<PAGE> 1
As filed with the Securities and Exchange
Commission on May 19, 2000 Registration No. 333-____________
===============================================================================
UNITED STATES
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. Employee Identification No.)
incorporation or organization)
1000 Alderman Drive 30005
Alpharetta, Georgia (Zip Code)
(Address of principal executive offices)
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DBT ONLINE, INC. AMENDED AND RESTATED STOCK OPTION PLAN
(Full title of the plan)
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J. Michael de Janes, Esq.
1000 Alderman Drive
Alpharetta, Georgia 30005
(Name and address of agent for service)
(770) 752-6000
(Telephone number, including area code, of agent for service)
With a copy to:
Lisa A. Stater, Esq.
Jones, Day, Reavis & Pogue
3500 SunTrust Plaza
303 Peachtree Street, N.E.
Atlanta, Georgia 30308-3242
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of securities Amount to be Offering price aggregate Amount of
to be registered Registered per share(1) offering price(1) registration fee (3)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.10 par value, 1,775,423 shares (2) $39.3256 $69,819,575 $18,432
and Share Purchase Rights (4)
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of computing the registration
fee. This amount was determined in accordance with Rule 457(h), under the
Securities Act of 1933. The shares to be registered are subject to outstanding
options, so the offering price is based on the weighted average exercise price
of those options.
(2) In addition to the shares set forth in the table, the amount
to be registered includes an indeterminate number of shares issuable upon
adjustment due to stock splits, stock dividends and anti-dilution provisions,
and other adjustment provisions as provided in the DBT Online, Inc. Amended and
Restated Stock Option Plan.
(3) The registration fee is calculated by multiplying the product
of the proposed maximum offering price per share and the number of shares to be
registered by .000264.
(4) The Share Purchase Rights, which are attached to the shares of
common stock being registered, will be issued for no additional consideration;
no additional registration fee is required.
<PAGE> 2
EXPLANATORY NOTE
In accordance with the Note to Part I of Form S-8, the information specified in
Part I of Form S-8 has been omitted from this Registration Statement.
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by ChoicePoint (the "Company") (File No.
1-13069) with the Securities and Exchange Commission (the "Commission") are
incorporated herein by reference and made a part hereof:
(a) The Annual Report of the Company on Form 10-K for the year
ended December 31, 1999, filed on March 10, 2000;
(b) All other reports filed with the Commission pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
as amended, since December 31, 1999; and
(c) The description of the common stock in the Company's
registration statement on Form 8-A, filed with the Commission
on July 21, 1997, as amended.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, 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 herein and to be made a part
hereof from the respective dates of filing such documents. Any statement
contained in any document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of the
registration statement to the extent that a statement contained herein or in any
other subsequently filed document that is also incorporated or deemed to be
incorporated herein by reference 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 the prospectus or the registration
statement.
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 "GBBC") 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 GBCC; 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 or 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
<PAGE> 4
of liability for unlawful distributions as set forth in Section 14-2-832 of the
GBCC; or (iv) the receipt of an improper personal benefit.
Article VI of the Company's Articles of Incorporation provides for
indemnification of the officers and directors of the Company to the fullest
extent permitted by the GBBC. Such indemnification is not exclusive of any
additional indemnification that the Company's Board of Directors may deem
advisable or of any rights to which those indemnified may otherwise be entitled.
The Articles of Incorporation provide that the Board of Directors may determine
from time to time whether and to what extent to maintain insurance providing
indemnification for officers and directors, and such insurance need to be
limited to the Company's power of indemnification under the GBCC. The Company's
Bylaws permit the Company to purchase and maintain insurance on behalf of its
directors, officers, employees and agents, or to those persons who serve at the
Company's request as a director, officer, partner, trustee, employee or agent of
another entity, whether or not the Company could indemnify or advance expenses
to such person under Article VI of the Company's Bylaws or the GBCC. The Company
maintains insurance on behalf of its officers and directors against liability
asserted against or incurred by such person in such capacity, or arising out of
such person's status as such. Article V of the Company's Bylaws generally
provides that the Company shall indemnify a director or officer except for a
director or officer who is adjudged liable to the Company or is subject to
injunctive relief in favor of the Company for (i) any appropriation, in
violation of his or her duties, of any business opportunity of the Company; (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 GBCC; or (iv) any transaction from which he or she
received an improper personal benefit. The Company's Bylaws obligate the
Company, 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 Company's Bylaws permit, but do not require,
the Company to advance expenses to its employees or agents 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
GBCC, indemnify and advance expenses to a director. Article V of the Company's
Articles of Incorporation provides that no director shall be liable to the
Company 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 as a director, except that there shall be no elimination or
limitation of liability for any conduct described in clauses (i) through (iv).
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
4.1 DBT Online, Inc. Amended and Restated Stock Option Plan (filed as Exhibit
99.1 to the Form S-8 (File No. 333-41313) of DBT Online, Inc., filed with
the Commission on December 2, 1997).
*4.2 Amendment 2000-1 to the DBT Online, Inc. Amended and Restated Stock Option
Plan.
*5 Opinion of Jones, Day, Reavis & Pogue.
23.1 Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5).
*23.2 Consent of Arthur Andersen LLP, independent public accountants.
*23.3 Consent of Deloitte & Touche LLP, independent public accountants.
</TABLE>
<PAGE> 5
<TABLE>
<S> <C>
*23.4 Consent of Corbin & Wertz, independent public accountants.
24 Power of Attorney (included in the signature page of this registration
statement).
</TABLE>
*filed herewith
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 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;
(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; and
(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
purposes of determining any liability under the Securities Act
or 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; and
(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 Securities and Exchange
Commission 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 of
1933 and will be governed by the final adjudication of such
issue.
<PAGE> 6
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 the 18th day of May
2000.
CHOICEPOINT INC.
By: /s/ DEREK V. SMITH
-------------------------------------
Derek V. Smith
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Derek V. Smith and J. Michael de
Janes, and either of them, as 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, and in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this registration
statement on Form S-8 and to cause the same to be filed, with all exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby granting to said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing whatsoever requisite and necessary to be done in connection therewith, as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all acts and things that said attorneys-in-fact
and agents, or either of them or their substitutes or 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 dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Chairman of the Board, President, Chief
/s/ DEREK V. SMITH Executive Officer and Director (Principal May 18, 2000
- ----------------------------- Executive Officer)
Derek V. Smith
/s/ DOUGLAS C. CURLING Chief Operating Officer and Director May 18, 2000
- ------------------------------------
Douglas C. Curling
Senior Vice President - Chief Financial Officer May 18, 2000
/s/ MICHAEL S. WOOD (Principal Financial and Accounting Officer)
- ------------------------------------
Michael S. Wood
/s/ RON D. BARBARO Director May 18, 2000
- ------------------------------------
Ron D. Barbaro
</TABLE>
<PAGE> 7
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
- ------------------------------------ Director
C. Garry Betty
- ------------------------------------ Director
Frank Borman
/s/ JAMES M. DENNY
- ------------------------------------ Director May 18, 2000
James M. Denny
- ------------------------------------ Director
Kenneth G. Langone
- ------------------------------------ Director
Bernard Marcus
/s/ C.B. ROGERS, JR. Director May 18, 2000
- ------------------------------------
C. B. Rogers, Jr.
/s/ CHARLES I. STORY Director May 18, 2000
- ------------------------------------
Charles I. Story
</TABLE>
<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <C>
4.1 DBT Online, Inc. Amended and Restated Stock Option Plan (filed as Exhibit 99.1 to the
Form S-8 (File No. 353-41313) of DBT Online, Inc., filed with the Commission on December 2, 1997).
* 4.2 Amendment 2000-1 to the DBT Online, Inc. Amended and Restated Stock Option Plan.
* 5 Opinion of Jones, Day, Reavis & Pogue.
23.1 Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5).
* 23.2 Consent of Arthur Andersen LLP, independent public accountant.
* 23.3 Consent of Deloitte & Touche LLP, independent public accountant.
* 23.4 Consent of Corbin R. Wertz, independent public accountant.
24 Power of Attorney (included in the signature page of this registration statement).
</TABLE>
* filed herewith
<PAGE> 1
EXHIBIT 4.2
AMENDMENT 2000-1 TO THE
DBT ONLINE, INC.
AMENDED AND RESTATED STOCK OPTION PLAN
WHEREAS, DBT Online, Inc., a Pennsylvania corporation (the "Company")
maintains the DBT Online, Inc. Amended and Restated Stock Option Plan (the
"Plan") for the benefit of its designated officers, directors, employees,
consultants, independent contractors, and principals of organizations involved
with the Company on significant projects;
WHEREAS, the Company, ChoicePoint Inc., a Georgia corporation
("ChoicePoint"), and ChoicePoint Acquisition Corporation, a Pennsylvania
corporation and a wholly owned subsidiary of ChoicePoint (the "Merger Sub"),
have entered into that certain Agreement and Plan of Merger, dated as of
February 14, 2000 (the "Merger Agreement"), pursuant to which, upon the closing
of the transactions contemplated thereunder, Merger Sub will be merged with and
into the Company and all issued and outstanding shares of Company common stock
will be exchanged for shares of ChoicePoint common stock, and all outstanding
options under the Plan to purchase Company common stock will be assumed by
ChoicePoint and converted to options to purchase ChoicePoint common stock;
WHEREAS, pursuant to the Merger Agreement, ChoicePoint has agreed to
assume sponsorship of the Plan effective as of the closing date of the merger,
and the Company has agreed to amend the Plan to provide for the terms of the
conversion of all outstanding options to purchase Company common stock to
options to purchase ChoicePoint common stock; and
WHEREAS, pursuant to Section 9(a) of the Plan, the Company's Board of
Directors may amend the Plan at any time.
NOW, THEREFORE, in consideration of the foregoing, the Plan is hereby
amended as follows:
1. A new paragraph 8 is added to the end of the Plan History
Section of the Plan to read as follows:
"8. On February 14, 2000, DBT Online, Inc. entered into
an Agreement and Plan of Merger with ChoicePoint Inc. and
ChoicePoint Acquisition Corporation, a wholly owned subsidiary
of ChoicePoint Inc. (the "Merger Agreement"). The Merger
Agreement provided that upon the closing of the transactions
contemplated by the merger, ChoicePoint Acquisition
Corporation would be merged with and into DBT Online, Inc. and
all outstanding shares of DBT Online, Inc. common stock were
to be exchanged for shares of ChoicePoint Inc. common stock on
the effective date of the merger. In addition, section 7.6 of
the Merger Agreement provided that ChoicePoint Inc. would
assume sponsorship of the Plan, and
<PAGE> 2
that all outstanding stock options granted under the Plan
prior to the closing of the merger would be assumed by
ChoicePoint and converted to stock options to purchase
ChoicePoint Inc. common stock on the effective date of the
merger."
2. A new Section 18 shall be added to the Plan to read as
follows:
"18. Merger of DBT Online, Inc. With and Into ChoicePoint
Acquisition Corporation.
(a) Plan Sponsor. Upon the closing date of the
transactions contemplated by that certain Agreement and Plan
of Merger, dated February 14, 2000, by and among the Company,
ChoicePoint Inc., and ChoicePoint Acquisition Corporation (the
"Merger Agreement"), ChoicePoint Inc. ("ChoicePoint") will
assume sponsorship of the Plan, and, for purposes of
administering all outstanding Stock Options to purchase
Company Stock, all references in the Plan to the "Company"
shall mean ChoicePoint.
(b) Stock Option Conversion. Upon the closing
date of the transactions contemplated by the Merger Agreement,
each existing Stock Option to purchase Company Stock shall be
assumed by ChoicePoint and converted to a Stock Option to
purchase shares of ChoicePoint common stock based on the
following exchange ratio:
The total number of Shares underlying each Stock
Option held by an Optionee to purchase Company Stock
shall be multiplied by 0.525, with the resultant
number rounded down to the nearest whole share, and
such number will represent the total number of shares
of ChoicePoint common stock that the Optionee may
purchase pursuant to his or her Stock Option.
(c) Exercise Price. The exercise price per share
of the converted option to purchase ChoicePoint common stock
shall be equal to the exercise price per share of Company
Stock provided in the Optionee's Grant Letter divided by
0.525, and such price per share shall be rounded up to the
nearest whole cent.
(d) Limitations. The conversion of the Stock
Option provided in this Section 18 shall be subject to all
terms and conditions for such Stock Option to continue to
comply with section 424(a) of the Code, and subject to any
limitations in this Section 18, the terms and conditions of
such Stock Option as provided in an Optionee's Grant Letter
shall remain unchanged."
<PAGE> 3
3. Full Force and Effect. Except as expressly provided in this
Amendment 2000-1, the Plan shall remain unchanged and in full force and effect.
4. Termination of Merger Agreement. Notwithstanding anything to
the contrary provided herein, this Amendment 2000-1 shall become effective on
the closing date under the Merger Agreement. In the event that the closing date
shall not occur and the Merger Agreement is terminated in accordance with its
terms, this Amendment 2000-1 shall be void ab initio and of no force and effect.
5. Effective Date. This Amendment 2000-1 to the Plan is hereby
adopted effective as of May 15, 2000.
IN WITNESS WHEREOF, and as evidence of the adoption of Amendment 2000-1
set forth herein, the Company has caused this Amendment to be executed this 15th
day of May 2000.
DBT ONLINE, INC.
/s/ J. HENRY MUETTERTIES
-----------------------------------
J. Henry Muetterties
Vice President, General Counsel
and Secretary
<PAGE> 1
EXHIBIT 5
JONES, DAY, REAVIS & POGUE
303 Peachtree Street, N.E.
3500 SunTrust Plaza
Atlanta, Georgia 30308
May 18, 2000
ChoicePoint Inc.
100 Alderman Drive
Alpharetta, Georgia 30005
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as special counsel to ChoicePoint Inc., a Georgia
corporation (the "Company"), in connection with the registration by the Company
of up to 2,903,291 shares of common stock, par value $.10 per share (the "Common
Stock"), to be issued in accordance with DBT Online, Inc. Amended and Restated
Stock Option Plan, as amended (the "Plan"), plus such additional shares as may
be issued for adjustment as provided in the Plan, pursuant to the Company's
Registration Statement on Form S-8 filed with the Securities and Exchange
Commission (the "Registration Statement") to which this opinion appears as
Exhibit 5.
As special counsel for the Company, we have examined such documents,
records and matters of law as we have deemed necessary for purposes of this
opinion.
We have assumed, without independent verification, the genuineness and
authorization of all signatures and the conformity to the originals of all
copies submitted to us or inspected by us as certified, conformed or photostatic
copies. Based on such examination, we are of the following opinion:
The Common Stock, when issued in the manner contemplated by the Plan,
will be validly issued, fully paid and nonassessable.
In rendering the foregoing opinion, our examination of matters of law
has been limited to the laws of the State of Georgia and the federal laws of the
United States of America, as in effect on the date hereof.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
/s/ JONES, DAY, REAVIS & POGUE
------------------------------
Jones, Day, Reavis & Pogue
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 18, 2000
included in ChoicePoint Inc.'s Form 10-K for the year ended December 31, 1999
and to all references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
- -----------------------
Atlanta, Georgia
May 19, 2000
<PAGE> 1
EXHIBIT 23.3
INDEPENDENT AUDITORS' CONSENT
To the Board of Directors of ChoicePoint Inc.:
We consent to the incorporation by reference in this Registration Statement of
ChoicePoint Inc. on Form S-8 of our report dated March 6, 2000 on the
consolidated financial statements 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.
/s/ Deloitte & Touche LLP
- -------------------------
Fort Lauderdale, Florida
May 19, 2000
<PAGE> 1
EXHIBIT 23.4
INDEPENDENT AUDITORS' CONSENT
To The Board of Directors of
Choicepoint, 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 in the period 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 this Registration Statement on Form S-8.
We consent to the incorporation by reference of said report in this
Registration Statement.
/s/ CORBIN & WERTZ
-------------------------------------
CORBIN & WERTZ
Irvine, California
May 19, 2000
