As filed with the Securities and Exchange Commission on December 10, 1999
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------
FACTUAL DATA CORP.
(Exact name of registrant as specified in its charter)
Colorado 75-1236955
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5200 Hahns Peak Drive
Loveland, Colorado 80538
(970) 663-5700
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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1999 EMPLOYEE STOCK PURCHASE PLAN
1999 EMPLOYEE FORMULA AWARD STOCK OPTION PLAN
(Full title of the plan)
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Copies of communications to:
Samuel E. Wing, Esq.
Jones & Keller, P.C.
1625 Broadway, Suite 1600
Denver, Colorado 80202
(303) 573-1600
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of each class of Amount to Proposed maximum Proposed maximum Amount of
securities to be be offering price aggregate registration
registered registered per share offering price fee
- ----------------------- ---------- ----------------- ----------------- ------------
<S> <C> <C> <C> <C>
Common Stock 175,000 $7.13 $1,247,750 $329.41(1)
</TABLE>
(1) Calculated in accordance with Rule 457(c) under the Securities Act of
1933, as amended.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Note: The documents containing the 1999 Employee Stock Purchase Plan and
the 1999 Employee Formula Award Stock Option Plan required by Item 1 of Form S-8
will be sent or given to the pertinent individual(s) as specified by Rule 428
under the Securities Act of 1933, as amended (the "Securities Act"). In
accordance with Rule 428 and the requirements of Part I of Form S-8, such
documents are not being filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as prospectuses
or prospectus supplements pursuant to Rule 424 under the Securities Act. The
Registrant shall maintain a file of such documents in accordance with the
provisions of Rule 428. Upon request, the Registrant shall furnish to the
Commission or its staff a copy or copies of all of the documents included in
such file.
<PAGE>
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file with the
SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington,
D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the
public reference room. Our SEC filings are also available to the public at the
SEC's web site at
The SEC allows 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 later
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings we
will made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended. This Prospectus is part of a
Registration Statement we filed with the SEC. The documents we incorporate by
reference are:
<PAGE>
A. our Annual Report on Form 10-KSB for the Fiscal Year Ended December 31,
1998;
B. our Quarterly Report on Form 10-QSB for the quarter ended September 30,
1999;
C. the description of our Common Stock which is contained in Items 1 and 2
of our Registration Statement on Form 8-A filed pursuant to Section 12 of the
Exchange Act on May 5, 1998.
D. all documents we file pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Exchange Act after the date of this Prospectus and prior to the termination
of the offering of the shares offered hereby.
The Company will provide without charge to each person to whom a copy of
this Prospectus has been delivered, on the written or oral request of such
person, a copy of any or all of the documents referred to above which have been
or may be incorporated in this Prospectus by reference, other than exhibits to
such documents, and any or all other documents required to be delivered to
employees of the Company pursuant to Rule 428(b) under the Securities Act.
Written requests or requests by telephone for such copies, or additional
information about the Plan and its administrator, should be directed to Jeff
Koenig, Factual Data Corp., 5200 Hahns Peak Drive, Loveland, Colorado 80538,
(970) 663-5700.
<PAGE>
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Our Bylaws requires us to indemnify, to the fullest extent authorized by
applicable law, any person who is or is threatened to be made a party to any
civil, criminal, administrative, investigative, or other action or proceeding
instituted or threatened by reason of the fact that he is or was our director or
officer or is or was serving at our request as a director of officer of another
corporation, partnership, joint venture, trust or other enterprise.
Our Articles of Incorporation provides that, to the fullest extent
permitted by Colorado law, our directors and officers shall not be liable to us
or any of our shareholders for damages caused by a breach of fiduciary duty by
such director or officers.
Sections 7-109-102 and 103 of the Colorado Business Corporation Act
("CBCA") authorize the indemnification of directors and officers against
liability incurred by reason of being a director or officer and against expenses
(including attorney's fees) judgments, fines and amounts paid in settlement and
reasonably incurred in connection with any action seeking to establish such
liability, in the case of third-party claims, if the officer or director acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and in the case of actions by or in the
right of the corporation, if the officer or director acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interest of
the corporation and if such officer or director shall not have been adjudged
liable to the corporation, unless a court otherwise determines. Indemnification
is also authorized with respect to any criminal action or proceeding where the
officer or director also had no reasonable cause to believe his conduct was
unlawful.
We have entered into indemnification agreements with our executive officers
and directors which provide for certain defense costs and reimbursements.
The above discussion of our Articles of Incorporation, bylaws, the CBCA
and the indemnification agreements is only a summary and is qualified in its
entirety by the full text of each of the foregoing.
The Company also carries a Directors' and Officers' Liability Insurance
policy for its executive officers and directors.
Item 7. Exemption from Registration Claimed.
Not applicable.
<PAGE>
Item 8. Exhibits.
The following documents are filed as a part of this registration statement.
Exhibit
Number Description
4.1 Factual Data Corp. 1999 Employee Stock Purchase Plan.
4.2 Factual Data Corp. 1999 Employee Formula Award Stock Option Plan.
5 Opinion of Jones & Keller, P.C. regarding legality of securities.
23.1 Consent of Ehrhardt Keefe Steiner & Hottman PC.
23.2 Consent of Jones & Keller, P.C. (included in their opinion filed as
Exhibit 5).
24 Power of Attorney (see signature page of this Registration
Statement).
Item 9. Undertakings.
<PAGE>
A. The undersigned Registrant hereby undertakes:
B.
(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, as amended (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; 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.
C. The undersigned 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 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.
D. 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 of 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.
<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 Loveland, State of Colorado, on November 30, 1999.
FACTUAL DATA CORP.
By: /s/Jerald H. Donnan
Jerald H. Donnan, President
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Jerald
H. Donnan and Todd A. Neiberger, jointly and severally, as attorneys-in-fact,
each with the power of substitution for him or her in any and all capacities, to
sign any amendment to this Registration Statement and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting to said attorneys-in-fact, and each
of them, full power and authority to do and perform each and every act and thing
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 that said attorneys-in-fact or any of them, or their or his
or her substitutes, 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 below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
By: /s/ Jerald H. Donnan Chairman of the November 30,
Jerald H. Donnan Board of Directors, 1999
President and Chief
Executive Officer
(Principal Executive
Officer)
By: /s/ Todd A. Neiberger Chief Financial November 30,
Todd A. Neiberger Officer and a 1999
Director (Principal
Financial and
Accounting Officer)
By: /s/ James N. Donnan Vice President and a November 30,
James N. Donnan Director 1999
By: /s/ Robert J. Terry Director November 30,
Robert J. Terry 1999
By: /s/ Abdul H. Rajput Director November 30,
Abdul H. Rajput 1999
By: /s/ Daniel G. Helle Director November 30,
Daniel G. Helle 1999
By: /s/ J. Barton Goodwin Director November 30,
1999
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description
4.1 Factual Data Corp. 1999 Employee Stock Purchase Plan.
4.2 Factual Data Corp. 1999 Employee Formula Award Stock Option Plan.
5 Opinion of Jones & Keller, P.C. regarding legality of securities.
23.1 Consent of Ehrhardt Keefe Steiner & Hottman PC.
23.2 Consent of Jones & Keller, P.C. (included in their opinion
filed as Exhibit 5).
24 Power of Attorney (see signature page of this Registration
Statement).
FACTUAL DATA CORP.
1999 EMPLOYEE STOCK PURCHASE PLAN
1. Purpose. The purpose of the Plan is to provide employees of Factual
Data Corp. (the "Company") and its Designated Subsidiaries with an opportunity
to purchase Common Stock of the Company through accumulated payroll deductions.
It is the intention of the Company to have the Plan qualify as an "Employee
Stock Purchase Plan" under Section 423 of the Internal Revenue Code of 1986, as
amended. The provisions of the Plan, accordingly, shall be construed so as to
extend and limit participation in a manner consistent with the requirements of
that section of the Code.
2. Definitions.
(a) "Board" shall mean the Board of Directors of the Company.
(b) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(c) "Common Stock" shall mean the Common Stock of the Company.
(d) "Company" shall mean Factual Data Corp., a Colorado corporation, and
any Designated Subsidiary of the Company.
(e) "Compensation" shall mean all base straight time gross earnings and
commissions, exclusive of payments for overtime, shift premium,
incentive compensation, incentive payments, bonuses and other
compensation.
(f) "Designated Subsidiary" shall mean any Subsidiary which has been
designated by the Board from time to time in its sole discretion as
eligible to participate in the Plan.
(g) "Employee" shall mean any individual who is an Employee of the Company
for tax purposes whose customary employment with the Company is at
least twenty (20) hours per week and more than five (5) months in any
calendar year. For purposes of the Plan, the employment relationship
shall be treated as continuing intact while the individual is on sick
leave or other leave of absence approved by the Company, otherwise,
the employment relationship shall end upon the termination of
employment by the employee, the Company, or a Designated Subsidiary.
Where the period of leave exceeds 90 days and the individual's right to
reemployment is not guaranteed either by statute or by contract, the
employment relationship shall be deemed to have terminated on the 91st
day of such leave.
(h) "Enrollment Date" shall mean the first day of each Offering Period.
(i) "Exercise Date" shall mean the last day of each Offering Period.
(j) "Fair Market Value" shall mean, as of any date, the value of Common
Stock determined as follows:
<PAGE>
(i) If the Common Stock is listed on any established stock exchange
or a national market system, including without limitation The
Nasdaq National Market or The Nasdaq SmallCap Market, its Fair
Market Value shall be the closing sales price for such stock (or
the closing bid, if no sales were reported) as quoted on such
exchange or system for the last market trading day on the date of
such determination, as reported in The Wall Street Journal or such
other source as the Board deems reliable, or;
(ii) If the Common Stock is regularly quoted by a recognized
securities dealer but selling prices are not reported, its Fair
Market Value shall be the mean of the closing bid and asked prices
for the Common Stock on the date of such determination, as
reported in The Wall Street Journal or such other source as the
Board deems reliable, or;
(iii)In the absence of an established market for the Common Stock,
the Fair Market Value thereof shall be determined in good faith by
the Board.
(k) "Offering Period" shall mean a period of approximately three (3)
months during which an option granted pursuant to the Plan may be
exercised, commencing on the first Trading Day on or after January 1
and terminating on the last Trading Day in the period ending the
following March 31, or commencing on the first Trading Day on or after
April 1 and terminating on the last Trading Day in the period ending
the following June 30; or commencing on the first Trading Day on or
after July 1 and terminating on the last Trading Day in the period
ending the following September 30, or commencing on the first Trading
Day on or after October 1 and terminating on the last Trading Day in
the period ending the following December 31; provided, however, that
the first Offering Period under the Plan shall commence with the first
Trading Day on or after the date on which the Securities and Exchange
Commission declares the Company's Registration Statement effective and
ending on the last Trading Day on or before March 31, 2000. The
duration of Offering Periods may be changed pursuant to Section 4 of
this Plan.
(l) "Plan" shall mean this Employee Stock Purchase Plan.
(m) "Purchase Price" shall mean an amount equal to 90% of the Fair Market
Value of a share of Common Stock on the Exercise Date; provided,
however, that the Purchase Price may be adjusted by the Board pursuant
to Section 20.
(n) "Reserves" shall mean the number of shares of Common Stock covered by
each option under the Plan which have not yet been exercised and the
number of shares of Common Stock which have been authorized for
issuance under the Plan but not yet placed under option.
(o) "Subsidiary" shall mean a corporation, domestic or foreign, of which
not less than 50% of the voting shares are held by the Company or a
Subsidiary, whether or not such corporation now exists or is hereafter
organized or acquired by the Company or a Subsidiary.
<PAGE>
(p) "Trading Day" shall mean a day on which national stock exchanges and
the Nasdaq System are open for trading.
3. Eligibility.
(a) Subject to Section 5(a), any eligible Employee who shall be employed
by the Company on a given Enrollment Date shall be eligible to
participate in the Plan.
(b) Any provisions of the Plan to the contrary notwithstanding, no
Employee shall be granted an option under the Plan (i) to the extent
that, immediately after the grant, such Employee (or any other person
whose stock would be attributed to such Employee pursuant to Section
424(d) of the Code) would own capital stock of the Company and/or hold
outstanding options to purchase such stock possessing five percent (5%)
or more of the total combined voting power or value of all classes of
the capital stock of the Company or of any Subsidiary, or (ii) to the
extent that his or her rights to purchase stock under all Code Section
423 employee stock purchase plans of the Company and its subsidiaries
accrues at a rate which exceeds Twenty-Five Thousand Dollars ($25,000)
worth of stock (determined at the fair market value of the shares at
the time such option is granted) for each calendar year in which such
option is outstanding at any time.
4. Offering Periods. The Plan shall be implemented by consecutive Offering
Periods with a new Offering Period commencing on the first Trading Day on or
after January 1 and terminating on the last Trading Day in the period ending the
following March 31, or commencing on the first Trading Day on or after April 1
and terminating on the last Trading Day in the period ending the following June
30; or commencing on the first Trading Day on or after July 1 and terminating on
the last Trading Day in the period ending the following September 30, or
commencing on the first Trading Day on or after October 1 and terminating on the
last Trading Day in the period ending the following December 31 each year, or on
such other date as the Board shall determine, and continuing thereafter until
terminated in accordance with Section 20 of this Plan; provided, however, that
the first Offering Period under the Plan shall commence with the first Trading
Day on or after the date on which the Securities and Exchange Commission
declares the Company's Registration Statement effective and ending on the last
Trading Day on or before March 31, 2000. The Board shall have the power to
change the duration of Offering Periods (including the commencement dates
thereof) with respect to future offerings without stockholder approval if such
change is announced at least five (5) days prior to the scheduled beginning of
the first Offering Period to be affected thereafter.
5. Participation.
(a) An eligible Employee may participate in the Plan when the Employee has
been employed by the Company or one of its Designated Subsidiaries for
at least one year. An eligible Employee shall commence participation in
the Plan in the enrollment period coincident with or immediately
following the completion of such year of employment.
(b) An eligible Employee may become a participant in the Plan by
completing a subscription agreement authorizing payroll deductions in
the form of Exhibit A to this Plan and filing it with the Company's
payroll office prior to the applicable Enrollment Date.
<PAGE>
(c) Payroll deductions for a participant shall commence on the first
payroll following the Enrollment Date and shall end on the last payroll
in the Offering Period to which such authorization is applicable,
unless sooner terminated by the participant as provided in Section 10
of this Plan.
6. Payroll Deductions.
(a) At the time a participant files his or her subscription agreement, he
or she shall elect to have payroll deductions made on each pay day
during the Offering Period in an amount not exceeding ten percent (10%)
of the Compensation which he or she receives on each pay day during the
Offering Period. A participant's subscription agreement shall remain in
effect for successive Offering Periods. A participant may change his or
her payroll deductions for a successive Offering Period by completing
and filing a new subscription agreement as provided in Section 5.
(b) All payroll deductions made for a participant shall be credited to his
or her account under the Plan and shall be withheld in whole
percentages only. A participant may not make any additional payments
into such account.
(c) A participant may cease his or her payroll deductions during the
Offering Period by completing and filing with the Company a new
subscription agreement decreasing his or her payroll deductions to
zero. A cessation of payroll deductions shall not discontinue his or
her participation in the Plan. The cessation of payroll deductions
shall be effective with the first full payroll period following five
(5) business days after the Company's receipt of the new subscription
agreement unless the Company elects to process the change more quickly.
If a participant stops his or her payroll deductions during an
Offering Period, payroll deductions shall not resume at the beginning
of the succeeding Offering Period unless the participant completes and
files with the Company a new subscription agreement as provided in
Section 5.
(d) Notwithstanding the foregoing, to the extent necessary to comply with
Section 423(b)(8) of the Code and Section 3(b) of this Plan, a
participant's payroll deductions may be decreased to zero percent (0%)
at any time during an Offering Period. Payroll deductions shall
recommence at the rate provided in such participant's subscription
agreement at the beginning of the first Offering Period which is
scheduled to end in the following calendar year, unless terminated by
the participant as provided in Section 10 of this Plan.
(e) At the time the option is exercised, in whole or in part, or at the
time some or all of the Company's Common Stock issued under the Plan is
disposed of, the participant must make adequate provision for the
Company's federal, state, or other tax withholding obligations, if any,
which arise upon the exercise of the option or the disposition of the
Common Stock. At any time, the Company may, but shall not be obligated
to, withhold from the participant's compensation the amount necessary
for the Company to meet applicable withholding obligations, including
any withholding required to make available to the Company any tax
deductions or benefits attributable to sale or early disposition of
Common Stock by the Employee.
<PAGE>
7. Grant of Option. On the Enrollment Date of each Offering Period, each
eligible Employee participating in such Offering Period shall be granted an
option to purchase on the Exercise Date of such Offering Period (at the
applicable Purchase Price) up to a number of shares of the Company's Common
Stock determined by dividing such Employee's payroll deductions accumulated
prior to such Exercise Date and retained in the Participant's account as of the
Exercise Date by the applicable Purchase Price, and provided further that such
purchase shall be subject to the limitations set forth in Sections 3(b) and 11
of this Plan. Exercise of the option shall occur as provided in Section 8 of the
Plan, unless the participant has withdrawn pursuant to Section 10 of this Plan.
The Option shall expire on the last day of the Offering Period.
8. Exercise of Option. Unless a participant withdraws from the Plan as
provided in Section 10 of this Plan, his or her option will be exercised
automatically on the Exercise Date, and the maximum number of whole shares
subject to the option will be purchased for the Participant at the applicable
Purchase Price with the accumulated payroll deductions then credited to the
Participant's Account. Any amounts remaining in the Account representing a
fractional share shall be carried over to the next Offering Period. During a
participant's lifetime, a participant's option to purchase shares hereunder is
exercisable only by him or her.
9. Delivery. As promptly as practicable after each Exercise Date on which
a purchase of shares occurs, the shares purchased upon exercise of his or her
option shall be held on deposit with a qualified securities broker-dealer or
financial institution (hereafter both referred to as a "Financial Institution")
for each participant.
10. Withdrawal.
(a) Under the circumstances set forth in Section 19, a participant may
withdraw all but not less than all the payroll deductions credited to
his or her account and not yet used to exercise his or her option under
the Plan by giving written notice to the Company in the form of Exhibit
B to this Plan. All of the participant's payroll deductions credited to
his or her account shall be paid to such participant promptly after
receipt of notice of withdrawal and such participant's option for the
Offering Period shall be automatically terminated, and no further
payroll deductions for the purchase of shares shall be made for such
Offering Period. If a participant withdraws from his or her account
during an Offering Period, payroll deductions shall not resume at the
beginning of any succeeding Offering Period unless the participant
delivers to the Company a new subscription agreement.
(b) A participant's withdrawal from his or her account during an Offering
Period shall not have any effect upon his or her eligibility to
participate in any similar plan which may hereafter be adopted by the
Company or in succeeding Offering Periods which may commence after the
termination of the Offering Period during which the participant
withdraws.
<PAGE>
11. Termination of Employment. Upon a participant's ceasing to be an
Employee for any reason, he or she shall be deemed to have elected to withdraw
from the Plan and the payroll deductions credited to such participant's account
during the Offering Period but not yet used to exercise the option shall be
returned to such participant or, in the case of his or her death, to the person
or persons entitled thereto under Section 15 of this Plan, and such
participant's option shall be automatically terminated. The preceding sentence
notwithstanding, a participant who receives payment in lieu of notice of
termination of employment shall be treated as continuing to be an Employee for
the participant's customary number of hours per week of employment during the
period in which the participant is subject to such payment in lieu of notice.
12. Interest. No interest shall accrue on the payroll deductions of a
participant in the Plan.
13. Stock.
(a) Subject to adjustment upon changes in capitalization of the Company as
provided in Section 19 of this Plan, the maximum number of shares of
the Company's Common Stock which shall be made available for sale under
the Plan shall be 75,000 shares. If, on a given Exercise Date, the
number of shares with respect to which options are to be exercised
exceeds the number of shares then available under the Plan, the Company
shall make a pro rata allocation of the shares remaining available for
purchase in as uniform a manner as shall be practicable and as it shall
determine to be equitable.
(b) The participant shall have no interest or voting right in shares
covered by his or her option until such option has been exercised.
(c) Shares as held by a Financial Institution for a participant under the
Plan shall be registered in the name of the participant or if requested
by the participant, in the name of the participant and his or her
spouse.
14. Administration. The Plan shall be administered by the Board or a
committee of members of the Board appointed by the Board. The Board or its
committee shall have full and exclusive discretionary authority to construe,
interpret and apply the terms of the Plan, to determine eligibility and to
adjudicate all disputed claims filed under the Plan. Every finding, decision and
determination made by the Board or its committee shall, to the full extent
permitted by law, be final and binding upon all parties.
15. Designation of Beneficiary.
<PAGE>
(a) A participant may file a written designation of a beneficiary who is
to receive any shares on deposit with a Financial Institution for the
participant under the Plan in the event of such participant's death
subsequent to an Exercise Date on which the option is exercised. In the
event such shares are registered in the name of the participant and his
or her spouse, the Financial Institution shall disregard the
beneficiary designated and, in all events, shall deliver such shares
to the spouse, if he or she survives the participant. In addition, a
participant may file a written designation of a beneficiary who is to
receive any cash from the participant's account under the Plan in the
event of such participant's death prior to exercise of the option.
(b) Such designation of beneficiary may be changed by the participant at
any time by written notice. In the event of the death of a participant
and in the absence of a beneficiary validly designated under the Plan
who is living at the time of such participant's death, the Company or
Financial Institution shall deliver such shares and/or cash to the
executor or administrator of the estate of the participant, or if no
such executor or administrator has been appointed (to the knowledge of
the Company or Financial Institution), the Company or Financial
Institution, in their discretion, may deliver such shares and/or cash
to the spouse or to any one or more dependents or relatives of the
participant, or if no spouse, dependent or relative is known to the
Company or Financial Institution, then to such other person as the
Company or Financial Institution may designate.
16. Transferability. Neither payroll deductions credited to a
participant's account nor any rights with regard to the exercise of an option or
to receive shares under the Plan may be assigned, transferred, pledged or
otherwise disposed of in any way (other than by will, the laws of descent and
distribution or as provided in Section 15 of this Plan) by the participant. Any
such attempt at assignment, transfer, pledge or other disposition shall be
without effect.
17. Use of Funds. All payroll deductions received or held by the Company
under the Plan may be used by the Company for any corporate purpose, and the
Company shall not be obligated to segregate such payroll deductions.
18. Reports. Individual accounts shall be maintained for each participant
in the Plan. Statements of account shall be given to participating Employees at
least annually, which statements shall set forth the amounts of payroll
deductions, the Purchase Price and the number of shares purchased during the
previous calendar year.
19. Adjustments Upon Changes in Capitalization, Dissolution, Liquidation,
Merger or Asset Sale.
<PAGE>
(a) Changes in Capitalization. Subject to any required action by the
stockholders of the Company, the Reserves, the maximum number of shares
each participant may purchase per Offering Period (pursuant to Section
7), as well as the price per share and the number of shares of Common
Stock covered by each option under the Plan which has not yet been
exercised shall be proportionately adjusted for any increase or
decrease in the number of issued shares of Common Stock resulting from
a stock split, reverse stock split, stock dividend, combination or
reclassification of the Common Stock, or any other increase or decrease
in the number of shares of Common Stock effected without receipt of
consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been
"effected without receipt of consideration". Such adjustment shall be
made by the Board, whose determination in that respect shall be final,
binding and conclusive. Except as expressly provided herein, no
issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number
or price of shares of Common Stock subject to an option.
(b) Dissolution or Liquidation. In the event of the proposed dissolution
or liquidation of the Company, the Offering Period then in progress
shall be shortened by setting a new Exercise Date (the "New Exercise
Date"), and shall terminate immediately prior to the consummation of
such proposed dissolution or liquidation, unless provided otherwise by
the Board. The New Exercise Date shall be before the date of the
Company's proposed dissolution or liquidation. The Board shall notify
each participant in writing, at least ten (10) business days prior to
the New Exercise Date, that the Exercise Date for the participant's
option has been changed to the New Exercise Date and that the
participant's option shall be exercised automatically on the New
Exercise Date, unless prior to such date the participant has withdrawn
from the Offering Period as provided in Section 10 of this Plan.
(c) Merger or Asset Sale. In the event of a proposed sale of all or
substantially all of the assets of the Company, or the merger of the
Company with or into another corporation, each outstanding option shall
be assumed or an equivalent option substituted by the successor
corporation or a Parent or Subsidiary of the successor corporation. In
the event that the successor corporation refuses to assume or
substitute for the option, the Offering Period then in progress shall
be shortened by setting a new Exercise Date (the "New Exercise Date").
The New Exercise Date shall be before the date of the Company's
proposed sale or merger. The Board shall notify each participant in
writing, at least ten (10) business days prior to the New Exercise
Date, that the Exercise Date for the participant's option has been
changed to the New Exercise Date and that the participant's option
shall be exercised automatically on the New Exercise Date, unless
prior to such date the participant has withdrawn from the Offering
Period as provided in Section 10 of this Plan.
20. Amendment or Termination.
(a) The Board of Directors of the Company may at any time and for any
reason terminate or amend the Plan. Except as provided in Section 19 of
this Plan, no such termination can affect options previously granted,
provided that an Offering Period may be terminated by the Board of
Directors on any Exercise Date if the Board determines that the
termination of the Offering Period or the Plan is in the best interests
of the Company and its stockholders. Except as provided in Section 19
and Section 20 of this Plan, no amendment may make any change in any
option theretofore granted which adversely affects the rights of
any participant. To the extent necessary to comply with Section 423 of
the Code (or any other applicable law, regulation or stock exchange
rule), the Company shall obtain shareholder approval in such a manner
and to such a degree as required.
<PAGE>
(b) Without stockholder consent and without regard to whether any
participant rights may be considered to have been "adversely affected,"
the Board (or its committee) shall be entitled to change the Offering
Periods, limit the frequency and/or number of changes in the amount
withheld during an Offering Period, establish the exchange ratio
applicable to amounts withheld in a currency other than U.S. dollars,
permit payroll withholding in excess of the amount designated by a
participant in order to adjust for delays or mistakes in the Company's
processing of properly completed withholding elections, establish
reasonable waiting and adjustment periods and/or accounting and
crediting procedures to ensure that amounts applied toward the purchase
of Common Stock for each participant properly correspond with amounts
withheld from the participant's Compensation, and establish such other
limitations or procedures as the Board (or its committee) determines in
its sole discretion advisable which are consistent with the Plan.
(c) In the event the Board determines that the ongoing operation of the
Plan may result in unfavorable financial accounting consequences, the
Board may, in its discretion and, to the extent necessary or desirable,
modify or amend the Plan to reduce or eliminate such accounting
consequence including, but not limited to:
(i) altering the Purchase Price for any Offering Period, but not
including an Offering Period underway at the time of the change in
Purchase Price;
(ii) shortening any Offering Period so that Offering Period ends on a
new Exercise Date, but not including an Offering Period underway
at the time of the Board action; and
(iii)allocating shares.
Such modifications or amendments shall not require stockholder
approval or the consent of any Plan participants.
21. Notices. All notices or other communications by a participant to the
Company under or in connection with the Plan shall be deemed to have been duly
given when received in the form specified by the Company at the location, or by
the person, designated by the Company for the receipt thereof.
22. Conditions Upon Issuance of Shares. Shares shall not be issued with
respect to an option unless the exercise of such option and the issuance and
delivery of such shares pursuant thereto shall comply with all applicable
provisions of law, domestic or foreign, including, without limitation, the
Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended, the rules and regulations promulgated thereunder, and the requirements
of any stock exchange upon which the shares may then be listed, and shall be
further subject to the approval of counsel for the Company with respect to such
compliance.
As a condition to the exercise of an option, the Company may require the
person exercising such option to represent and warrant at the time of any such
exercise that the shares are being purchased only for investment and without any
present intention to sell or distribute such shares if, in the opinion of
counsel for the Company, such a representation is required by any of the
aforementioned applicable provisions of law.
<PAGE>
23. Term of Plan. The Plan shall become effective upon the earlier to
occur of its adoption by the Board of Directors or its approval by the
stockholders of the Company. It shall continue in effect for a term of ten (10)
years unless sooner terminated under Section 20 of this Plan.
IN WITNESS WHEREOF, and as conclusive evidence of the adoption of the
foregoing by directors of the Company, Factual Data Corp. has caused these
presents to be duly executed in its name and behalf by its proper officers
thereunto, duly authorized.
/s/ J.H. Donnan
- -----------------------------
J.H. Donnan, President
ATTEST:
/s/ James N. Donnan
- -----------------------------
James N. Donnan, Secretary
<PAGE>
EXHIBIT A
FACTUAL DATA CORP.
FACTUAL DATA CORP. 1999 EMPLOYEE STOCK PURCHASE PLAN
SUBSCRIPTION AGREEMENT
Offering Period Beginning:______________________
Original Application
Change of Beneficiary(ies)
- -----------------------------------------------------------------------
Name (Please print):___________________________________________________
(First) (Middle) (Last)
Social Security Number:__________ - ____________ -___________
Address:___________________________________________ Phone (With Area Code):
___________________________________________________ (W)________________
___________________________________________________ (H)________________
- -----------------------------------------------------------------------
1. I hereby elect to participate in the Factual Data Corp. Employee
Stock Purchase Plan (the "Plan") and subscribe to purchase shares of
the Company's Common Stock in accordance with this Enrollment
Agreement and the Plan.
2. I hereby authorize payroll deductions on each payroll date in the amount of %
of my Compensation (from 1 to 10%) during the Offering Period in accordance with
the Plan. (Please note that only whole percentages are permitted.)
3. I understand that said payroll deductions shall be accumulated for the
purchase of shares of Common Stock at the applicable Purchase Price determined
in accordance with the Plan. I understand that if I do not withdraw from an
Offering Period, any accumulated payroll deductions will be used to
automatically exercise my option.
4. I have received a copy of the complete Factual Data Corp.
Employee Stock Purchase Plan. I understand that my participation in
the Plan is in all respects subject to the terms of the Plan. I
understand that my ability to exercise the option under this
Subscription Agreement is subject to shareholder approval of the Plan.
5. Shares purchased for me under the Plan should be issued in the
name(s) of (Employee or Employee and Spouse only):_____________________________
6. I understand that if I dispose of any shares received by me pursuant to the
Plan within 2 years after the Enrollment Date (the first day of the Option
Period during which I purchased such shares) or 1 year after the Exercise Date,
I will be treated for federal income tax purposes as having received ordinary
income at the time of such disposition in an amount equal to the excess of the
fair market value of the shares at the time such shares were purchased by me
over the price which I paid for the shares. I hereby agree to notify the Company
in writing within 30 days after the date of any disposition of my shares and I
will make adequate provision for Federal, state or other tax withholding
obligations, if any, which arise upon the disposition of the Common Stock. The
Company may, but will not be obligated to, withhold from my compensation the
amount necessary to meet any applicable withholding obligation including any
withholding necessary to make available to the Company any tax deductions or
benefits attributable to sale or early disposition of Common Stock by me. If I
dispose of such shares at any time after the expiration of the 2-year and 1-year
holding periods, I understand that I will be treated for federal income tax
purposes as having received income only at the time of such disposition, and
that such income will be taxed as ordinary income only to the extent of an
amount equal to the lesser of (1) the excess of the fair market value of the
shares at the time of such disposition over the purchase price which I paid for
the shares, or (2) 10% of the fair market value of the shares on the first day
of the Option Period. The remainder of the gain, if any, recognized on such
disposition will be taxed as capital gain.
7. I hereby agree to be bound by the terms of the Plan. The effectiveness of
this Subscription Agreement is dependent upon my eligibility to participate in
the Plan.
8. In the event of my death, I hereby designate the following as my
beneficiary(ies) to receive all payments and shares due me under the Plan.
Shares held by the Financial Institution which have been registered in both my
name and my spouse's name shall be distributed to my spouse, if he or she
survives me, notwithstanding this beneficiary designation.
- --------------------------------------------------------------------------
Primary Beneficiary (please print):_______________________________________
(First) (Middle) (Last)
Relationship:_____________ Percentage Distribution (if Applicable):_______
Beneficiary's Address: ___________________________________________________
(include City, State, Zip)
Contingent or Other Beneficiary (please print):___________________________
(First) (Middle) (Last)
Relationship:_____________ Percentage Distribution (if Applicable):_______
Beneficiary's Address: ___________________________________________________
(include City, State, Zip)
Signature of Spouse:______________________________________________________
(Required if spouse is not named beneficiary)
- --------------------------------------------------------------------------
I UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT
SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.
Dated:____________________________ Signature of Employee____________________
<PAGE>
EXHIBIT B
FACTUAL DATA CORP.
1999 EMPLOYEE STOCK PURCHASE PLAN
NOTICE OF WITHDRAWAL
The undersigned participant in the Offering Period of the Factual Data
Corp. 1999 Employee Stock Purchase Plan which began on _________________, ______
(the "Enrollment Date") hereby notifies the Company that he or she hereby
withdraws from his or her account during the Offering Period. He or she hereby
directs the Company to pay to the undersigned as promptly as practicable all the
payroll deductions credited to his or her account with respect to such Offering
Period. The undersigned understands and agrees that his or her option for such
Offering Period will be automatically terminated. The undersigned understands
further that no further payroll deductions will be made for the purchase of
shares in the current Offering Period and the undersigned shall be eligible to
participate in any succeeding Offering Periods only by delivering to the Company
a new Subscription Agreement.
Name and Address of Participant:
------------------------------------
------------------------------------
------------------------------------
Signature:
------------------------------------
Date: _______________________________
FACTUAL DATA CORP.
1999 EMPLOYEE FORMULA AWARD STOCK OPTION PLAN
DEFINITIONS
"Affiliate" means any corporation or other entity, whether domestic or
foreign, in which the Company has or obtains, directly or indirectly, a
proprietary interest of more than 50% by reason of stock ownership or otherwise;
provided, however, that the Board may exclude any Affiliate from the Plan.
"Anniversary Date" is defined in Section 5 of the Plan.
"Board" means the Board of Directors of the Company.
"Committee" means the Compensation Committee of the Company which is
comprised of two or more directors designated by the Board; provided, however,
that no director shall serve as a member of the Committee unless he or she is a
"Non-Employee Director" within the meaning of such Rule 16b-3 under the
Securities Exchange Act of 1934, as amended ("Exchange Act").
"Common Stock" means the common stock of the Company.
"Company" means Factual Data Corp., a Colorado corporation.
"Compensation" means all gross earnings and commissions, including payments
for overtime, shift premium, incentive compensation, incentive payments, and
other compensation, but excluding all bonuses.
"Eligible Employee" is defined in Section 4.
"Exercise Notice" means the form of notice attached hereto as Exhibit B by
which a Participant elects to exercise an Option granted pursuant to this Plan.
"Exercise Price" means the Market Value of the Company's Common Stock as
of the date of grant of an Option pursuant to the Plan, subject to adjustment at
a later date pursuant to the Plan.
"Longevity Period" means the number of years in which an Eligible Employee
has been employed with the Company or its Affiliates as of any particular
Anniversary Date. Employment for over one-half of a year shall be considered to
be a full year of employment for purposes of determining the Longevity Period.
"Market Value" shall mean, as of any date, the value of Common Stock
determined as follows:
(1) If the Common Stock is listed on any established stock exchange
or a national market system, including without limitation The Nasdaq National
Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Market
Value shall be the closing sales price for such stock (or the closing bid, if no
sales were reported) as quoted on such exchange or system for the last market
trading day on the date of such determination, as reported in The Wall Street
Journal or such other source as the Board or the Committee deems reliable;
(2) If the Common Stock is regularly quoted by a recognized securities
dealer but selling prices are not reported, its Market Value shall be the mean
of the closing bid and asked prices for the Common Stock on the date of such
determination, as reported in The Wall Street Journal or such other source as
the Board or the Committee deems reliable; or
(3) In the absence of an established market for the Common Stock, the
Market Value thereof shall be determined in good faith by the Board or the
Committee.
"Option" means a non-qualified stock option issued pursuant to the terms
of the Plan.
"Participant" shall mean an Eligible Employee who has been granted an
Option pursuant to the Plan.
"Plan" means this Factual Data Corp. 1999 Employee Formula Award Stock
Option Plan.
"Stock Option Agreement" means the agreement attached hereto as Exhibit A
which evidences an Option issued under the Plan.
SECTION 1.Purpose of the Plan. The purpose of the Plan is to encourage
ownership of in the Common Stock of the Company by eligible employees of the
Company and its Affiliates and to provide increased incentive for such employees
to render services and to exert maximum effort for the business success of the
Company. In addition, the Company expects that the Plan will further strengthen
the identification of employees with the stockholders. Options to be granted
under this Plan are not intended to qualify as incentive stock options under the
Code. References to the "Company" in the Plan shall also include its Affiliates
when appropriate.
SECTION 2.Administration of the Plan.
(A) Board or Committee Administration. The Plan shall be administered by
the Board or the Committee if the Board delegates administration of the Plan to
the Committee.
(B) Committee Action. If the Plan is administered by the Committee, it
shall hold its meetings at such times and places as it may determine. A majority
of its members shall constitute a quorum, and all determinations of the
Committee shall be made by not less than a majority of its members that are
present. Any decision or determination reduced to writing and signed by a
majority of the members shall be fully effective as if it had been made by a
majority vote of its members at a meeting duly called and held. The Board or
Committee may designate the Secretary of the Company or other Company employees
to assist the Board or the Committee in the administration of the Plan, and may
grant authority to such persons to execute award agreements or other documents
on behalf of the Board or the Committee and the Company.
(C) Full Discretion. The Board or the Committee, as the case may be, shall
have full and exclusive discretionary authority to construe, interpret and apply
the terms of the Plan, to determine eligibility and to adjudicate all disputed
claims filed under the Plan. Every finding, decision and determination made by
the Board or the Committee shall be final and binding upon all parties.
SECTION 3.Stock Reserved for the Plan. Subject to adjustment as provided
in Section 6(J) hereof, the aggregate number of shares of Common Stock that may
be optioned under the Plan is 100,000. The Shares subject to the Plan shall
consist of authorized but unissued shares of Common Stock and such number of
shares shall be and is hereby reserved for sale for such purpose. Any of such
shares which may remain unsold and which are not subject to outstanding Options
at the termination of the Plan shall cease to be reserved for the purpose of the
Plan, but until termination of the Plan or the termination of the last of the
Options granted under the Plan, whichever last occurs, the Company shall at all
times reserve a sufficient number of shares to meet the requirements of the
Plan. Should any Option expire or be canceled prior to its exercise in full, the
shares theretofore subject to such Option may again be made subject to an Option
under the Plan.
SECTION 4.Eligibility. The persons eligible to participate in the Plan as
a recipient of Options ("Eligible Employee") shall include only employees of the
Company or its designated Affiliates at the time the Option is granted who meet
the following conditions:
o The employee has been employed with the Company or one of its designated
Affiliates for a least one year; and
o The employee works for the Company or one of its designated Affiliates
full-time. For purposes of this Plan, the term "full-time" shall mean that the
employee worked for the Company or one of its designated Affiliates an average
of at least 35 hours per week for the preceding year (excluding any Company
allowed holidays, vacation days or sick days).
Full-time employees of companies acquired by the Company or one of its
Affiliates will become eligible to participate in the Plan at the beginning of
the month which is at least 60 days after the closing date of the acquisition;
provided, however, that such employee has completed one year of employment (such
one year period shall include time employed by both the acquired company and the
Company).
SECTION 5.Grant of Options. Upon each Eligible Employee executing the
Stock Option Agreement attached hereto as Exhibit A, but subject to all
limitations and conditions in this Plan, including the number shares of Common
Stock authorized to be issued under this Plan, each Eligible Employee may, at
the discretion of the Board or Committee, annually be granted an Option to
purchase Common Stock beginning on the first day of the month following both
adoption of this Plan by the Shareholders of the Company and the registration of
the Plan under the Securities Act of 1933 (the "Anniversary Date").
SECTION 6.Terms and Conditions.
(A) Number of Shares. Unless revised by the Board, the number of shares of
Common Stock underlying the Options granted on each Anniversary Date to Eligible
Employees shall be the sum of:
(a) The quotient of (i) the Eligible Employee's Compensation for the
12 months preceding the Anniversary Date multiplied by 10%, divided by (ii) the
Market Value; plus
(b) The product of (i) 10% of the quotient obtained in (a) above,
multiplied by (ii) the Longevity Period.
By way of example, assume the following facts:
o John Doe (an Eligible Employee) has Compensation of $27,000 for the 12
months preceding an Anniversary Date;
o the Market Value of the stock is $9.00 per share;
o John Doe has been employed with the Company for two years and seven
months; therefore, his Longevity Period is three years; and
o ample shares unencumbered by existing Options authorized for issuance
under the Plan remain, and there are no other terms or conditions of the Plan
which would disallow the grant of an Option.
Based on the above, John Doe would be granted an Option to purchase 390
shares calculated as follows:
($27,000 x 0.10)/$9.00 = 300
(300 x 0.10) x 3 = 90
-----
Total shares 390
=====
Fractional shares will not be issued and will be rounded down to the
nearest whole number.
If the number of shares of Common Stock unencumbered by existing Options
is not sufficient to cover Options to be granted to all Eligible Employees at
any particular Anniversary Date, then the Options for that Anniversary Date
shall be proportionately reduced for each Eligible Employee. Notwithstanding
anything to the contrary, the Board shall have the right to either terminate the
Plan or indefinitely suspend or cancel all future grants of Options (including
for the current Anniversary Date). If the Plan is suspended, the Board may
reinstate the Plan and grant any suspended Options, in its sole discretion. The
Board shall have the right, at any time and in its sole discretion, to revise
the formula set forth in this Section 6(A).
(B) Option Period. The Board or Committee shall promptly notify the
Eligible Employee of an Option grant and the Stock Option Agreement shall
promptly be executed and delivered by and on behalf of the Company and the
Eligible Employee. The date of grant shall be the date the Option is actually
granted by the Board or Committee, even though the Stock Option Agreement may be
executed and delivered by the Company and the Eligible Employee after that date.
Each Stock Option Agreement shall provide that the Option expires 10 years from
the date of grant unless terminated sooner pursuant to the Plan.
(C) Exercise Price and Period. Shares of Common Stock underlying each
Option may be purchased at the Exercise Price. Options shall vest and become
exercisable to the extent of 20% of the total number of shares underlying the
Option upon the first anniversary of the date the Option was granted. Each
Option shall vest an additional 20% of the total number of shares underlying the
Option upon each successive anniversary until the Option becomes fully vested on
the fifth anniversary from the date of grant. To the extent a Participant does
not purchase in full the number of shares which he or she is entitled to
purchase, he or she may purchase then vested and unexercised shares until the
term of such Option expires; provided, however, that a Participant may only
request exercise of Options issued pursuant to this Plan twice in any 12 month
period, except that a Participant or his or her legal representative may
exercise Options upon termination of employment or upon disability, death or
retirement notwithstanding the foregoing limitation.
(D) Procedure for Exercise. Options shall be exercised by the delivery of
an Exercise Notice to the Secretary of the Company setting forth the number of
shares with respect to which the Option is being exercised. The Exercise Notice
shall be accompanied with payment which may be made in the following manner:
(a) in cash or certified check, cashier's check or money order
payable to the order of the Company;
(b) by delivery to the Company of irrevocable instructions to a
broker to deliver to the Company within three days the amount of the proceeds of
the sale of all or a portion of the shares or of a loan from the broker to the
Participant necessary to pay the exercise price and/or tax withholding
liability; or
(c) by surrendering shares of Common Stock of the Company all ready
owned by Participant which are equal to the corresponding Exercise Price and/or
tax withholding liability ("Stock Swap"), but only if the Board or Committee, in
its sole discretion, authorizes the exercise of this Option by Stock Swap upon
receipt of the Participant's Exercise Notice indicating his or her request for
Stock Swap. If the Board or Committee authorizes such Stock Swap, it may provide
for such terms and conditions upon such Stock Swap as it deems appropriate,
including whether such Stock Swap may be made by attestation, which attestation
shall be in the form determined by the Board or the committee, or by actual
delivery of such shares.
Subject to Section 11, as promptly as practicable after receipt of an
Exercise Notice and payment, the number of shares with respect to which such
Option has been so exercised shall be issued and held on deposit with a
qualified securities broker-dealer or financial institution (both hereafter
referred to as a "Financial Institution") for the Participant. Shares as held by
such Financial Institution shall be registered in the Participant's name or such
other name as the Participant directs. Delivery shall be deemed effected for all
purposes when a stock transfer agent of the Company shall have deposited such
certificates in the United States mail, addressed to the Financial Institution,
or when such stock transfer agent electronically processes such transfer.
(E) Termination of Employment. If a Participant ceases to be employed by
the Company for any reason other than death, disability or retirement, any
Option issued under this Plan which is exercisable on the date of such
termination of employment shall expire 90 days after the date of such
termination of employment; provided, however, that in no event may an Option be
exercised after its expiration under the terms of the Stock Option Agreement and
the Plan.
(F) Disability, Death or Retirement of Participant. In the event of the
disability, death or retirement of a Participant under the Plan while he or she
is employed by the Company, the Options issued under the Plan to him or her may
be exercised (to the extent the Option was exercisable at the date of
disability, death or retirement) at any time and from time to time, within a
twelve-month period after such determination of disability or the death or
retirement of a Participant, by the Participant or his or her legal
representative or representative of his or her estate, but in no event may an
Option be exercised after its expiration. A Participant shall be deemed to be
disabled if, in the opinion of a physician selected by the Board or Committee,
he or she is incapable of performing services for the Company of the kind he or
she was performing at the time the disability occurred by reason of any
medically determinable physical or mental impairment which can be expected to
result in death or to be of long, continued and indefinite duration. The date of
determination of disability for purposes hereof shall be the date of such
determination by such physician. A Participant shall be deemed to have retired
when he or she terminates employment with the Company on or after his or her
sixtieth (60th) birthday.
(G) No Assignment. Options shall not be assignable or otherwise
transferable except by will or by the laws of descent and distribution. During
the lifetime of a Participant, an Option shall be exercisable only by the
Participant.
(H) No rights as Stockholder. No Participant shall have any rights as a
stockholder with respect to shares covered by an Option until the date of
issuance of stock certificates to him or her with respect to the exercise of an
Option as provided in clause (D) above.
(I) Extraordinary Corporate Transactions. The existence of outstanding
Options or this Plan shall not affect in any way the right or power of the
Company or its stockholders to make or authorize any or all adjustments,
recapitalizations, reorganizations, exchanges, or other changes in the Company's
capital structure or its business, or any merger or consolidation of the
Company, or any issuance of Common Stock or other securities or subscription
rights thereto, or any issuance of bonds, debentures, preferred or prior
preference stock ahead of or affecting the Common Stock or the rights thereof or
the dissolution or liquidation of the Company, or any sale or transfer of all or
any part of its assets or business, or any other corporate act or proceeding,
whether of a similar character or otherwise.
(J) Change in Control
(a) Discontinuation of the Plan. The Plan shall be discontinued in
the event of the dissolution or liquidation of the Company or in the event of a
Reorganization (as hereinafter defined) in which the Company is not the
surviving or acquiring company, or in which the Company is or becomes a
wholly-owned subsidiary of another company after the effective date of the
Reorganization and no plan or agreement respecting the Reorganization is
established which specifically provides for the continuation of the Plan and the
change, conversion, or exchange of the Common Stock relating to existing Options
under this Plan for securities of another corporation. Upon the dissolution of
the Plan in connection with an event described in this subsection (a), all
Options shall become fully vested, unrestricted and immediately exercisable by
the holder thereof. Any Options granted under the Plan may be terminated as of a
date fixed by the Board, provided that no less than 20 days written notice of
the date so fixed shall be given to each Participant and each such Participant
shall have the right during such period to exercise all or any portion of such
Options.
(b) Continuation of the Plan Upon a Reorganization. In the event of a
Reorganization (as hereinafter defined) (i) in which the Company is not the
surviving or acquiring company, or in which the Company is or becomes a
wholly-owned subsidiary of another company after the effective date of the
Reorganization, and (ii) with respect to which there is a reorganization
agreement which undertakes to continue the Plan and to provide for the change,
conversion or exchange of the Stock attributable to outstanding Options for
securities of another corporation, then the Plan shall continue and the Board
shall adjust the shares under such outstanding Options (and shall adjust the
shares remaining under the Plan which are then to be available for the grant of
additional Options under the Plan, if the reorganization agreement makes
specific provisions therefor), in a manner not inconsistent with the provisions
of the reorganization agreement and this Plan for the adjustment, change,
conversion or exchange of such Options.
The term "Reorganization" as used in this subsection J shall mean any
statutory merger, statutory consolidation, sale of all or substantially all of
the assets of the Company, or sale, pursuant to an agreement with the Company,
of securities of the Company pursuant to which the Company is or becomes a
wholly-owned subsidiary of another company after the effective date of the
Reorganization.
(c) Adjustments and Determinations. Adjustments and determinations
under this subsection J shall be made by the Board, whose decisions as to what
adjustments or determinations shall be made, and the extent thereof, shall be
final, binding, and conclusive.
(K) Changes in Company's Capital Structure. If the outstanding shares of
Common Stock or other securities of the Company, or both, for which the Option
is then exercisable shall at any time be changed or exchanged by declaration of
a stock dividend, stock split, or combination of shares, the number and kind of
shares of Common Stock or other securities which are subject to the Plan or
subject to any Options theretofore granted, and the exercise prices, shall be
appropriately and equitably adjusted so as to maintain the proportionate number
of shares or other securities without changing the aggregate exercise price.
SECTION 7.Amendments or Termination . The Board may amend, alter or
discontinue the Plan at any time, but no amendment or alteration shall be made
which would impair the rights of any Participant with respect to outstanding
Options, without his or her consent.
SECTION 8.Compliance With Other Laws and Regulations. The Plan, the grant
and exercise of Options thereunder, and the obligation of the Company to sell
and deliver shares under such Options, shall be subject to all applicable
federal and state laws, rules and regulations and to such approvals by any
governmental or regulatory agency as may be required. The Company shall not be
required to issue or deliver any certificates for shares of Common Stock prior
to the completion of any registration or qualification of such shares under any
federal or state law or issuance of any ruling or regulation of any government
body which the Company shall, in its sole discretion, determine to be necessary
or advisable.
SECTION 9.Purchase for Investment. Unless the Options and shares of Common
Stock covered by this Plan have been registered under the Securities Act of
1933, as amended, or the Company has determined that such registration is
unnecessary, each person exercising an Option under this Plan may be required by
the Company to give a representation in writing that he is acquiring such shares
for his own account for investment and not with a view to, or for sale in
connection with, the distribution of any part thereof.
SECTION 10.Withholding Taxes.
(a) Upon exercise of an Option, a Participant, his beneficiaries, or
his estate shall pay all amounts to the Company which the Company deems
appropriate for the withholding of any taxes required in connection with the
exercise of Options granted under this Plan.
(b) Pursuant to the terms of Section 6(D)(c), any Participant may pay
all or any portion of the taxes required to be withheld by the Company or paid
by him in connection with the exercise of an Option by delivering previously
owned shares of Common Stock having a Market Value equal to the amount required
to be withheld or paid. A Participant must make the foregoing election on or
before the date that the amount of tax to be withheld is determined. All such
elections are irrevocable and subject to disapproval by the Board or Committee.
If approved, such elections are subject to such terms and conditions as may be
imposed by the Board or Committee.
SECTION 11. No Right to Company Employment. Nothing in this Plan or as a
result of any Option granted pursuant to this Plan shall confer on any
individual any right to continue in the employ of the Company or interfere in
any way with the right of the Company to terminate an individuals employment at
any time. The option agreements may contain such provisions as the Board or
Committee may approve with reference to the effect of approved leaves of
absence.
SECTION 12. Liability of Company. The Company which is in existence or
hereafter comes into existence shall not be liable to a Participant or other
persons as to:
<PAGE>
(a) The Non-Issuance of Shares. The non-issuance or sale of shares as
to which the Company has been unable to obtain from any regulatory body having
jurisdiction with the authority deemed by the Company's counsel to be necessary
to the lawful issuance and sale of any shares hereunder; and
(b) Tax Consequences. Any tax consequence expected, but not realized,
by any Participant or other person due to the exercise of any Option granted
hereunder.
SECTION 13. Effectiveness and Expiration of Plan. The Plan shall be
effective as of the first day of the month following both the adoption of this
Plan by the shareholders of the Company and the registration of the Plan under
the Securities Act of 1933. The Plan shall expire 10 years after the effective
date unless sooner terminated pursuant to the provisions of this Plan.
SECTION 14. Non-Exclusivity of the Plan. Neither the adoption by the Board
nor the submission of the Plan to the stockholders of the Company for approval
shall be construed as creating any limitations on the power of the Board to
adopt such other incentive arrangements as it may deem desirable, including
without limitation, the granting of restricted stock or stock options otherwise
than under the Plan, and such arrangements may be either generally applicable or
applicable only in specific cases.
SECTION 15. Governing Law. This Plan and any agreements hereunder shall be
interpreted and construed in accordance with the laws of the state Colorado and
applicable federal law.
IN WITNESS WHEREOF, and as conclusive evidence of the adoption of the
foregoing by directors of the Company, Factual Data Corp. has caused these
presents to be duly executed in its name and behalf by its proper officers
thereunto, duly authorized.
/s/ J.H. Donnan
- -----------------------------
J.H. Donnan, President
ATTEST:
/s/ James N. Donnan
- -----------------------------
James N. Donnan
Secretary
<PAGE>
EXHIBIT A
FACTUAL DATA CORP.
STOCK OPTION AGREEMENT
THIS AGREEMENT, made this ____ day of __________, by and between FACTUAL
DATA CORP. (the "Company"), and ____________ (the "Participant");
EXPLANATORY STATEMENTS:
WHEREAS, Participant on the date hereof is an employee of the Company or
any one of its Affiliates; and
WHEREAS, to induce the Participant to continue in his or her employ and to
further his or her efforts in its behalf, the Company desires to grant to
Participant an option to purchase shares of its Common Stock pursuant to its
1999 Employee Formula Award Stock Option Plan (the "Plan");
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, the Company and the Participant hereby agree as follows:
1. Grant of Option. The Company hereby grants to the Participant on the
date of this Agreement the option to purchase _____________ shares of Common
Stock of the Company (the "Option Stock") subject to the terms and conditions
herein contained and subject to the Plan. This option is intended to be granted
as a non-qualified stock option.
2. Exercise Price. During the term of this option, the purchase price for
the shares of Option Stock granted herein is $_______ per share ("Exercise
Price"), subject only to adjustment of such price as provided in the Plan.
<PAGE>
3. Exercisability and Term of Option. This option shall vest and become
exercisable to the extent of 20% of the total number of shares of Option Stock
specified in Paragraph 1 of this Agreement upon the first anniversary of the
date this option was granted, which shall be the date above written. This option
shall vest an additional 20% of the total number of shares of Option Stock upon
each successive anniversary of the date the option is granted until the fifth
anniversary date at which time the total number of shares of Option Stock shall
have vested. To the extent the Participant does not purchase in any option year
the full number of shares which he or she is entitled to purchase in that year,
he or she may purchase the same in any succeeding year until the term of such
option shall expire. This option shall terminate ten years from the date this
option is granted unless terminated earlier by reason of the Participant's
death, disability or termination of employment as provided in more detail in
Section 6(E) and (F) of the Plan and Paragraph 12 of this Agreement.
4. Personal Exercise by Participant. This option shall, during the lifetime
of the Participant, be exercisable only by him or her and shall not be
transferable by the Participant, in whole or in part, other than by will or by
the laws of descent and distribution. This option shall not, voluntarily or
involuntarily, be subjected to any lien, directly or indirectly, by operation of
law, or otherwise, including execution, levy, garnishment, attachment, pledge or
bankruptcy.
5. Manner of Exercise of Option. The option evidenced by this Agreement
may be exercised by the Participant (or by his or her permitted successor or
successors) by giving written notice in the form of the notice attached hereto
(the "Exercise Notice") to the Company at its principal place of business of an
election to exercise such option. The Exercise Notice shall specify the number
of shares of Option Stock to be purchased and shall include payment of the
Exercise Price:
(a) in cash or certified check, cashier's check or money order payable
to the order of the Company; or
(b) by delivery to the Company of irrevocable instructions to a broker
to deliver to the Company promptly the amount of the proceeds of the sale of all
or a portion of the Stock or of a loan from the broker to the Participant
necessary to pay the exercise price and/or tax withholding liability; or
(c) by surrendering shares of Company common stock all ready owned by
Participant the fair market value of which is equal to the corresponding
Exercise Price and/or tax withholding liability ("Cashless Exercise"), but only
if the Board of Directors, or a committee thereof, in their sole discretion,
authorizes the exercise of this option by Cashless Exercise upon receipt of the
Participant's Exercise Notice indicating his or her request for Cashless
Exercise, and subject to such terms and conditions as the Board of Directors, or
a committee thereof, may impose.
Subject to Section 8, upon payment of the full purchase price for the
shares to be purchased, shares for the Option Stock so purchased shall be held
on deposit with a Financial Institution for the Participant.
<PAGE>
6. Rights as a Shareholder. The Participant or a transferee of this option
shall have no rights as a shareholder with respect to any Option Stock until the
date of the issuance of such shares and their deposit with the Financial
Institution. No adjustment shall be made for dividends (ordinary or
extraordinary, whether in cash, securities or other property), distributions or
other rights for which the record date is prior to the date such shares are so
issued and deposited.
7. Stock Option Plan. The option evidenced by this Agreement is granted
pursuant to the Plan, a copy of which is attached hereto and hereby made a part
of this Agreement. This Agreement is subject to and in all respects limited and
conditioned as provided in the Plan. The Plan governs this Agreement, and, in
the event of any question as to the construction of this Agreement or of a
conflict between the Plan and this Agreement, the Plan shall govern.
8. Withholding Taxes. Subject to Section 5(c), upon the exercise of this
option, Participant, his beneficiaries or his estate shall pay to the Company
all amounts the Company deems appropriate for the withholding of any taxes
required in connection with this option.
9. Investment Purpose and Risks. (a) As a condition to the issuance by the
Company of Option Stock pursuant to this Agreement, the Participant, if required
by the Company, shall (a) represent that the shares of Option Stock are being
acquired for investment and not with a present intention of selling or otherwise
distributing and to make such other representations as may be necessary in order
to comply with federal and applicable state securities laws or appropriate to
qualify the issuance of the shares as exempt from the Securities Act of 1933 and
any other applicable securities laws, and (b) represent that Participant shall
not dispose of the shares of Option Stock in violation of the Securities Act of
1933 or any other applicable securities laws. The Company reserves the right to
place a legend on any stock certificate issued pursuant to the exercise of this
option to assure compliance with the foregoing.
(b) Participant acknowledges that (i) an investment in the Option
Stock involves significant risks and may represent an illiquid investment, (ii)
the Participant is able to bear the economic risks of an investment in the
Option Stock and is able to maintain his or her investment in the Option Stock
for an indefinite period of time, and (iii) Participant could bear a total loss
of the investment.
(c) Participant has reviewed and understood the latest information
incorporated by reference in paragraph 10 of this Agreement and is aware that he
or she is afforded an opportunity to discuss matters pertinent to an investment
in the Option Stock with the Company upon exercise.
(d) Participant has such knowledge and experience in financial
business matters to enable Participant to evaluate the merits and risks of an
investment in the Option Stock. Participants without such knowledge and
experience are strongly encouraged to consult with a financial, tax or legal
advisor before investing in the Option Stock.
<PAGE>
10. Documents Delivered and Incorporated by Reference. Participant
acknowledges receipt of the Plan and the Company's Prospectus dated ___________.
In addition, all documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the 1934 Act after the date of this Agreement (such as,
but not limited to, all reports on Forms 10-KSB, 10-QSB and 8-K) shall be deemed
to be incorporated in this Agreement by reference and to be a part hereof from
the date of filing such documents.
The Company will provide without charge to the Participant, on the written
or oral request of Participant, a copy of any and all of the incorporated
documents referred to above. Written requests or oral requests by telephone for
such copies, or additional information about the Plan, should be directed to
Jeff Koenig, Human Resources, Factual Data Corp., 5200 Hahns Peak Drive,
Loveland, Colorado 80538. In addition, all incorporated documents referred to
above can be reviewed and obtained from the Securities and Exchange Commission's
web site located at http://www.sec.gov.
11. Compliance with Securities Laws. This option shall be subject to the
requirement that, if at any time counsel to the Company shall determine that the
listing, registration or qualification of the Option Stock upon any securities
exchange or under any state or federal law, or the consent or approval of any
governmental or regulatory body, is necessary as a condition of, or in
connection with, the issuance or purchase of Option Stock thereunder, such
option may not be exercised in whole or in part unless such listing,
registration, qualification, consent or approval shall have been effected or
obtained on conditions acceptable to the Board of Directors or committee
thereto. Nothing herein shall be deemed to require the Company to apply for or
to obtain such listing, registration or qualification.
12. Termination of Employment. In the event the Participant shall cease to
be employed by the Company for reasons other than death, disability or
retirement on or after reaching the age of sixty (60), this option shall
terminate (notwithstanding Paragraph 3 of this Agreement) as of the date three
months after the date of termination of employment; provided, however, that in
no event can this option be exercised after its expiration date. In the event
the Participant shall cease to be employed by the Company for reasons of death,
disability or retirement on or after reaching the age of sixty (60), this option
shall terminate (notwithstanding Paragraph 3 of this Agreement) as of the date
12 months after the date of death, retirement or determination of disability;
provided, however, that in no event can this option be exercised after its
expiration date. This option shall be exercisable as provided above only to the
extent the option was exercisable on the date of termination, death, retirement
or determination of disability but had not previously been exercised.
<PAGE>
13. Scope of Agreement. This Agreement shall bind and inure to the benefit
of the Company and its successors and assigns and the Participant and any
successor or successors of the Participant permitted by Paragraph 4 above.
IN WITNESS WHEREOF, the Company and the Participant have executed this
Agreement in the manner appropriate to each, as of the day and year first above
written.
FACTUAL DATA CORP.
By: ______________________________
J.H. Donnan, President
PARTICIPANT
---------------------------------
Print Name:
Exhibit B
Notice of Intent to Exercise Stock Options
FROM:
Name: _______________________________ Social Security:__________________
Address:_________________________________________________________________
City:______________________________ State:_______ Zip:_________________
Telephone Number (with Area Code): Facsimile Number (with Area Code):
_________________________________ ___________________________________
To: Factual Data Corp. Stock Options c/o Great Lakes Strategies
2100 East Maple Road, Suite 100
Birmingham, MI 48009-6514
Fax: 248-614-4664
<TABLE>
<CAPTION>
Shares Option Price Owed to Limit
Grant Date ISO or Non- to Exercise per Share Factual Data Shares to Price (if
(MM/DD/YY) Qualified (A) (B) Corp.(A)X(B) be Sold applicable)
- ---------- --------- ----------- --------- ------------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
$ $ $
$ $ $
$ $ $
Totals $
</TABLE>
Note: If limit price left blank, shares will be sold at market. Limit order good
for 30 days from placement, unless cancelled earlier. Unless expected gross
proceeds on sale after broker's commission exceed amount owed to Factual Data
Corp., you must send a check for the shortfall, payable to Factual Data Corp.,
to Factual Data Corp. Accounting, 5200 Hans Peak Drive, Loveland, CO 80538. This
check must be received prior to the completion of the exercise.
To Whom It May Concern:
Pursuant to the terms of the Factual Data Corp. 1999 Employee Formula Award
Stock Option Plan, I hereby elect to exercise the above stated number of shares
of Factual Data Corp. Common Stock at the above stated option price(s) per share
from the stock option(s) granted to me on the above stated date(s). Also, if
indicated above, this notice reflects my request to sell the above-designated
number of shares.
Broker name___________________________ Broker fax number _________________
Account # ____________________ I understand that my exercise date will be the
date that Great Lakes Strategies receives this notice of exercise, with approval
if required, and that, if required, Factual Data Corp. Accounting has received
payment, or, if authorized by the Board of Directors or committee thereof,
shares held by me in payment, for the number of shares exercised. I also
understand that an exercise notice received by Great Lakes Strategies after 3:00
p.m. Eastern time will have an exercise date of the following business day.
Signature ________________________________ Date ___________________
Internal Use Only
Factual Data Corp. Confirmation: This Employee _____ is ______
is not a Section 16 insider
By: _____________________ Title: ______________ This Employee _____ is _____ is
not a Rule 144 Affiliate
Notice of Intent to Exercise Stock Options
Page 2
Name:__________________________________
Please deliver the certificate to:
The address above.
o The following address: Name:_______________________
Address Line 1:__________________
Address Line 2:_______________________________ City:______________________
State:______ Zip:__________
o My brokerage account: Account Number:____________________
Broker DTC Number:__________ Broker Name:_____________________________
Address Line 1:______________________________
Address Line 2:_______________________________ City:______________________
State:_____ Zip:__________
Please remit net proceeds on sale to:
The address above.
o The following address: Name:_____________________________
Address Line 1:____________________________
Address Line 2:_______________________________ City:______________________
State:_______ Zip:__________
o My bank or brokerage account: Account Number:____________________
Bank R&T Number:___________________
Bank or Broker Name:_____________________________
Address Line 1:____________________________
Address Line 2:_______________________________ City:______________________
State:_______ Zip:__________
In connection with my exercise of the stock option(s) with respect to
____________ shares of Factual Data Corp., same-day-sale broker or my broker is
authorized to transfer the amount of $__________ (payable to Factual Data Corp.)
which represents the aggregate exercise cost (plus any applicable withholding
taxes) for _________ shares of common stock.
(Please sign to execute transaction) Optionee:
_________________________________ Date: ________________
Approved: ________________________________
Date: ________________
Great Lakes Strategies, as Agent
for
Factual Data Corp.
Factual Data Corp. Stock Options
Fax Cover Sheet
==============================
Fax To: Fax From:
Name:
Factual Data Corp. Stock Options
Factual Data Corp. c/o Great Lakes Strategies
Stock Administration Attn:
Monica Workens
Phone Number Phone Number: 888-324-8095
Fax Number: Fax Number: 248-614-4664
Date: ___12/1/99 12:29 PM__
Number of pages transmitted including this cover page: 3
Comments:
If you want to exercise a Stock Option, please complete and sign the
following Notification of Intent to Exercise form.
Exercise Type Descriptions:
Exercise-and-Hold-All: You must make payment by check to Factual
Data Corp. (or if authorized by the Board of
Directors or committee, deliver shares in
payment) and mail along with the Notice of
Intent to Factual Data Corp. Accounting.
Accounting will advise GLS of the exercise and
GLS will arrange for a stock certificate to be
delivered to you or to your brokerage
account. (To calculate the total payment,
multiply the shares to be exercised by the
option price per share.)
Exercise-and-Sell-All: The same-day-sale broker will sell all
the shares exercised (assuming the limit
price is attained, as specified) and remit
payment to Factual Data Corp. You will
receive a check for the net proceeds after
the Factual Data Corp. payment and
commission.
Exercise-and-Retain-Some: The same-day-sale broker will sell the
number of shares you designate (assuming the
limit price is attained, as specified). If
insufficient shares are to be sold to cover the
amount owed to Factual Data Corp. and broker's
commission, you are required to pay Factual Data
Corp. Accounting for the difference. Otherwise,
net proceeds after payment to Factual Data Corp.
and the commission will be remitted per your
instructions. A stock certificate for the
remaining shares will be delivered per your
instructions.
<PAGE>
JONES & KELLER, P.C.
1625 Broadway, Suite 1600
Denver, Colorado 80202
(303) 573-1600
EXHIBIT 5
December 9, 1999
Factual Data Corp.
5200 Hahns Peak Drive
Loveland, Colorado 80538
Gentlemen:
You have requested our opinion in connection with the Registration
Statement on Form S-8 (the "Registration Statement") of Factual Data Corp. (the
"Corporation"), relating to the offer and sale of up to 175,000 shares of the
Common Stock of the Corporation (the "Common Stock") under the Corporation's
1999 Employee Stock Purchase Plan 1999 Employee Formula Award Stock Option Plan,
both of which have been adopted by the Corporation's Board of Directors and by
the Corporation's shareholders (the "Plans"). In connection with your request,
we have made such examinations of the corporate records and proceedings of the
Corporation and considered such questions of law and taken such further action
as we deemed necessary or appropriate to enable us to render this opinion.
Based upon such examination, we are of the opinion that when the Common
Stock has been purchased and the purchase price therefor has been paid as
described in the Plan and the Registration Statement, as the same may be
amended, and when the Corporation has complied with the Securities Act of 1933,
as amended, and with the securities laws of the State of Colorado and all other
jurisdictions in which Common Stock is to be sold pursuant to the issuances of
stock and exercise of stock options granted under the Plans, the Common Stock
will be legally issued, fully paid and non-assessable.
We consent to the filing of this opinion as Exhibit 5 to the Registration
Statement. In giving this consent, however, we do not admit that we are in the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933 or the Rules and Regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
JONES & KELLER, P.C.
/s/ Samuel E. Wing
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 10, 1999 appearing in Factual
Data Corp.'s Annual Report on Form 10-KSB for the year ended December 31, 1998.
/s/ Ehrhardt Keefe Steiner & Hottman PC
Denver, Colorado
December 9, 1999
