S-8 1 a2137322zs-8.htm S-8
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As filed with the Securities and Exchange Commission on June 4, 2004.

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
(State or other jurisdiction of
incorporation or organization)
  58-0401110
(I.R.S. Employer
Identification No.)

1550 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. Non-Employee Director Stock Option Plan
(Full Title of the Plan)


Kent E. Mast, Esq.
1550 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.E., Suite 2800
Atlanta, Georgia 30309
(404) 815-6500
(404) 815-6555 (fax)

CALCULATION OF REGISTRATION FEE


Title of Each Class of
Securities to be Registered(1)

  Amount to
be Registered(2)

  Proposed Maximum
Offering Price
per Share(2)

  Proposed Maximum
Aggregate
Offering Price(3)

  Amount of
Registration Fee


Common Stock, par value $1.25 per share   206,790 shares   $24.22   $4,881,744   $619

(1)
This registration statement also relates to an equal number of rights to purchase shares of Common Stock which are currently attached to and transferable only with shares of Common Stock registered hereby.
(2)
Together, pursuant to Rule 416(c) under the Securities Act of 1933 (the "Securities Act"), with an indeterminate number of shares that may be necessary to adjust the number of shares reserved for issuance pursuant to the Equifax Inc. Non-Employee Director Stock Option Plan (the "Plan") as the result of a stock split, stock dividend, reclassification of stock, corporate transaction or similar adjustment of the outstanding shares of Equifax Inc. (the "Registrant").
(3)
With respect to 76,976 shares of Common Stock underlying options issued under the Plan prior to the date hereof, calculated based on the exercise price of such options pursuant to Rule 457(h)(1) under the Securities Act. With respect to 129,814 shares of Common Stock underlying options to be issued in the future under the Plan, estimated solely for the purpose of determining the registration fee with respect to the shares being registered hereby pursuant to Rule 457(c) and (h)(1) under the Securities Act, based on $24.22, the average of the high and low prices of the Registrant's Common Stock on June 1, 2004, as reported on the New York Stock Exchange.




The Registrant previously registered 300,000 shares of Common Stock to be issued under the Plan. The purpose of this Registration Statement on Form S-8 is to register an additional 206,790 shares of Common Stock to be issued under the Plan. The contents of the Registrant's Registration Statement on Form S-8, as filed with the Securities and Exchange Commission on December 4, 1998 (Commission File No. 333-68421), which became effective on such date, relating to the registration of shares of Common Stock authorized for issuance under the Plan, are incorporated by reference herein in accordance with General Instruction E to Form S-8.


Item 8. Exhibits.

        The exhibits included as part of this Registration Statement are as follows:

Exhibit No.

  Description
  4.1   Articles II, III, IV, V and VI of the Registrant's Amended and Restated Articles of Incorporation, effective as of June 27, 1996 (incorporated by reference to Exhibit B to Registrant's Schedule 14A, filed on March 27, 1996).

  4.2

 

Articles One, Two, Three, Six, Seven, Eight, Nine, Ten and Eleven of the Registrant's Amended and Restated Bylaws, effective as of September 8, 2003 (incorporated by reference to Exhibit 3.2 to Registrant's Form 10-K for the year ended December 31, 2003, filed on March 11, 2004).

  4.3

 

Equifax Inc. Non-Employee Director Stock Option Plan and Agreement (incorporated by reference to Exhibit 10.16 to Registrant's Form 10-K for the year ended December 31, 1998, filed on March 31, 1999).

  4.4

 

Rights Agreement, dated as of October 25, 1995, between Equifax Inc. and SunTrust Bank, Atlanta with Form of Right Certificate attached as Exhibit "A" (incorporated by reference to Exhibit 4.3 to Registrant's Form 10-K for the year ended December 31, 2000, filed on March 29, 2001).

  5

 

Opinion and Consent of Kilpatrick Stockton LLP, Counsel to the Registrant.

23.1

 

Consent of Ernst & Young LLP.

23.2

 

Statement Pursuant to Rule 437a of the Securities Act of 1933 Regarding Absence of the Consent of Arthur Andersen LLP.

23.3

 

Consent of Kilpatrick Stockton LLP (included in Exhibit 5).

24

 

Power of Attorney (included on the Signature Page).


Item 9. Undertakings.

(a)    The undersigned Registrant hereby undertakes:

        (1)    To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

    (i)
    To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

    (ii)
    To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement;

    (iii)
    To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

1


        (2)    That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        (3)    To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)    The undersigned Registrant hereby undertakes that, for the purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act of 1934) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)    Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

2



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 June 4, 2004.

  EQUIFAX INC.

 

By:

/s/  
THOMAS F. CHAPMAN      
Thomas F. Chapman
Chairman and Chief Executive Officer


POWER OF ATTORNEY

        We, the undersigned directors and officers of Equifax Inc., do hereby appoint Thomas F. Chapman, Kent E. Mast and Donald T. Heroman, each our true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents, or any of them, may deem necessary or advisable to enable Equifax Inc. to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this Registration Statement of Equifax Inc. on Form S-8, including specifically, but without limitation, power and authority to sign for us or any of us in our names in the capacities indicated below, any and all amendments (including post-effective amendments) hereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents, or any one of them, shall do or cause to be done by virtue hereof. This Power of Attorney may be executed in multiple counterparts, each of which shall be deemed an original, but which taken together shall constitute one instrument.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on June 4, 2004.

/s/  THOMAS F. CHAPMAN      
Thomas F. Chapman
  Chairman of the Board and Chief Executive Officer
(Principal Executive Officer)

/s/  
DONALD T. HEROMAN      
Donald T. Heroman

 

Corporate Vice President and Chief Financial Officer
(Principal Financial Officer)

/s/  
NUALA M. KING      
Nuala M. King

 

Vice President and Corporate Controller
(Principal Accounting Officer)

/s/  
LEE A. AULT, III      
Lee A. Ault, III

 

Director

/s/  
JOHN L. CLENDENIN      
John L. Clendenin

 

Director

/s/  
JAMES E. COPELAND      
James E. Copeland

 

Director

[Signatures continued on following page]

 

 

 

3



[Signatures continued from preceding page]

/s/  
A. WILLIAM DAHLBERG      
A. William Dahlberg

 

Director

/s/  
L. PHILLIP HUMANN      
L. Phillip Humann

 

Director

/s/  
LEE A. KENNEDY      
Lee A. Kennedy

 

Director

/s/  
LARRY L. PRINCE      
Larry L. Prince

 

Director

/s/  
D. RAYMOND RIDDLE      
D. Raymond Riddle

 

Director

/s/  
LOUIS W. SULLIVAN, M.D.      
Louis W. Sullivan, M.D.

 

Director

/s/  
JACQUELYN M. WARD      
Jacquelyn M. Ward

 

Director

4



EXHIBIT INDEX

Exhibit No.

  Description
  4.1   Articles II, III, IV, V and VI of the Registrant's Amended and Restated Articles of Incorporation, effective as of June 27, 1996 (incorporated by reference to Exhibit B to Registrant's Schedule 14A, filed on March 27, 1996).

  4.2

 

Articles One, Two, Three, Six, Seven, Eight, Nine, Ten and Eleven of the Registrant's Amended and Restated Bylaws, effective as of September 8, 2003 (incorporated by reference to Exhibit 3.2 to Registrant's Form 10-K for the year ended December 31, 2003, filed on March 11, 2004).

  4.3

 

Equifax Inc. Non-Employee Director Stock Option Plan and Agreement (incorporated by reference to Exhibit 10.16 to Registrant's Form 10-K for the year ended December 31, 1998, filed on March 31, 1999).

  4.4

 

Rights Agreement, dated as of October 25, 1995, between Equifax Inc. and SunTrust Bank, Atlanta with Form of Right Certificate attached as Exhibit "A" (incorporated by reference to Exhibit 4.3 to Registrant's Form 10-K for the year ended December 31, 2000, filed on March 29, 2001).

  5

 

Opinion and Consent of Kilpatrick Stockton LLP, Counsel to the Registrant.

23.1

 

Consent of Ernst & Young LLP.

23.2

 

Statement Pursuant to Rule 437a of the Securities Act of 1933 Regarding Absence of the Consent of Arthur Andersen LLP.

23.3

 

Consent of Kilpatrick Stockton LLP (included in Exhibit 5).

24

 

Power of Attorney (included on the Signature Page).

5




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SIGNATURES
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EXHIBIT INDEX