<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 20, 2000
REGISTRATION NO. 333-________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
DBT ONLINE, INC.
(Exact name of Registrant as specified in its charter)
PENNSYLVANIA 85-0439411
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
5550 W. FLAMINGO ROAD, SUITE B-5
LAS VEGAS, NEVADA 89103
(702) 257-1112
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
------------------
RONALD A. FOURNET
PRESIDENT AND CHIEF EXECUTIVE OFFICER
4530 BLUE LAKE ROAD
BOCA RATON, FLORIDA 33431
(561) 982-5000
(Name and address, including zip code, and telephone
number, including area code, of agent for service)
COPIES TO:
JOHN S. FLETCHER, ESQ.
MORGAN, LEWIS & BOCKIUS LLP
5300 FIRST UNION FINANCIAL CENTER
200 SOUTH BISCAYNE BLVD.
MIAMI, FLORIDA 33131
(305) 579-0300
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended (the "Securities Act"), other than securities offered only in
connection with dividend or interest reinvestment plans, check the following
box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
================================================================================
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF EACH CLASS PROPOSED MAXIMUM PROPOSED MAXIMUM
OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED SECURITY(1) PRICE(1) REGISTRATION
---------------- ---------- ----------- -------- ------------
<S> <C> <C> <C> <C>
Common Stock,
par value $.10 per 630,139 shares $17.19 $10,832,089 $2,859.67
share
</TABLE>
- ---------------
(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, as amended,
and based upon the average of the high and low prices of the Common
Stock reported on The New York Stock Exchange on April 19, 2000.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
================================================================================
<PAGE> 3
630,139 Shares
DBT ONLINE, INC.
COMMON STOCK
----------------------
This prospectus relates to the offer and sale of 329,172 shares of
common stock of DBT Online, Inc. underlying warrants granted to one of our
shareholders and 300,967 shares of common stock of DBT Online, Inc. we are
required to register as a result of our acquisition of I.R.S.C., Inc. We will
not receive any of the proceeds from the sale of the shares offered through this
prospectus. All expenses of registration of the shares which may be offered
through this prospectus under the Securities Act will be paid by us (other than
underwriting discounts and selling commissions, and fees and expenses of
advisors to the selling shareholders).
Our common stock is traded on The New York Stock Exchange under the
symbol "DBT." On April 19, 2000, the closing price of the common stock as
reported on The New York Stock Exchange was $17.19.
--------------------------------------
THE SHARES OFFERED THROUGH THIS PROSPECTUS INVOLVE A HIGH DEGREE OF RISK.
SEE "RISK FACTORS" COMMENCING ON PAGE 2.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
-------------------------------
The date of this prospectus is April __, 2000
<PAGE> 4
TABLE OF CONTENTS
PAGE
----
RECENT MATERIAL EVENTS 1
RISK FACTORS 2
FORWARD-LOOKING STATEMENTS 7
USE OF PROCEEDS 7
SELLING SHAREHOLDERS 8
PLAN OF DISTRIBUTION 9
LEGAL MATTERS 10
EXPERTS 10
WHERE YOU CAN FIND MORE INFORMATION 10
SIGNATURES 16
--------------------
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR TO
WHICH WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
INFORMATION THAT IS DIFFERENT. THIS DOCUMENT MAY ONLY BE USED WHERE IT IS LEGAL
TO SELL THESE SECURITIES. THE INFORMATION CONTAINED IN THIS DOCUMENT MAY ONLY BE
ACCURATE ON THE DATE OF THIS DOCUMENT.
--------------------
Our logo and certain titles and logos of our products mentioned in this
document are our service marks and trademarks. Each brand name and trademark
appearing in this prospectus is the property of its holder.
<PAGE> 5
RECENT MATERIAL EVENTS
On March 14, 2000, ChoicePoint, Inc. filed a Registration Statement on
Form S-4 whereby ChoicePoint, Inc. and DBT Online, Inc. disclosed the Agreement
and Plan of Merger among ChoicePoint, Inc., ChoicePoint Acquisition Corp. and
DBT Online, Inc., which was unanimously approved by our board of directors, and
which will be put to a vote of our shareholders at a Special Meeting of the
Shareholders on May 16, 2000. If a majority of our shareholders vote in favor of
such Agreement and Plan of Merger, each share of our common stock will convert
into 0.525 shares of common stock of ChoicePoint, Inc.
<PAGE> 6
RISK FACTORS
YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED BELOW BEFORE PURCHASING
OUR COMMON STOCK. OUR MOST SIGNIFICANT RISKS AND UNCERTAINTIES ARE DESCRIBED
BELOW; HOWEVER, THEY ARE NOT THE ONLY ONES WE FACE. IF ANY OF THE FOLLOWING
RISKS ACTUALLY OCCUR, OUR BUSINESS, FINANCIAL CONDITION OR RESULTS OF OPERATIONS
COULD BE MATERIALLY ADVERSELY AFFECTED, THE TRADING PRICE OF OUR COMMON STOCK
COULD DECLINE AND YOU MAY LOSE ALL OR PART OF YOUR INVESTMENT.
WE RELY HEAVILY ON ONE PRODUCT. WE MAY NOT BE ABLE TO DEVELOP NEW
PRODUCTS OR ENHANCE OUR EXISTING PRODUCTS.
We rely heavily on AutoTrack(sm), our primary investigative search product. For
the year ended December 31, 1999, AutoTrack accounted for approximately 69% of
our revenues. AutoTrack competes in markets characterized by rapidly changing
technology, evolving industry standards and frequent new product introductions.
Our success will depend to a substantial degree upon our ability to develop in a
timely fashion enhancements to AutoTrack and to introduce new products that meet
changing customer requirements and emerging industry standards. In order to meet
these demands, we continuously evaluate opportunities to enhance AutoTrack and
to develop or acquire new products that would utilize our supply of public
records information. We may not be able to identify, develop, produce, acquire,
market or support new products, or these new products may not gain market
acceptance. In addition, some of our new product introductions or enhancements
may shorten the life cycle of existing products, including AutoTrack. Failure to
introduce new products or product enhancements effectively and on a timely basis
could have a material adverse effect on our business, results of operations and
financial condition. Furthermore, the development by our competitors of products
that would make AutoTrack obsolete could materially adversely affect our
business, results of operations and financial condition.
DURING THE FIRST HALF OF 1999, SOME OF OUR LAW ENFORCEMENT CUSTOMERS
SUSPENDED USE OF OUR PRODUCTS AND SERVICES. THOUGH ONE OF THESE LAW
ENFORCEMENT CUSTOMERS RECENTLY LIFTED ITS SUSPENSION, FURTHER
SUSPENSION OF USE OF OUR PRODUCTS AND SERVICES COULD MATERIALLY
ADVERSELY AFFECT OUR BUSINESS, RESULTS OF OPERATIONS AND REPUTATION.
During the first half of 1999, the Drug Enforcement Administration (DEA) and the
Federal Bureau of Investigations (FBI) suspended their use of DBT's products and
services. These agencies expressed concern about whether the target and content
of their searches on our databases were accessible by current or former DBT
employees. After completing an analysis of our databases and operating
procedures, the DEA recently lifted its suspension of our products and services.
However, the DEA has not yet returned to its customary level of use prior to the
suspension. The FBI continues to analyze our databases and operating procedures.
The failure of these agencies to resume full use of our services, or any
additional suspensions of use by other customers, could have a material adverse
effect on our business, results of operations and reputation.
EFFICIENT USE OF OUR DATABASES DEPENDS ON OUR ACCESS TO SOCIAL SECURITY
NUMBERS.
Social security numbers are the primary organizing principles that we use to
generate our reports. Social security numbers could become unavailable to us in
the future because of changes in the law or because our data suppliers decide
2
<PAGE> 7
not to supply them to us. If we cannot obtain social security numbers in the
future, our ability to generate reports efficiently will be reduced. We can and
do use names, addresses and dates of birth to generate our reports. However,
without the use of social security numbers, we believe that those reports would
not be as complete or accurate as reports generated with social security
numbers. We also would incur significant expense to revise the software we use
to generate reports. Less complete or less accurate reports could adversely
affect our business, results of operations and financial condition.
WE RELY ON TWO SUPPLIERS FOR THE CREDIT HEADER DATA IN OUR DATABASE.
We obtain the credit header data in our database from two consumer credit
reporting agencies. The data consists of names, addresses, social security
numbers and dates of birth. The two consumer credit agencies are Experian
Information Solutions, Inc. and Trans Union Corporation. One or both of these
suppliers could stop supplying this data to us or could substantially increase
their prices. This would materially adversely affect our business, results of
operations and financial condition.
LEGISLATORS AND CONSUMERS ARE INCREASINGLY SCRUTINIZING EXISTING
FEDERAL AND STATE LAWS RELATING TO PRIVACY AND THE USE OF PERSONAL
INFORMATION AND PROPOSING NEW PRIVACY LAWS. IF THESE LAWS BECOME MORE
RESTRICTIVE, WE COULD HAVE LESS INFORMATION TO SUPPLY TO CUSTOMERS AND
OUR BUSINESS COULD BE HARMED.
Many privacy and consumer advocates and federal regulators have become
increasingly concerned with public access to or use of personal information,
particularly social security numbers and dates of birth. We use personal
information to search our databases and to access information in databases of
others. Various federal regulators and organized groups have lobbied and are
expected to continue to lobby for the adoption of new or additional federal and
state legislation to regulate the widespread dissemination or commercial use of
personal information. If federal or state laws are amended or enacted in the
future to further restrict access and use of personal information, we could have
less information to provide to our customers and our business and results of
operations could be adversely affected.
OUR ARRANGEMENTS WITH DATA SUPPLIERS ARE NON-EXCLUSIVE, WHICH MAKES US
VULNERABLE TO COMPETITION, AND GENERALLY SHORT-TERM, WHICH MAKES US
SUSCEPTIBLE TO PRICE INCREASES OR NON-RENEWAL.
The ability of others to obtain the same data as us or our failure to obtain the
data necessary for our products at commercially reasonable costs or at all could
materially adversely affect our business and results of operations. We obtain
the raw data that we provide to customers from credit reporting agencies,
government agencies, data aggregators, competitors and other sole source third
party suppliers on a non-exclusive basis. Due to the non-exclusive nature of
these relationships, we cannot prevent others from making publicly available the
same information that we offer to our customers. Our agreements with our
suppliers are generally short-term agreements and some of our suppliers directly
compete with us, both of which make us vulnerable to unpredictable price
increases or non-renewal. Increases in the cost of obtaining information from
suppliers could force us to find alternative sources of information which may
not be available on suitable terms. Non-renewal of existing agreements by
suppliers, or our failure after non-renewal to enter into new agreements with
alternative third party suppliers, could decrease the amount of information we
can offer to customers and, consequently, reduce customer use of our products.
In addition, some of the data we receive from governmental sources is not
available from other sources and therefore cannot be replaced.
3
<PAGE> 8
OUR MARKETS ARE HIGHLY COMPETITIVE AND HAVE RELATIVELY LOW BARRIERS TO
ENTRY. OUR INABILITY TO RESPOND SUCCESSFULLY TO THE EFFORTS OF OUR
COMPETITORS MAY ADVERSELY AFFECT OUR BUSINESS AND RESULTS OF
OPERATIONS.
Competition within our markets is intense and based mainly on price, speed, the
comprehensiveness of data and our ability to provide information in an
easy-to-read format. Although we believe that we maintain more historical
information than our competitors, our markets are highly fragmented and have
relatively few barriers to entry. As a result, new companies may enter into
direct competition with us, and existing competitors could increase their market
share within our customer markets. Either of these developments could adversely
affect our business and results of operations.
In addition, many of our competitors have greater financial and marketing
resources than we do. Our competitors may gain significant competitive
advantages by increasing efforts to further penetrate their existing client
bases and business relationships. These competitors and other potential
competitors may undertake more extensive marketing campaigns, adopt more
aggressive pricing policies and devote more resources to developing public
record search services for individual or corporate clients than we are willing
or able to accomplish. Our competitors or potential competitors may develop
services that are superior to or less expensive than ours or create products
that achieve greater market acceptance than ours. In response to these
competitive pressures, we may make service or marketing decisions, such as
reducing our prices or increasing our advertising, which may affect our
operating results. If we are unsuccessful in responding to our competitors, our
business and results of operations may be materially adversely affected.
WE FACE SECURITY RISKS RELATED TO OUR ELECTRONIC TRANSMISSION OF
CONFIDENTIAL INFORMATION. FRAUDULENT USE OF CREDIT CARD DATA COULD
ADVERSELY AFFECT OUR BUSINESS.
We rely on encryption and other technologies to verify customers' identities and
to effect secure transmission of confidential information. Advances in computer
capabilities, new discoveries in the field of cryptography, or other events or
developments may result in a compromise or breach of the security measures used
by us to protect customer transaction data. Breaches of our security could harm
our reputation and customers' willingness to use our services. Security breaches
could also cause interruptions in our operations and force us to expend
significant money and other resources to alleviate any resulting problems.
Security breaches involving the storage and transmission of our customers'
proprietary information, including credit card numbers, could expose us to risk
of loss or litigation. We may also suffer losses as a result of online customer
orders placed with fraudulent credit card data even though the associated
financial institution approved payment of the orders. Under current credit card
practices, a merchant is liable for fraudulent credit card transactions where,
as is the case with transactions processed by KnowX.com, that merchant does not
obtain a cardholder's signature. We maintain business interruption insurance to
mitigate losses associated with operational interruptions caused by any security
breaches. Any breach of our security or fraudulent use of credit card data could
have a material adverse effect on our business and results of operations.
4
<PAGE> 9
WE MAY NOT BE SUCCESSFUL IN EXPANDING OUR INFRASTRUCTURE AND RECRUITING
QUALIFIED PERSONNEL, BOTH OF WHICH WE NEED TO MANAGE OUR RAPID GROWTH.
We are experiencing periods of rapid growth associated with the implementation
of our growth strategy. Rapid growth could significantly strain our
communication and networking infrastructure, management team and financial
resources. To manage our growth effectively, we will need to continuously
enhance our information and operational systems, including our operating
systems, database software and our financial systems and controls. We will also
need to attract, train and retain additional senior managers, technical
professionals, including programmers, and other employees. As we offer new
services and pursue new customer markets, such as the consumer, banking and
health care markets, we will need to increase our executive and sales and
support personnel. Our business and results of operations may be adversely
affected if we are unable to expand and continually improve our operational
infrastructure or to recruit and integrate appropriate personnel.
OUR SERVICES ARE SUBJECT TO VARIOUS FEDERAL AND STATE LAWS AND
LICENSING REQUIREMENTS.
In connection with some services we provide, particularly pre-employment
background checks by IRSC, we are considered a "consumer reporting agency," as
this term is used in the Fair Credit Reporting Act. We are therefore required to
comply with the various consumer credit disclosure requirements of the Fair
Credit Reporting Act. Noncompliance with the Fair Credit Reporting Act can
result in enforcement actions and fines by both the Federal Trade Commission and
state attorneys general. Willful or negligent noncompliance could result in
civil liability. Similarly, there are a number of states that have laws similar
to the Fair Credit Reporting Act. Further, many state laws limit the type of
information that can be made available to the public. In addition, some state
laws may require us to be licensed in order to conduct pre-employment background
checks. Customers in these states can access our websites, which may subject us
to the laws of those states. Although we believe we have obtained the necessary
licenses in each state where appropriate for our business, any failure to
maintain required licenses could have a material adverse effect on our business
and results of operations. In the event we are determined to have violated these
federal or state laws, we could be subject to substantial civil and criminal
liability which could have a material adverse effect on our business and results
of operations.
WE HAVE A LIMITED OPERATING HISTORY ON THE INTERNET. BECAUSE OF OUR
RELATIVE NEWNESS TO THE INTERNET, ITS RAPIDLY CHANGING MARKETPLACE AND
THE UNPREDICTABLE GROWTH OF THE ELECTRONIC INFORMATION MARKET, IT IS
DIFFICULT TO EVALUATE OUR BUSINESS AND PROSPECTS.
We have recently launched and acquired Internet products and, consequently, do
not have a long operating history on the Internet. We may be unable to
effectively use Internet technology or adapt to its rapid changes. Furthermore,
we may be unable to accurately forecast customer behavior and recognize or
respond to emerging trends, changing preferences or competitive factors on the
Internet. Any evaluation of our business and prospects must be made in light of
the risks and difficulties frequently encountered by companies offering services
in new and rapidly evolving markets such as the Internet. The Internet
marketplace is characterized by rapidly changing consumer preferences, low
barriers to entry for competitors and rapidly changing technologies. Failure to
recognize or respond to these factors may result in a material adverse effect on
our business and prospects. Expanding the KnowX.com and AutoTrack Internet
products and increasing the market awareness of our Internet services may be
complicated, time-consuming and expensive. In addition, it is difficult to
predict the size and future growth rate, if any, of the electronic information
market. The market for electronic information services may not continue to
develop or may become unprofitable. New and evolving trends, including the trend
toward low-cost and enhanced access to public information on the Internet, may
hinder the growth of our market.
5
<PAGE> 10
WE MAY HAVE DIFFICULTY IDENTIFYING, COMPLETING AND INTEGRATING
ACQUISITIONS, WHICH COULD DECREASE OUR EARNINGS.
Our growth depends in part on our ability to identify complementary acquisition
candidates and to effectively combine the operations of acquired companies with
our own. Complementary acquisition candidates may not be available, or may be
unwilling to complete acquisitions on suitable terms. We may be unable to
finance acquisitions. Using cash to finance acquisitions may reduce the funds we
have available for other corporate purposes. The issuance of common stock to
finance acquisitions could be substantially dilutive to existing shareholders.
Once we have acquired a business, the integration process may require changes in
the operating technologies and strategies of the acquired business. For example,
we could have difficulty integrating KnowX.com and Informed into our current
business, including linking our databases to the newly acquired products. The
integration of acquired businesses may also divert management's attention from
its day to day responsibilities. Any difficulties we encounter in the
integration process could reduce the earnings we generate from acquired
businesses, which may have a material adverse effect on our business and results
of operations.
6
<PAGE> 11
FORWARD-LOOKING STATEMENTS
Information included or incorporated by reference in this prospectus may
contain forward-looking statements within the meaning of Section 27A of the
Securities Act and Section 21E of the Exchange Act. This information may involve
known and unknown risks, uncertainties and other factors which may cause our
actual results, performance or achievements to be materially different from the
future results, performance or achievements expressed or implied by any
forward-looking statements. Forward-looking statements, which involve
assumptions and describe our future plans, strategies and expectations, are
generally identifiable by use of the words "may," "will," "should," "expect,"
"anticipate," "estimate," "believe," "intend" or "project" or the negative of
these words or other variations on these words or comparable terminology.
This prospectus contains forward-looking statements that address, among
other things, limited experience with Internet business, the integration of
acquisitions, growth strategy, computer system capabilities, availability of
data and customer demand. Actual events or results may differ materially from
those discussed in forward-looking statements as a result of various factors,
including, without limitation, the risks outlined under "Risk Factors" and
matters described in this prospectus generally.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the common stock
offered through this prospectus.
7
<PAGE> 12
SELLING SHAREHOLDERS
The following table sets forth information with respect to West Publishing
Company ("West"), the parent company of Information America, Inc., which
received warrants to acquire shares of our common stock in connection with our
acquisition of KnowX.com and Informed, and Sharon L. Guenther and Jack Reed, who
received unregistered shares of our common stock in connection with our
acquisition of I.R.S.C., Inc. The table includes (1) the number and approximate
percentage of shares beneficially owned by West, Sharon L. Guenther and Jack
Reed as of April 19, 2000; (2) the number of shares registered for sale; and (3)
the number and approximate percentage of shares to be owned by West, Sharon L.
Guenther and Jack Reed after the completion of this offering. The warrants
granted to West have a life of one and a half years and an exercise price of
$52.50. The address of West Publishing Company is 610 Opperman Drive, Eagan,
Minnesota, 55123.
<TABLE>
<CAPTION>
SHARES SHARES
BENEFICIALLY BENEFICIALLY
OWNED NUMBER OF OWNED
BEFORE OFFERING SHARES AFTER OFFERING
------------------------ BEING ---------------------
NAME NUMBER(1) PERCENT OFFERED NUMBER PERCENT
- ---- --------- ------- ------- ------ -------
<S> <C> <C> <C> <C> <C>
West Publishing Company.......................... 329,172 1.4% 329,172 -- --
Jack Reed........................................ 250,792 1.1% 250,792 -- --
Sharon L. Guenther............................... 50,175 * 50,175 -- --
</TABLE>
- ------------------------
* less than 1%.
(1) This number includes the unexercised warrants of West.
We have agreed to use our best efforts to keep this Registration Statement
effective until the earlier of (1) the first date on which the selling
shareholder disposes of all of the shares underlying the warrants (except for a
transfer to an affiliate of the selling shareholder), (2) the expiration of the
exercise period if no such shares are then outstanding or (3) 180 days following
the expiration of the exercise period.
8
<PAGE> 13
PLAN OF DISTRIBUTION
The shares of common stock underlying warrants registered in this
prospectus and owned by the selling shareholders may be offered and sold by
means of this prospectus from time to time as market conditions permit in the
over-the-counter market, or otherwise at prices and terms then prevailing or at
prices related to the then-current market price, or in negotiated transactions.
These shares may be sold by one or more of the following methods, without
limitation:
o a block trade in which a broker or dealer so engaged will attempt to
sell the shares as agent but may position and resell a portion of
the block as principal to facilitate the transaction;
o a purchase by a broker or dealer as principal and resale by such
broker or dealer for its account pursuant to this prospectus;
o ordinary brokerage transactions and transactions in which the broker
solicits a purchase; and
o face-to-face transactions between sellers and purchasers without a
broker or dealer.
In effecting sales, brokers or dealers engaged by the selling shareholders may
arrange for other brokers or dealers to participate. These brokers or dealers
may receive commissions or discounts from selling shareholders in amounts to be
negotiated.
The selling shareholders and any brokers or dealers who act in
connection with the sale of the shares hereunder may be deemed to be
"underwriters" within the meaning of 2(11) of the Securities Act, and any
commissions received by them or any profit on any resale of the shares as
principal might be deemed to be underwriting discounts and commissions under the
Securities Act. We have agreed, pursuant to the Common Stock Purchase Warrant
dated as of September 23, 1999, to indemnify and hold harmless, against loss,
claim, damage or liability arising out of an untrue statement of a material fact
or an omission to state a material fact in any registration statement or
amendment or supplement to any registration statement, the selling shareholder
and each person, if any, who controls the selling shareholder within the meaning
of the Securities Act and any underwriter who participates in the distribution
of the common stock underlying warrants.
We have advised the selling shareholders that, during such time as they
may be engaged in a distribution of the shares of common stock included herein,
they must comply with the applicable provisions of Regulation M under the
Exchange Act, as amended, and, in connection therewith, the selling shareholders
may not engage in any stabilization activity in connection with any of our
securities, that they must furnish copies of this prospectus to each
broker-dealer through which the shares of our common stock included herein may
be offered, and that they may not bid for or purchase any of our securities or
attempt to induce any person to purchase any of our securities except as
permitted under Regulation M. The selling shareholders have also agreed to
inform us and broker-dealers through whom sales may be made hereunder when the
distribution of the shares is completed.
In connection with this offering, any underwriters or selling group
members or their affiliates may engage in passive market making transactions in
our common stock on The New York Stock Exchange in accordance with Regulation M
under the Exchange Act.
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<PAGE> 14
LEGAL MATTERS
The validity of the issuance of the shares of common stock offered in this
prospectus will be passed upon for us by Morgan, Lewis & Bockius LLP,
Philadelphia, Pennsylvania.
EXPERTS
The consolidated financial statements of DBT Online, Inc. and subsidiaries
(except I.R.S.C., Inc. and subsidiaries as of December 31, 1998 and for the two
years then ended) as of December 31, 1999 and 1998 and for each of the three
years in the period ended December 31, 1999 and the related financial statement
schedules incorporated in this registration statement by reference from DBT
Online, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1999,
have been audited by Deloitte & Touche LLP, as stated in their reports which are
incorporated herein by reference. The consolidated financial statements of
I.R.S.C., Inc. and subsidiaries (consolidated with those of DBT Online, Inc.) as
of December 31, 1998 and for the two years then ended have been audited by
Corbin & Wertz, as stated in their report which is incorporated herein by
reference. The consolidated financial statements of DBT Online, Inc. and
subsidiaries are incorporated by reference in this registration statement in
reliance upon the respective reports of such firms in each case given upon their
authority as experts in accounting and auditing. Deloitte & Touche LLP and
Corbin & Wertz are independent auditors.
WHERE YOU CAN FIND MORE INFORMATION
The Commission permits us to "incorporate by reference" the information we
file with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and information that we file with the
Commission after the date of this prospectus will automatically update and
supersede this information. However, any information contained herein shall
modify or supersede information contained in documents we filed with the
Commission before the date of this prospectus.
The following documents, as filed by the Registrant with the Securities and
Exchange Commission (the "Commission"), are incorporated by reference in this
Registration Statement:
(a) Annual Report on Form 10-K, filed with the Commission on March 10,
2000, for the fiscal year ended December 31, 1999;
(b) Current Report on Form 8-K, filed with the Commission on February
15, 2000;
(c) Quarterly Report on Form 10-Q/A, filed with the Commission on March
7, 2000;
(d) The description of the Common Stock of the Registrant set forth in
the "Description of Securities" included in the Registration Statement on Form
8-A filed with the Commission effective on September 5, 1997; and
(e) Registration Statement on Form S-4, filed by ChoicePoint Inc. with
the Commission on February 14, 2000.
All reports and other documents filed by the Registrant and the Plan
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, after the date of this registration statement and prior to the filing
of a post-effective amendment that indicates that all securities offered hereby
have been sold or that deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be part hereof from the
date of filing of such documents.
Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes hereof to the extent
that a statement contained herein (or in any other subsequently filed document
that is also 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 hereof.
If you request a copy of any or all of the documents incorporated by
reference by written or oral request, then we will send to you the copies you
requested at no charge. However, we will not send exhibits to such documents,
unless such exhibits are specifically incorporated by reference in such
documents. You should direct requests for such copies to DBT Online, Inc., 4530
Blue Lake Road, Boca Raton, Florida 33431, Attention: General Counsel, (561)
982-5000.
In addition, we file reports, proxy statements and other information with
the Commission under the Exchange Act. You may read and copy this information at
the following locations of the Commission: (1) Room 1024, 450 Fifth Street,
N.W., Washington, D.C. 20549, (2) Midwest Regional Office, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511, and (3) Northeast Regional
Office, Seven World Trade Center, New York, New York 10048.
You may also obtain copies of this information by mail from the Public
Reference Section of the Commission at 450 Fifth Street, NW, Washington, D.C.
20549, at prescribed rates. Further information on the operation of the
Commission's Public Reference Room in Washington, D.C. can be obtained by
calling the Commission at 1-800-SEC-0330.
The Commission also maintains an Internet world wide web site that contains
reports, proxy statements and other information about issuers, such as us, who
file electronically with the Commission. The address of that site is
http://www.sec.gov.
Our common stock is listed on The New York Stock Exchange under the symbol
"DBT". You may also obtain reports, proxy statements and other information
concerning our listing on The New York Stock Exchange at its offices at 20 Broad
Street, New York, New York 10005.
10
<PAGE> 15
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the expenses (other than underwriting
compensation expected to be incurred) in connection with this offering. All of
these amounts (except the SEC registration fee) are estimated.
SEC registration fee................................. $2,859.67
Legal fees and expenses..............................
Accounting fees and expenses.........................
Transfer Agent and Registrar fees and expenses.......
---------
Total.............................................. $
=========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 1741 of the Pennsylvania Business Corporations Law provides the
Company the power to indemnify any officer or director acting in his or her
capacity as a representative of the Company who was or is a party or is
threatened to be made a party to any action or proceeding against expenses,
judgments, penalties, fines and amounts paid in settlement in connection with
such action or proceeding whether the action was instituted by a third party or
arose by or in the right of the Company. Generally, the only limitation on the
ability of the Company to indemnify its officers and directors is if the act
violates a criminal statute or if the act or failure to act is finally
determined by a court to have constituted willful misconduct or recklessness.
The Amended and Restated By-laws of the Company provide for the
indemnification of any and all directors and officers of the corporation and any
other person designated as an indemnified representative by the Board of
Directors of the corporation (which may, but need not, include any person
serving at the request of the corporation, as a director, officer, employee,
agent, fiduciary or trustee of another corporation, partnership, joint venture,
trust, employee benefit plan or other entity or enterprise) (the "indemnified
representative") against any liability incurred in connection with any
proceeding in which the indemnified representative may be involved as a party or
otherwise by reason of the fact that such person is or was serving in any and
all past, present and future service by an indemnified representative in one or
more capacities as a director, officer, employee or agent of the corporation,
or, at the request of the corporation, as a director, officer, employee, agent,
fiduciary or trustee of another corporation, partnership, joint venture, trust,
employee benefit plan or other entity or enterprise, including, without
limitation, liabilities resulting from any actual or alleged breach or neglect
of duty, error, misstatement or misleading statement, negligence, gross
negligence or act giving rise to strict or products liability, except: (1) where
such indemnification is expressly prohibited by applicable law; (2) where the
conduct of the indemnified representative has been finally determined or
otherwise: (i) to constitute willful misconduct or recklessness within the
meaning of 15 Pa.C.S. 1746(b) or any superseding provision of law sufficient
in the circumstances to bar indemnification against liabilities arising from the
conduct; or (ii) to be based upon or attributable to the receipt by the
indemnified representative from the corporation of a personal benefit to which
the indemnified representative is not legally entitled; or (3) to the extent
such indemnification has been finally determined in a final adjudication to be
otherwise unlawful.
The Amended and Restated By-laws authorize the Company to pay the expenses
(including attorneys' fees and disbursements) incurred in good faith by an
indemnified representative in advance of the final disposition of a proceeding
or the initiation of or participation upon receipt of an undertaking by or on
behalf of the indemnified representative to repay the amount if it is ultimately
determined that such person is not entitled to be indemnified by the
corporation.
12
<PAGE> 16
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
EXHIBIT
NUMBER DESCRIPTION
------ -----------
2.1 Asset Purchase Agreement, dated as of August 20, 1999, among
West Publishing Company, Information America, Inc. and DBT
Online, Inc.(1)
2.2 Agreement and Plan of Merger, dated February 14, 2000, by
and among ChoicePoint, Inc., DBT Online, Inc. and
ChoicePoint Acquisition Corporation(2)
4 Common Stock Purchase Warrant of DBT Online, Inc. dated as
of September 23, 1999.(3)
5* Opinion of Morgan, Lewis & Bockius LLP
23.1* Consent of Deloitte & Touche LLP
23.2* Consent of Corbin & Wertz
23.3 Consent of Morgan, Lewis & Bockius LLP (contained in
Exhibit 5)
24 Powers of Attorney (included on signature page)
- -----------------
* Filed herewith.
(1) Incorporated by reference to Exhibit 2.1 to the Form 8-K dated August 20,
1999 of DBT Online, Inc.
(2) Incorporated by reference to Exhibit 2.1 to the Form 8-K dated February 15,
2000 of DBT Online, Inc.
(3) Incorporated by reference to Exhibit 4 to the Form 8-K dated September 23,
1999 of DBT Online, Inc.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which any offers or sales are being
made, a post-effective amendment to this registration statement:
13
<PAGE> 17
(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 the most recent
post-effective amendment hereof) which, individually or in aggregate, represent
a fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any other material change to such information in the registration statement.
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration Statement;
(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 being offered therein
and the offering of such securities at the time may 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 which are being registered which remain unsold at the
termination of the offering.
(4) That for 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 Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the 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;
(5) To deliver or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the prospectus and
furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3
under the Securities Exchange Act of 1934; and where interim financial
information required to be presented by Article 3 of Regulation S-X is not set
forth in the prospectus, to deliver, or caused to be delivered to each person to
whom the prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the prospectus to provide such interim
financial information.
14
<PAGE> 18
(6) 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
by 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 of 1933 and will be governed by the final adjudication of such
issue.
15
<PAGE> 19
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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boca Raton, the State of Florida, on the 20th day of
April, 2000.
DBT ONLINE, INC.
By: /s/ RONALD A. FOURNET
------------------------------
RONALD A. FOURNET
PRESIDENT AND CHIEF EXECUTIVE OFFICER
POWERS OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Ronald A. Fournet, with full power to act
without the other, such person's true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign this Registration Statement,
any and all amendments thereto (including post-effective amendments), any
subsequent Registration Statements pursuant to Rule 462 of the Securities Act of
1933, as amended, and any amendments thereto and to file the same, with exhibits
and schedules thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, to this Registration Statement and any other
registration statement for the same offering filed pursuant to Rule 462 under
the Securities Act of 1933, and to file the same, with all exhibits thereto and
all other documents in connection therewith, with the Commission, granting unto
said attorney-in-fact and agent full power and authority to do and perform each
and every act and thing necessary or desirable to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ RONALD A. FOURNET President and Chief Executive Officer April 20, 2000
---------------------------- (Principal Executive Officer)
Ronald A. Fournet
/s/ FRANK BORMAN Chairman of the Board of Directors April 20, 2000
----------------------------
Frank Borman
</TABLE>
16
<PAGE> 20
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ JUDITH BROWN
----------------------------
Judith Brown Controller April 20, 2000
(Principal Financial Officer)
/s/ CHARLES G. BETTY Director April 20, 2000
----------------------------
Charles G. Betty
/s/ GARY E. ERLBAUM
----------------------------
Gary E. Erlbaum Director April 20, 2000
/s/ JEROLD E. GLASSMAN
---------------------------- Director April 20, 2000
Jerold E. Glassman
---------------------------- Director
Kenneth G. Langone
/s/ BERNARD MARCUS
---------------------------- Director April 20, 2000
Bernard Marcus
/s/ ANDRALL E. PEARSON
---------------------------- Director April 20, 2000
Andrall E. Pearson
/s/ EUGENE L. STEP
---------------------------- Director April 20, 2000
Eugene L. Step
</TABLE>
19
<PAGE> 1
Exhibit 5
MORGAN, LEWIS & BOCKIUS LLP
5300 FIRST UNION FINANCIAL CENTER
200 SOUTH BISCAYNE BOULEVARD
MIAMI, FLORIDA 33131-2339
April 20, 2000
DBT Online, Inc.
5550 West Flamingo Road, Suite B-5
Las Vegas, Nevada 89103
Re: DBT ONLINE, INC.-- REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
We have acted as counsel for DBT Online, Inc., a Pennsylvania corporation (the
"Company"), in connection with the preparation of the registration statement
(the "Registration Statement") filed by the Company with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended (the
"Act"), relating to the offering (the "Offering") of 329,172 shares Company's
Common Stock, $.10 par value (the "Common Stock"), underlying warrants granted
to a shareholder of the Company, and 300,967 shares of Common Stock
(collectively, the "Selling Shareholders Shares"). This opinion is being
furnished pursuant to Item 601(b)(5) of Regulation S-K under the Act.
In rendering the opinion set forth below, we have reviewed (a) the Registration
Statement and the exhibits thereto; (b) the Company's Articles of Incorporation;
(c) the Company's Amended and Restated Bylaws; (d) certain records of the
Company's corporate proceedings as reflected in its minute books; and (e) such
statutes, records and other documents as we have deemed relevant. In our
examination, we have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals, and conformity with the originals
of all documents submitted to us as copies thereof. In addition, we have made
such other examinations of law and fact as we have deemed relevant in order to
form a basis for the opinion hereinafter expressed. Our opinion set forth below
is limited to the Pennsylvania Business Corporation Law of 1988.
Based upon the foregoing, we are of the opinion that the Selling Shareholders
Shares, have been validly issued, fully paid and nonassessable.
We hereby consent to the use of this opinion as an Exhibit to the Registration
Statement and to the references to this Firm under the caption "Legal Matters"
in the Registration Statement. In giving such consent, we do not thereby admit
that we are acting within the category of persons whose consent is required
under Section 7 of the Act and the rules and regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
/s/ Morgan, Lewis & Bockius LLP
<PAGE> 1
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
To the Board of Directors and Stockholders of
DBT Online, Inc. and subsidiaries:
We consent to the incorporation by reference in this Registration Statement of
DBT Online, Inc. on Form S-3 of our reports dated March 6, 2000 on the
consolidated financial statements and related financial statement schedules of
DBT Online, Inc. and subsidiaries, appearing in the Annual Report on Form 10-K
of DBT Online, Inc. and subsidiaries for the year ended December 31, 1999, and
to the reference to us under the heading "Experts" in the prospectus, which is
part of this Registration Statement.
/s/ Deloitte & Touche LLP
Fort Lauderdale, Florida
April 17, 2000
<PAGE> 1
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
To the Board of Directors of
DBT Online, Inc.:
We have issued our report dated August 12, 1999 regarding the consolidated
financial statements of I.R.S.C., Inc. and subsidiaries as of December 31, 1998
and for each of the two years then ended, appearing in the Annual Report on Form
10-K of DBT Online, Inc. for the year ended December 31, 1999, which is
incorporated by reference in the Prospectus that is a part of this Registration
Statement of DBT Online, Inc. on Form S-3. We consent to the incorporation by
reference of said report in the Prospectus. We also consent to the use of our
name as it appears under the heading "Experts" in such Prospectus.
/s/ Corbin & Wertz
--------------------
CORBIN & WERTZ
Irvine, California
April 17, 2000
