-----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, Jf9SiAQJrSgaFkiDwl5B9NbfpxIn18fnOHKwVU1SzaCnmeFXgUBrcT1Grdk2ikh5 bsrPYelxLnrgYOj4dVm5WQ== 0000931763-97-002177.txt : 19971219 0000931763-97-002177.hdr.sgml : 19971219 ACCESSION NUMBER: 0000931763-97-002177 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19971218 EFFECTIVENESS DATE: 19971218 SROS: NYSE 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: 333-42613 FILM NUMBER: 97740634 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 FORM S-8 As filed with the Securities and Exchange Commission on December 18, 1997 Registration No. 33-___________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ___________________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ___________________________ EQUIFAX INC. (Exact name of issuer as specified in its charter) GEORGIA 58-040110 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1600 Peachtree Street, N.W. Atlanta, Georgia 30309 (Address of principal executive office) ___________________________ EQUIFAX INC. 1981 INCENTIVE STOCK OPTION AND LIMITED STOCK APPRECIATION RIGHTS PLAN (Full title of the plan) ___________________________ BRUCE S. RICHARDS, ESQ. Corporate Vice President and General Counsel Equifax Inc. 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) With a copy to James H. Landon, Esq. Jones, Day, Reavis & Pogue One SunTrust Plaza 303 Peachtree Street Atlanta, Georgia 30308 404/581-8907 CALCULATION OF REGISTRATION FEE
======================================================================================================================= Proposed maximum Proposed maximum Title of securities Amount to be offering price aggregate Amount of to be registered registered per share(1) offering price(1) registration fee - ----------------------------------------------------------------------------------------------------------------------- Common Stock, $1.25 9,982 $34.5625 $345,003 $105 par value shares =======================================================================================================================
(1)Estimated solely for the purpose of computing the registration fee. This Amount was calculated pursuant to Rule 457(c) on the basis of $34-9/16 per share, which was the average of the high and low prices of the Common Stock on the New York Stock Exchange on December 16, 1997. The contents of the Form S-8 Registration Statement (Registration No. 33-40011) relating to the Equifax Inc. 1981 Incentive Stock Option and Limited Stock Appreciation Rights Plan are incorporated by reference, except as modified below: Part II Information Required In The Registration Statement Item 6. Indemnification of Directors and Officers - ------ ----------------------------------------- The Georgia Business Corporation Code permits, and the Company=s Bylaws require, the Company to indemnify any person who was or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (which could include actions, suits or proceedings under the Securities Act of 1933, as amended (the "Securities Act")), whether civil, criminal, administrative, or investigative (other than an action brought by or on behalf of the Company) by reason of the fact that such person is or was a director or officer of the Company or is or was serving at the request of the Company as a director or officer of another corporation, partnership, joint venture, trust, or other enterprise, against all expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in a manner he reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. With regard to actions or suits by or in the right of the Company, indemnification is limited to reasonable expenses incurred in connection with the proceeding and generally is not available in connection with such a proceeding in which such person was adjudged liable to the Company. In addition, the Company carries insurance on behalf of directors and officers that may cover liabilities under the Securities Act. Item 8. Exhibits - ------ -------- Exhibit Description - ------- ----------- 5 Opinion of Jones, Day, Reavis & Pogue regarding legality of shares being registered 23(a) Consent of Jones, Day, Reavis & Pogue (contained in Exhibit 5) 23(b) Consent of Arthur Andersen LLP 24 Power of Attorney (included as part of signature page) 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 18th day of December, 1997. EQUIFAX INC. By: /s/ Bruce S. Richards ----------------------------- Bruce S. Richards Corporate Vice President and General Counsel Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities indicated below on the 18th day of December, 1997. Each person whose signature appears below constitutes and appoints C. B. Rogers, Jr., D. W. McGlaughlin and Thomas F. Chapman, jointly and severally, his true and lawful attorneys-in-fact each, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratify and confirming all that said attorneys-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Signature Title - --------- ----- /s/ C. B. Rogers, Jr. Chairman of the Board - ---------------------------- C. B. Rogers, Jr. /s/ Daniel W. McGlaughlin Vice Chairman and Chief - ---------------------------- Executive Officer Daniel W. McGlaughlin /s/ Thomas F. Chapman President, Chief Operating - ---------------------------- Officer and Director Thomas F. Chapman /s/ David A. Post Corporate Vice President & Chief - ---------------------------- Financial Officer David A. Post /s/ Philip J. Mazzilli Corporate Vice President, Treasurer and - ---------------------------- Controller (Principal Accounting Officer) Philip J. Mazzilli Director - ---------------------------- Lee A. Ault, III /s/ John L. Clendenin Director - ---------------------------- John L. Clendenin Director - ---------------------------- A. William Dahlberg Director - ---------------------------- Robert P. Forrestal /s/ L. Phillip Humann Director - ---------------------------- L. Phillip Humann /s/ Larry L. Prince Director - ----------------------------- Larry L. Prince /s/ D. Raymond Riddle Director - ----------------------------- D. Raymond Riddle Director - ----------------------------- Betty L. Siegel, Ph.D. /s/ Louis W. Sullivan, M.D. Director - ----------------------------- Louis W. Sullivan, M.D. EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 5 Opinion of Jones, Day, Reavis & Pogue 23(a) Consent of Jones, Day, Reavis & Pogue (contained in Exhibit 5) 23(b) Consent of Arthur Andersen LLP 24 Power of Attorney (included as part of signature page) EX-5 2 OPINION OF JONES DAY REAVIS & POGUE EXHIBIT 5 [Letterhead of Jones, Day, Reavis & Pogue Appears Here] December 15, 1997 Equifax Inc. 1600 Peachtree Street Atlanta, GA 30309 Gentlemen: We have served as counsel to Equifax Inc. (the "Company"), a Georgia corporation, in connection with the registration under the Securities Act of 1933, as amended, pursuant to the Company's Registration Statement on Form S-8, of a proposed offering of 9,982 shares of the Company's Common Stock $1.25 par value (the "Common Stock") issuable pursuant to the Company's 1981 Incentive Stock Option and Limited Stock Appreciation Rights Plan. We have examined and are familiar with originals or copies certified or otherwise identified to our satisfaction of such documents, corporate records and other instruments relating to the incorporation of the Company and to the authorization and issuance of the Common Stock as we have deemed necessary and advisable. Based upon the foregoing and having regard for such legal considerations as we have deemed relevant, it is our opinion that: (1) the Company is a corporation duly incorporated and validly existing under the laws of the State of Georgia; and (2) the Common Stock has been duly authorized and, when transferred or issued as contemplated in said Registration Statement, will be validly issued, fully paid and nonassessable. We do hereby consent to the reference to our firm under the heading "Legal Opinion" in the said Registration Statement and to the filing of this opinion as Exhibit "5" thereto. Very truly yours, /s/ Jones, Day, Reavis & Pogue - ------------------------------ Jones, Day, Reavis & Pogue EX-23.B 3 CONSENT OF ARTHUR ANDERSEN LLP EXHIBIT 23(B) CONSENT OF INDEPENDENT ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated February 14, 1997 included in Equifax Inc.'s Form 10-K for the year ended December 31, 1996. /s/ Arthur Andersen LLP ARTHUR ANDERSEN LLP December 15, 1997 -----END PRIVACY-ENHANCED MESSAGE-----