an aggregate of $663,900 of products and services from
OneSource. In addition, in fiscal year 2002, William Blair & Company and its
affiliates subscribed for an aggregate of $68,216 of products and services from
OneSource. Prior to November 1, 2002, Information Partners Capital and its
affiliates and William Blair & Company and its affiliates were principal
stockholders of OneSource with each entity holding greater than 5% of OneSource
common stock. The following table sets forth information regarding acquisitions of
common stock by OneSource, showing the number of shares of common stock
repurchased by OneSource, the total amount paid by OneSource, the range of
prices paid for those shares and the weighted average price paid per quarter
for the past two years. Stock Repurchase Summary WeightedAverageNumber of
    
    Total
    
    
    
    
    
    Per ShareShares
    
    Amount
    
    Per Share
    
    PurchaseQuarter
    
    Repurchased
    
    Paid
    
    Price Range
    
    PriceQ102
    
    
    213,200
    
    
    $
    1,667,672
    
    
    $
    7.10  9.88
    
    
    $
    7.82Q202
    
    
    119,200
    
    
    $
    824,003
    
    
    $
    6.50  7.50
    
    
    $
    6.91Q302
    
    
    393,650
    
    
    $
    2,484,295
    
    
    $
    5.20  6.65
    
    
    $
    6.31Q402
    
    
    92,100
    
    
    $
    596,426
    
    
    $
    5.57  6.70
    
    
    $
    6.48Q103
    
    
    204,300
    
    
    $
    1,303,820
    
    
    $
    5.75  7.25
    
    
    $
    6.38Q203
    
    
    307,400
    
    
    $
    2,005,972
    
    
    $
    6.01  8.05
    
    
    $
    6.53Q303
    
    
    431,200
    
    
    $
    3,337,283
    
    
    $
    7.52  8.25
    
    
    $
    7.74Q403
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
 9




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Other Related Transactions OneSource entered into a severance agreement with Daniel J. Schimmel in
connection with his resignation as an officer and director effective February
5, 2004. Pursuant to the agreement, Mr. Schimmel received a severance payment
of approximately $500,000 and all of his options were vested. On November 2, 2002, OneSource entered into a Registration Rights
Agreement (the Registration Rights Agreement) with ValueAct Capital and
certain of its affiliates. Pursuant to the terms of the Registration Rights
Agreement, the board of directors appointed Mr. Kamin to serve as a Director on
OneSources Board of Directors until this Annual Meeting of Stockholders. In
addition, pursuant to the Registration Rights Agreement, for so long as
ValueAct owns at least 30% of OneSources outstanding shares, OneSource will,
subject to the Board of Directors fiduciary duties under applicable law and
subject to the requirements established by the National Association of
Securities Dealers, the United States Securities and Exchange Commission, the
Nasdaq National Market System, any governmental or regulatory body exercising
authority over OneSource, or any other applicable statute, rule or regulation,
use its best efforts to include Mr. Kamin in the slate of nominees recommended
for election to the Board of Directors at each annual meeting of OneSource. 
 Item 14. Principal Accountant Fees and Services During the fiscal years ended December 31, 2003 and 2002,
PricewaterhouseCoopers LLP, independent certified public accountants, served as
our independent auditors and performed other appropriate services for
OneSource. Fees During 2003 and 2002, OneSource retained PricewaterhouseCoopers to provide
services in the following categories and amounts: Description of Service
    
    2003
    
    2002Audit Fees(1)
    
    $
    294,150
    
    
    $
    210,450Audit-Related Fees(2)
    
    
    27,325
    
    
    
    79,400Tax Fees(3)
    
    
    
    
    
    
    10,624All Other Fees(4)
    
    
    
    
    
    
    
  (1)
    
    Audit Fees.Audit fees include fees
for professional services that
normally would be provided by the
independent auditor in connection with
statutory and regulatory filings or
engagements. In addition to fees for
the annual audit and reviews of the
OneSources quarterly reports on Form
10-Q in accordance with generally
accepted auditing standards, this
category contains fees for statutory
audits, consents, and assistance with
and review of documents filed with the
SEC.(2)
    
    Audit-Related Fees.Audit-related fees
include fees relating to assurance and
related services, such as: employee
benefit plan audits, due diligence
relating to mergers and acquisitions
by OneSource, accounting consultations
and audits in connection with
acquisitions, internal control
reviews, and consultations concerning
financial accounting and reporting
standards.(3)
    
    Tax Fees.Tax fees include fees for
professional services rendered for
income tax compliance, advice,
planning, and return preparation.(4)
    
    All Other Fees.The aggregate fees
billed by PricewaterhouseCoopers for
services other than those described
above for the fiscal years ended
December 31, 2003 and 2002 were zero. OneSources audit committee has determined that the provision of the
services by PricewaterhouseCoopers as set forth herein are compatible with
maintaining PricewaterhouseCoopers independence within the meaning of the
rules and guidelines of the United States Securities and Exchange Commission,
American Institute of Certified Public Accountants, and Independence Standards
Board. 10




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##### Table of Contents



In addition, all non-audit services are reviewed with the audit
committee, which approved the provision of such services by
PricewaterhouseCoopers and concluded that the provision of such services were
compatible with the maintenance of that firms independence in the conduct of
its auditing functions. In January 2004, the audit committee pre-approved fees
of PricewaterhouseCoopers up to $30,000 related to services to be performed in
connection with the special committees review of strategic alternatives,
including assistance with due diligence investigations. In March 2004, the
audit committee pre-approved fees of PricewaterhouseCoopers up to $30,000
related to responding to any inquires or comments from the Securities and
Exchange Commission regarding the merger or any related filings. Pre-Approval Policies and Procedures All non-audit services provided to OneSource by PricewaterhouseCoopers are
properly approved in accordance with paragraph (c)(7)(i) of Rule 2-01 of
Regulation S-X of the Securities and Exchange Act. Before non-audit related
services are to be performed, the scope and estimated cost of such services are
presented to the audit committee for consideration and approval. There were no
such non-audit services provided by PricewaterhouseCoopers in 2003 that were
not pre-approved by the audit committee 
 PART IV 
 Item 15.Exhibits, Financial Statement Schedules, and Reports on Form 8-K OneSource hereby files as part of this Annual Report on Form 10-K/A the
exhibits listed below. Exhibits that are incorporated herein by reference can
be inspected and copied at the public reference rooms maintained by the United
States Securities and Exchange Commission in Washington, D.C.; New York, New
York; and Chicago, Illinois. Please call the United States Securities and
Exchange Commission at 1-800-SEC-0330 for further information on the public
reference rooms. United States Securities and Exchange Commission filings are
also available to the public from commercial document retrieval services and at
the web site maintained by the SEC at HTTP://WWW.SEC.GOV. 11




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##### Table of Contents



ExhibitNo.
    
    Description2.01
    
    Agreement and Plan of Merger, dated April 29, 2004, by and between
the Registrant, infoUSA Inc. and OSIS Acquisition Corp. (filed as
Exhibit 2.1 to Form 8-K dated April 29, 2004, and incorporated
herein by reference)31.01
    
    Rule 13a-14(a) / 15d-14(a) Certification31.02
    
    Rule 13a-14(a) / 15d-14(a) Certification
 12




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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. ONESOURCE INFORMATION SERVICES,
INC.By: /s/ MARTIN KAHNMartin KahnExecutive Chairman and
Chief Executive OfficerDate: April 29, 2004
 13