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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
CHOICEPOINT INC.
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(Exact Name of Registrant as Specified in Its Charter)
Georgia 58-2309650
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(State of Incorporation or Organization) IRS Employer Identification No.
1000 Alderman Drive
Alpharetta, Georgia 30005
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box. [X]
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form
relates: ____________________(if applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
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<CAPTION>
Title of Each Class Name of Each Exchange On Which
To Be So Registered Each Class Is To Be Registered
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<S> <C>
Rights to Purchase New York Stock Exchange
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Common Stock
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Securities to be registered pursuant to Section 12(g) of the Act:
Not Applicable
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(Title of Class)
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
General
On February 14, 2000, ChoicePoint Inc., a Georgia corporation
("ChoicePoint"), further amended the Rights Agreement, dated October 29, 1997
(the "Plan"), (a) to modify the definition of "Acquiring Person" in the Plan to
exclude DBT Online, Inc., a Pennsylvania corporation ("DBT"), and its affiliates
and associates; (b) to modify the definition of "Distribution Date" in the Plan
to clarify that a Distribution Date did not occur by virtue of execution of the
Agreement and Plan of Merger (the "Merger Agreement"), entered into as of
February 14, 2000, between ChoicePoint, ChoicePoint Acquisition Corporation, a
Pennsylvania corporation and wholly owned subsidiary of ChoicePoint
("ChoicePoint-Sub"), and DBT, or by virtue of any of the transactions
contemplated by the Merger Agreement; (c) to modify Section 11 of the Plan to
clarify that the section does not apply to the transactions contemplated by the
Merger Agreement; and (d) to modify Section 13 of the Plan to clarify that the
section does not apply to the transactions contemplated by the Merger Agreement.
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ITEM 2. EXHIBITS
The following exhibits are filed as part of the Registration Statement:
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<S> <C>
3.1 Articles of Incorporation, as amended (incorporated by
reference to Exhibit 3.01 in ChoicePoint's Registration
Statement on Form S-1. (Commission File No. 333-30297), filed
June 30, 1997).
3.2 Bylaws, as amended (incorporated by reference to Exhibit 3.02
in ChoicePoint's Form 10-Q (Commission File No. 001-13069),
filed August 13, 1999).
4.1 Rights Agreement, dated as of October 29, 1997, by and between
ChoicePoint Inc. and SunTrust Bank, Atlanta (incorporated by
reference to Exhibit 4.02 in ChoicePoint's Form 8-A
(Commission File No. 001-13069), filed November 5, 1997).
4.2 Amendment No. 1 to the Rights Agreement, dated as of June 21,
1999 (incorporated by reference to Exhibit 4.02 in
ChoicePoint's Form 8-A/A (Commission File No. 001-13069),
filed August 17, 1999).
4.3 Amendment No. 2 to the Rights Agreement, dated as of February
14, 2000 (incorporated by reference to Exhibit 4.1 in
ChoicePoint's Form 8-K (Commission File No. 001-13069), filed
February 15, 2000).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
CHOICEPOINT INC.
By: /s/ J. MICHAEL DE JANES
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J. Michael de Janes
General Counsel and Secretary
Dated: March 22, 2000
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EXHIBIT INDEX
The following exhibits are filed as part of the Registration Statement:
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<S> <C> <C>
3.1 Articles of Incorporation, as amended (incorporated by
reference to Exhibit 3.01 in ChoicePoint's Registration
Statement on Form S-1. (Commission File No. 333-30297), filed
June 30, 1997).
3.2 Bylaws, as amended (incorporated by reference to Exhibit 3.02
in ChoicePoint's Form 10-Q (Commission File No. 001-13069),
filed August 13, 1999).
4.1 Rights Agreement, dated as of October 29, 1997, by and between
ChoicePoint Inc. and SunTrust Bank, Atlanta (incorporated by
reference to Exhibit 4.02 in ChoicePoint's Form 8-A
(Commission File No. 001-13069), filed November 5, 1997).
4.2 Amendment No. 1 to the Rights Agreement, dated as of June 21,
1999 (incorporated by reference to Exhibit 4.02 in
ChoicePoint's Form 8-A/A (Commission File No. 001-13069),
filed August 17, 1999).
4.3 Amendment No. 2 to the Rights Agreement, dated as of February
14, 2000 (incorporated by reference to Exhibit 4.1 in
ChoicePoint's Form 8-K (Commission File No. 001-13069), filed
February 15, 2000.
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