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As filed with the Securities and Exchange
Commission on July 30, 1997 Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CHOICEPOINT INC.
(Exact name of issuer as specified in its charter)
Georgia 58-2309650
State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1000 Alderman Drive
Alpharetta, Georgia 30202
(Address of principal executive offices)
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CHOICEPOINT INC. 1997 OMNIBUS STOCK INCENTIVE PLAN
CHOICEPOINT INC. 401(K) PROFIT SHARING PLAN
To Be Funded in Part Through:
CHOICEPOINT INC. STOCK BENEFITS TRUST
-------------------
J. Michael de Janes, Esq.
General Counsel and Assistant Secretary
ChoicePoint Inc.
1000 Alderman Drive
Alpharetta, Georgia 30005
(770) 752-5745
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
With a copy to:
B. Lynn Walsh, Esq.
Hunton & Williams
NationsBank Plaza - Suite 4100
600 Peachtree Street, N. E.
Atlanta, Georgia 30308-2216
(404) 888-4031
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=======================================================================================================
Title of Securities to Amount to be Proposed Maximum Proposed Maximum Amount of
be Registered Registered Offering Price Per Aggregate Offering Registration Fee
Share(1) Price (1)
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.10 7,000,000 $34.50 $241,500,000 $73,181.82
par value shares
========================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h) under the Securities Act of 1933, as amended (the
"Securities Act"), based on the average of the high and low prices in the "when
issued" market for the Registrant's Common Stock on the New York Exchange on
July 25, 1997.
In addition, pursuant to Rule 416(c) under the Securities Act, this Registration
Statement also covers an indeterminate amount of interests to be offered or sold
pursuant to the ChoicePoint Inc. 401(k) Profit Sharing Plan (the "Plan").
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Not required to be filed with the Securities and Exchange Commission
(the "Commission").
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not required to be filed with the Commission.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following document which has heretofore been filed by ChoicePoint
Inc. (the "Registrant") with the Commission is incorporated by reference herein
and shall be deemed to be a part hereof:
(i) The Registrant's Registration Statement on Form S-1
(Registration No. 333-30297), filed with the Commission on
June 30, 1997 (the "Form S-1"), which Form S-1 contains a
description of the Registrant's Common Stock, $.10 par value
per share (the "Common Stock").
All documents subsequently filed by the Registrant or the Plan
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934 (the "Exchange Act"), prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a 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 of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document that is
incorporated by reference herein modifies or supersedes such earlier 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.
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ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Georgia Business Corporation Code (the "Code") provides that a
corporation may indemnify an individual who is a party to a proceeding because
he or she is or was a director against liability incurred in the proceeding if
such individual conducted himself or herself in good faith and reasonably
believed that (i) in the case of conduct in his or her official capacity, such
conduct was in the best interests of the corporation; (ii) in all other cases,
such conduct was at least not opposed to the best interests of the corporation;
and (iii) in the case of any criminal proceeding, the individual had no
reasonable cause to believe that such conduct was unlawful. A corporation may
not indemnify a director in connection with (i) a proceeding by or in the right
of the corporation, except for reasonable expenses incurred in connection with
the proceeding if it is determined that the director met the relevant standard
of conduct under the Code; or (ii) any proceeding with respect to conduct for
which he or she was adjudged liable on the basis that a personal benefit was
improperly received by him or her, whether or not involving action in his or her
official capacity. A corporation may indemnify and advance expenses to an
officer of the corporation who is a party to a proceeding because he or she is
an officer of the corporation (i) to the same extent as a director; and (ii) if
he or she is not a director, to such further extent as may be provided by the
Articles of Incorporation, the Bylaws, a resolution of the Board of Directors or
contract, except for liability arising out of conduct that constitutes (i) an
appropriation, in violation of his or her duties, of any business opportunity of
the corporation; (ii) acts or omissions which involve intentional misconduct or
a knowing violation of law; (iii) the types of liability for unlawful
distributions as set forth in Section 14-2-832 of the Code; or (iv) the receipt
of an improper personal benefit.
Article VI of the Registrant's Articles of Incorporation provides for
indemnification of the officers and directors of the Registrant to the fullest
extent permitted by the Code. Such indemnification is not exclusive of any
additional indemnification that the Registrant's Board of Directors may deem
advisable or of any rights to which those indemnified may otherwise be entitled.
Article V of the Registrant's Bylaws generally provides that the Registrant
shall indemnify a director or officer except for a director or officer who is
adjudged liable to the Registrant or is subject to injunctive relief in favor of
the Registrant for (i) any appropriation, in violation of his or her duties, of
any business opportunity of the Registrant; (ii) acts or omissions which involve
intentional misconduct or a knowing violation of law; (iii) the types of
liability for unlawful distributions set forth in Section 14-2-832 of the Code;
or (iv) any transaction from which he or she received an improper personal
benefit. The Registrant's Bylaws obligate the Registrant, under certain
circumstances, to advance expenses to its officers and directors who are parties
to an action, suit or proceeding for which indemnification may be sought. The
Registrant's Bylaws permit, but do not require, the Registrant to indemnify and
advance expenses to employees or agents of the Registrant who are not officers
or directors to the same extent and subject to the same conditions that a
corporation could, without shareholder approval under Section 14-2-856 of the
Code, indemnify and advance expenses to a director. Article V of the
Registrant's Articles of Incorporation also provides that no director shall be
liable to the Registrant or to its shareholders for monetary damages for any
action taken, or any failure to take action, including, without limitation, for
breach of duty of care or other duty
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as a director, except that there shall be no elimination or limitation of
liability for any conduct described above in clauses (i) through (iv).
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
a. The following exhibits are furnished herewith or incorporated by
reference into this Registration Statement:
Exhibit No.
3.01* Articles of Incorporation of the Registrant, as amended.
3.02* Bylaws of the Registrant, as amended.
4.01* Specimen Stock Certificate.
5 Opinion of Hunton & Williams.
10.01* ChoicePoint Inc. 1997 Omnibus Stock Incentive Plan.
10.02* ChoicePoint Inc. 401(k) Profit Sharing Plan.
23.1 Consent of Arthur Andersen LLP, independent public
accountants.
23.2 Consent of Hunton & Williams (included as part of Exhibit 5).
24 Power of Attorney (included as part of signature page).
- ------------------------------
* Incorporated by reference to the exhibit of the same number in the
Registrant's Registration Statement on Form S-1 (Registration No.
333-30297).
b. The Registrant hereby undertakes to submit the ChoicePoint Inc. 401(k)
Profit Sharing Plan, and any amendments thereto, to the Internal
Revenue Service (the "IRS") in a timely manner and make all changes
required by the IRS in order to qualify the ChoicePoint Inc. 401(k)
Profit Sharing Plan under Section 401 of the Internal Revenue Code.
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ITEM 9. UNDERTAKINGS.
(a) The 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, as amended (the
"Securities Act");
(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
thereof) which, individually or in the 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 material change to
such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(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 the registration statement.
2. That, for the purpose of determining any liability under
the Securities 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.
(b) The Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration
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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 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 Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Atlanta, Georgia on the 29th day of July, 1997.
CHOICEPOINT INC.
By:/s/ Derek V. Smith
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Name: Derek V. Smith
Title: President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby authorizes each of Derek V. Smith and J. Michael de Janes
to execute in the name of each such person, and to file any amendment, including
any post-effective amendment, to the Registration Statement, making such changes
in the Registration Statement as the Registrant deems appropriate, and appoints
each of Messrs. Smith and de Janes as attorney-in-fact to sign in his or her
behalf individually and in each capacity stated below and file all amendments
and post-effective amendments to the Registration Statement.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
on the 29th day of July, 1997.
<TABLE>
<CAPTION>
<S> <C>
Signature Title
- --------- -----
/s/ Derek V. Smith President, Chief Executive Officer and Director
- ---------------------------- (Principal Executive Officer)
Derek V. Smith
/s/ Douglas C. Curling Executive Vice President, Chief Financial Officer
- ---------------------------- and Treasurer (Chief Accounting Officer)
Douglas C. Curling
/s/ J. Michael de Janes General Counsel and Assistant Secretary
- ----------------------------
J. Michael de Janes
/s/ James M. Denny Director
- -----------------------------
James M. Denny
/s/ Daniel W. McGlaughlin Director
- -----------------------------
Daniel W. McGlaughlin
/s/ Julia B. North Director
- -----------------------------
Julia B. North
</TABLE>
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/s/ C.B. Rogers, Jr. Director
- ------------------------------
C.B. Rogers, Jr.
/s/ Charles I. Story Director
- ------------------------------
Charles I. Story
Pursuant to the requirements of the Securities Act, the Plan has caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, on the 29th day of July, 1997.
CHOICEPOINT INC. 401(k) PROFIT SHARING PLAN
By:/s/ Donald E. McGuffey
------------------------------------
Donald E. McGuffey, Plan Administrator
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
3.01* Articles of Incorporation of the Registrant, as amended.
3.02* Bylaws of the Registrant, as amended.
4.01* Specimen Stock Certificate.
5 Opinion of Hunton & Williams.
10.01* ChoicePoint Inc. 1997 Omnibus Stock Incentive Plan.
10.02* ChoicePoint Inc. 401(k) Profit Sharing Plan.
23.1 Consent of Arthur Andersen LLP, independent public accountants.
23.2 Consent of Hunton & Williams (included as part of Exhibit 5).
24 Power of Attorney (included as part of signature page).
</TABLE>
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* Incorporated by reference to exhibit of the same number
in the Registrant's Registration Statement on Form S-1
(Registration No. 333-30297).
<PAGE> 1
EXHIBIT 5
July 29, 1997
ChoicePoint Inc.
1000 Alderman Drive
Alpharetta, Georgia 30005
Re: ChoicePoint Inc.
Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel for ChoicePoint Inc., a Georgia Corporation
(the "Company"), in connection with the filing of a Registration Statement
under the Securities Act of 1933, as amended, with respect to 7,000,000 shares
of the Company's Common Stock, $.10 par value per share, which will be offered
pursuant to the ChoicePoint Inc. 1997 Omnibus Stock Incentive Plan and,
together with the related interests, the ChoicePoint Inc. 401(k) Profit
Sharing Plan (collectively, the "Plans") to be Funded in Part Through:
ChoicePoint Inc. Stock Benefits Trust.
In rendering this opinion, we have relied upon, among other things,
our examination of the Plans and of such records of the Company and
certificates of its officers and of public officials as we have deemed
necessary. In connection with the filing of such Registration Statement, we are
of the opinion that:
1. The Company is duly incorporated, validly existing and in good
standing under the laws of the State of Georgia; and
2. All of the shares and plan interests to be registered have
been duly authorized and, when issued in accordance with the
terms of the Plans, will be legally issued, fully paid and
non-assessable.
We do hereby consent to the filing of this Opinion with the Securities
and Exchange Commission as an exhibit to such Registration Statement.
Very truly yours,
/s/ Hunton & Williams
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Hunton & Williams
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our reports
(and to all references to our Firm) included in or made a part of this
registration statement.
/s/ Arthur Andersen LLP
Atlanta, Georgia
July 29, 1997
