-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AYh7DPGeBmsYm0jICjd/wBrdFDd5JL1+lfUJkrSvgWZstnay15VULKbsReIot0I1 4JHgcErNoFI5NQe6vur9eA== 0000910195-98-000613.txt : 19981208 0000910195-98-000613.hdr.sgml : 19981208 ACCESSION NUMBER: 0000910195-98-000613 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19981207 EFFECTIVENESS DATE: 19981207 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EQUIFAX INC CENTRAL INDEX KEY: 0000033185 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-CONSUMER CREDIT REPORTING, COLLECTION AGENCIES [7320] IRS NUMBER: 580401110 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-68477 FILM NUMBER: 98764947 BUSINESS ADDRESS: STREET 1: 1600 PEACHTREE ST NW CITY: ATLANTA STATE: GA ZIP: 30302 BUSINESS PHONE: 4048858000 MAIL ADDRESS: STREET 1: 1600 PEACHTREE ST NW CITY: ATLANTA STATE: GA ZIP: 30309 FORMER COMPANY: FORMER CONFORMED NAME: RETAIL CREDIT CO DATE OF NAME CHANGE: 19760222 S-8 1 S-8 REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on December 7, 1998 Registration No. 333-_____ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- Form S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EQUIFAX INC. (Exact name of Registrant as specified in its charter) Georgia 57-0401110 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) ________________________ 1600 Peachtree Street, N.W. Atlanta, Georgia 30309 (404) 885-8000 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) ________________________ EQUIFAX INC. 1995 EMPLOYEE STOCK INCENTIVE PLAN ________________________ Bruce S. Richards, Esq. Corporate Vice President and General Counsel 1600 Peachtree Street, N.W. Atlanta, Georgia 30309 (404) 885-8000 (Name, address, including zip code, and telephone number, including area code, of agent for service) ________________________ Copies to: Larry D. Ledbetter, Esq. Kilpatrick Stockton LLP 1100 Peachtree Street, N.W. Atlanta, Georgia 30309
Calculation of Registration Fee - --------------------------------------------------------------------------------------------------------------------------------- Proposed Maximum Proposed Maximum Title of Securities Amount to Offering Price Aggregate Amount of to be Registered be Registered Per Share Offering Price Registration Fee - ---------------------------------------------------------------------------------------------------------------------------------- Common Stock, $1.25 par 3,000,000 shares $40.50 $121,500,000 $33,777 value - ---------------------------------------------------------------------------------------------------------------------------------- Estimated solely for the purpose of computing the registration fee. This amount was determined in accordance with Rules 457(c) and 457(h)(1) under the Securities Act of 1933, based on $40.50, the average of the high and low prices on the New York Stock Exchange on December 1, 1998.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents filed by the Registrant (file no. 000-06605) with the Commission are incorporated herein by reference and made a part hereof: (i) Annual Report of the Registrant on Form 10-K for the year ended December 31, 1997, as amended on May 15, 1998; (ii) Quarterly Reports of the Registrant on Form 10-Q for the quarters ended March 31, 1998, June 30, 1998 and September 30, 1998; (iii) Current Reports of the Registrant on Form 8-K filed on September 4, 1998 and September 28, 1998; and (iv) The description of the Common Stock in the Registrant's registration statements on Form 10, dated December 31, 1964, and on Form 8-A, filed on November 2, 1995. All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference herein and to be made a part hereof from the respective dates of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of the Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of the Registration Statement or this Prospectus. Copies of the above documents (other than exhibits to such documents unless such exhibits are specifically incorporated by reference into such documents) may be obtained upon written or oral request without charge from the Registrant, 1600 Peachtree Street, N.W. Atlanta, Georgia 30309 (telephone number (404) 885-8000), Attention: Bruce S. Richards, Esq., Corporate Vice President and General Counsel. As permitted by General Instruction E to Form S-8, in connection with this registration of additional shares the Registrant hereby incorporates by reference the contents of its registration statement on Form S-8 (file no. 033-58627) filed as of April 14, 1995. The following required opinion, consents and power of attorney are filed herewith as part of this Registration Statement: Exhibit Number Description - -------------- ----------- 5 Opinion of Kilpatrick Stockton LLP 23.1 Consent of Arthur Andersen LLP. 23.2 Consent of Kilpatrick Stockton LLP (included in Exhibit 5). 24 Power of Attorney (included in the signature page of this Registration Statement). SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the 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 Atlanta, State of Georgia, on this 30th day of November, 1998. EQUIFAX INC. By: /s/ David A. Post David A. Post Corporate Vice President and Chief Financial Officer Each person whose signature appears below hereby constitutes and appoints C.B. Rogers, Jr., and David A. Post and either of them, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8 and to cause the same to be filed, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby granting to said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing whatsoever requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all acts and things that said attorneys-in-fact and agents, or either of them or their substitutes or substitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- /s/ C. B. Rogers, Jr. Chairman of the Board November 30, 1998 C. B. Rogers, Jr. /s/ Thomas F. Chapman President, Chief Executive Officer and November 30, 1998 Thomas F. Chapman Director (principal executive officer) /s/ David A. Post Corporate Vice President and Chief November 30, 1998 David A. Post Financial Officer (principal financial officer) /s/ Philip J. Mazzilli Corporate Vice President, November 30, 1998 Philip J. Mazzilli Treasurer and Controller (principal accounting officer) Signature Title Date --------- ----- ---- __________________________ Director D. W. McGlaughlin /s/ Lee A. Ault, III Director November 30, 1998 Lee A. Ault, III /s/ John L. Clendenin Director November 20, 1998 John L. Clendenin /s/ A. W. Dahlberg Director November 24, 1998 A. W. Dahlberg /s/ Robert P. Forrestal Director November 23, 1998 Robert P. Forrestal /s/ L. Phillip Humann Director November 30, 1998 L. Phillip Humann /s/ Larry L. Prince Director November 30, 1998 Larry L. Prince /s/ D. Raymond Riddle Director November 24, 1998 D. Raymond Riddle /s/ Betty L. Siegel, Ph.D. Director November 20, 1998 Betty L. Siegel, Ph.D. /s/ Louis W. Sullivan, M.D. Director November 24, 1998 Louis W. Sullivan, M.D. EXHIBIT INDEX Exhibit Number - ------- 5 Opinion of Kilpatrick Stockton LLP 23.1 Consent of Arthur Andersen LLP. 23.2 Consent of Kilpatrick Stockton LLP (included in Exhibit 5). 24 Power of Attorney (included in the signature page of this Registration Statement).
EX-5 2 OPINION AND CONSENT OF COUNSEL EXHIBIT 5 Kilpatrick Stockton LLP 1100 Peachtree Street Suite 2800 Atlanta, Georgia 30309-4530 (404) 815-6175 December 4, 1998 Equifax Inc. 1600 Peachtree Street, N.W. Atlanta, Georgia 30309 Re: Form S-8 Registration Statement -- Equifax Inc. Equifax Inc. 1995 Employee Stock Incentive Plan Gentlemen: We have acted as counsel for Equifax Inc., a Georgia corporation (the "Company"), in connection with the preparation and filing of the form S-8 Registration Statement relating to the registration of 3,000,000 shares of the Company's common stock, $1.25 par value (the "Common Stock"), which is to be offered pursuant to the Company's 1995 Employee Stock Incentive Plan (the "Plan"). In connection with the preparation of said Registration Statement, we have examined certificates of public officials and originals or copies of such corporate records, documents and other instruments relating to the authorization and issuance of the shares of Common Stock as we have deemed relevant under the circumstances. On the basis of the foregoing, it is our opinion that: The Company was duly organized and incorporated and is validly existing under the laws of the State of Georgia, with an authorized capitalization consisting of 300,000,000 shares of Common Stock, par value $1.25 per share, and 10,000,000 shares of Preferred Stock, par value $.01 per share. The shares of Common Stock to be registered have been duly authorized, and the shares, when issued in accordance with the terms and conditions of the Plan, will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to said Registration Statement. Sincerely, KILPATRICK STOCKTON LLP By:/s/ Larry D. Ledbetter Larry D. Ledbetter, a partner EX-23 3 ACCOUNTANT'S CONSENT EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 19, 1998 included in Equifax Inc.'s Annual Report on Form 10-K for the year ended December 31, 1997, as amended on May 15, 1998, and to our reports included in or made a part of the Company's previously filed Registration Statement File No. 033-58627. ARTHUR ANDERSEN LLP Atlanta, Georgia December 4, 1998 -----END PRIVACY-ENHANCED MESSAGE-----