As filed with the Securities and Exchange Commission on July 10, 1998
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------
ACNIELSEN CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 06-1454128
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
177 Broad Street
Stamford, CT 06901
(Address, including zip code, of Registrant's principal executive office)
BBI Marketing Services, Inc.
Key Employees' Stock Option Plan
---------------------------
(Full title of the Plan)
Earl H. Doppelt
Executive Vice President and General Counsel
177 Broad Street
Stamford, CT 06901
(203) 961-3000
(Name, address, including zip code, and telephone number, including area
code, of Registrant's agent for service)
Copies to:
Joel S. Hoffman, Esq.
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017-3954
(212) 455-2000
---------------------------
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum Amount of
Amount to be Offering Price Per Aggregate Offering Registration
Title of Securities to be Registered Registered Share <F1> Price <F1> Fee <F1>
- ------------------------------------------ ------------------ --------------------- ---------------- ---------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value per share <F2> 1,000,000 $ 25.94 $ 25,940,000.00 $ 7,652.30
<FN>
<F1> Pursuant to Rule 457(h)(1) under the Securities Act of 1933, the proposed maximum offering price per share, the proposed
maximum aggregate offering price and the amount of registration fee have been computed on the basis of the average of the high
and low prices of the Common Stock reported on the New York Stock Exchange Composite Tape on July 7, 1998.
<F2> Includes Preferred Share Purchase Rights which, prior to the occurrence of certain events will not be exercisable or evidenced
separately from the Common Stock.
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by ACNielsen Corporation (the "Company" or
the "Registrant") with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), are hereby incorporated by reference in this
Registration Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997.
(b) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1998.
(c) The Company's Registration Statement on Form 10, as amended,
filed pursuant to the Exchange Act (File No. 001-12277) initially
on October 7, 1996 (the "Form 10").
(d) The description of the Company's Preferred Share Purchase Rights
contained in the Company's Registration Statement on Form 8-A (File No.
001-12277) filed on October 18, 1996.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date of this Registration Statement
and prior to the filing of a post-effective amendment to this Registration
Statement indicating that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be part
hereof from the date 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 this
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 this Registration Statement.
Item 4. Description of Securities
Not required.
Item 5. Interests of Named Experts and Counsel
None.
Item 6. Indemnification of Directors and Officers
Section 145 of the General Corporation Law of the State of Delaware (the
"Delaware Law") empowers a Delaware corporation to indemnify any persons who
are, or are threatened to be made, parties to any threatened, pending or
completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of
such corporation), by reason of the fact that such person is or was an
officer, director, employee or agent of such corporation, or is or was
serving at the request of such corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise. The indemnity may include expenses (including attorneys' fees),
<PAGE>
judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding,
provided that such officer, director, employee or agent acted in good faith
and in a manner he reasonably believed to be in or not opposed to the
corporation's best interests, and, for criminal proceedings, had no
reasonable cause to believe his conduct was unlawful. A Delaware corporation
may indemnify officers and directors in an action by or in the right of the
corporation under the same conditions, except that no indemnification is
permitted without judicial approval if the officer or director is adjudged to
be liable to the corporation. Where an officer or director is successful on
the merits or otherwise in the defense of any action referred to above, the
corporation must indemnify him against the expenses which such officer or
director actually and reasonably incurred.
The Company's Restated Certificate of Incorporation provides that the
Company shall indemnify directors and officers to the fullest extent
permitted by the laws of the State of Delaware. The Company's Restated
Certificate of Incorporation also provides that a director of the Company
shall not be liable to the Company or its stockholders for monetary damages
for breach of fiduciary duty as a director, except to the extent such
exemption from liability or limitation thereof is not permitted under the
General Corporation Law of the State of Delaware as the same exists or may
hereafter be amended.
The indemnification rights conferred by the Restated Certificate of
Incorporation of the Company are not exclusive of any other right to which a
person seeking indemnification may otherwise be entitled. The Company will
also provide liability insurance for the directors and officers for certain
losses arising from claims or charges made against them while acting in their
capacities as directors or officers.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The following exhibits are filed as part of this Registration Statement:
4.1 Restated Certificate of Incorporation of the Company (filed as
Exhibit 3.1 to the Company's Registration Statement on Form 10
and incorporated herein by reference).
4.2 Amended and Restated By-laws of the Company (filed as Exhibit 3.2
to the Form 10 and incorporated herein by reference).
4.3 The Rights Agreement, dated as of October 17, 1996, between the
Company and First Chicago Trust Company of New York (attached as
Exhibit 1 to the Company's Registration Statement on Form 8-A
(File No. 001-12277) filed on October 18, 1996 and incorporated
herein by reference).
23.1 Consent of Arthur Andersen LLP
23.2 Consent of PricewaterhouseCoopers LLP
24 Power of Attorney
Item 9. Undertakings
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;
<PAGE>
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "Act");
(ii) to reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement (except to the extent the information required to be
included by clauses (i) or (ii) is contained in periodic reports filed by the
Company pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporated by reference into this Registration Statement);
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement.
(2) That, for the purposes of determining any liability under the Act, 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.
(4) That, for purposes of determining any liability under the Act, each
filing of the Registrant's annual report pursuant to Section 13(a) or 15(d)
of the Exchange Act 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.
(5) Insofar as indemnification for liabilities arising under the Act 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 Commission such indemnification is against
public policy as expressed in the Act 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 Act and will be governed by the
final adjudication of such issue.
<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 Stamford, State of Connecticut, on
this 8th day of July, 1998.
ACNIELSEN CORPORATION
(Registrant)
By /s/ Earl H. Doppelt
--------------------------
Earl H. Doppelt
Executive Vice President
and General Counsel
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
Signature Title
- ------------------------ --------------------------------------
* Nicholas L. Trivisonno Chairman, Chief Executive Officer and
------------------------ Director (principal executive officer)
Nicholas L. Trivisonno
* Robert J Lievense President, Chief Operating Officer and
- ------------------------ Director
Robert J Lievense
* Robert J. Chrenc Executive Vice President and Chief
- ------------------------ Financial Officer (principal financial
Robert J. Chrenc and accounting officer)
* Robert H. Beeby Director
- ------------------------
Robert H. Beeby
* Michael P. Connors Vice Chairman and Director
- ------------------------
Michael P. Connors
* Donald W. Griffin Director
- ------------------------
Donald W. Griffin
* Thomas C. Hays Director
- ------------------------
Thomas C. Hays
<PAGE>
* Karen L. Hendricks Director
- ------------------------
Karen L. Hendricks
* Robert M. Hendrickson Director
- ------------------------
Robert M. Hendrickson
* Robert Holland, Jr. Director
- ------------------------
Robert Holland, Jr.
* John R. Meyer Director
- ------------------------
John R. Meyer
* Brian B. Pemberton Director
- ------------------------
Brian B. Pemberton
* Robert N. Thurston Director
- ------------------------
Robert N. Thurston
By /s/Earl S. Doppelt July 8, 1998
- ------------------------
Attorney-in-fact
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description
4.1 Restated Certificate of Incorporation of the Company (filed as
Exhibit 3.1 to the Company's Registration Statement on Form 10
and incorporated herein by reference).
4.2 Amended and Restated By-laws of the Company (filed as Exhibit
3.2 to the Form 10 and incorporated herein by reference).
4.3 The Rights Agreement, dated as of October 17, 1996, between the
Company and First Chicago Trust Company of New York (attached as
Exhibit 1 to the Company's Registration Statement on Form 8-A
(File No. 001-12277) filed on October 18, 1996 and incorporated
herein by reference).
23.1 Consent of Arthur Andersen LLP
23.2 Consent of PricewaterhouseCoopers LLP
24 Power of Attorney
Exhibit 23.1
------------
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement of ACNielsen Corporation on Form S-8 and in the related Prospectus
of our reports dated February 18, 1998, included in ACNielsen Corporation's
Annual Report on Form 10-K for the year ended December 31, 1997.
/s/ Arthur Andersen LLP
-----------------------
Arthur Andersen LLP
Stamford, Connecticut
July 7, 1998
Exhibit 23.2
------------
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement of ACNielsen Corporation on Form S-8 and in the related Prospectus
of our reports dated September 16, 1996 on our audits of the combined
statements of operations, cash flows and shareholders' equity, and financial
statement schedule, of ACNielsen Corporation, as defined in the notes to the
financial statements, and for the year ended December 31, 1995, which reports
are included in ACNielsen Corporation's Annual Report on Form 10-K for the
year ended December 31, 1997.
/s/ PricewaterhouseCoopers LLP
------------------------------
PricewaterhouseCoopers LLP
Stamford, Connecticut
July 8, 1998
Exhibit 24
----------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
of ACNielsen Corporation (the "Company") in their respective capacities set
forth below constitutes and appoints Earl H. Doppelt, Harris Black and
Ellenore O'Hanrahan, and each of them, 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, in any and all
capacities, to do any and all acts and all things and to execute any and all
instruments which said attorney and agent may deem necessary or desirable to
enable the Company to comply with the Securities Act of 1933, as amended, and
any rules, regulations and requirements of the Securities and Exchange
Commission thereunder in connection with the registration under such Act of
shares of Common Stock of the Company to be issued by the Company pursuant
to, or upon exercise of stock options granted under, the BBI Marketing
Services, Inc. Key Employees' Stock Option Plan to the extent that any such
registration may be required in the opinion of the executive officers of the
Company, upon the advice of counsel, including without limitation, the power
and authority to sign the name of the undersigned individual in the capacity
indicated below opposite the name of such individual to the Registration
Statement on Form S-8 or any Form relating to the registration of such Common
Stock, to be filed with the Securities and Exchange Commission with respect
to said Common Stock, to sign any and all amendments (including post-
effective amendments) and supplements to such Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be
done, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their substitutes, may lawfully do or cause to be
done by virtue hereof.
Signature Title Date
--------- ----- -----
/s/Nicholas L. Trivisonno Chairman, Chief Executive June 22, 1998
- ---------------------------- Officer and Director
Nicholas L. Trivisonno (principal executive
officer)
/s/Robert J Lievense President, Chief Operating June 22, 1998
- ---------------------------- Officer and Director
Robert J Lievense
/s/Robert J. Chrenc Executive Vice President June 22, 1998
- ---------------------------- and Chief Financial
Robert J. Chrenc Officer (principal
financial and accounting
officer
<PAGE>
/s/Robert H. Beeby Director June 22, 1998
- ----------------------------
Robert H. Beeby
/s/Michael P. Connors Vice Chairman and Director June 22, 1998
- ----------------------------
Michael P. Connors
/s/Donald W. Griffin Director June 22, 1998
- ----------------------------
Donald W. Griffin
/s/Thomas C. Hays Director June 22, 1998
- ----------------------------
Thomas C. Hays
/s/Karen L. Hendricks Director June 22, 1998
- ----------------------------
Karen L. Hendricks
/s/Robert M. Hendrickson Director June 22, 1998
- ----------------------------
Robert M. Hendrickson
/s/Robert Holland, Jr. Director June 22, 1998
- ----------------------------
Robert Holland, Jr.
/s/John R. Meyer Director June 22, 1998
- ----------------------------
John R. Meyer
/s/Brian B. Pemberton Director June 22, 1998
- ----------------------------
Brian B. Pemberton
/s/Robert N. Thurston Director June 22, 1998
- ----------------------------
Robert N. Thurston
