As filed with the Securities and Exchange Commission on October 25, 2000
Registration No. 333-92693
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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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 registered be registered offering price aggregate registration fee
per share offering price
<S> <C> <C> <C> <C>
Common Stock 175,000 $7.13 $1,247,750 $329.41(1)
Common Stock 300,000 $8.13 $2,439,000 $643.90(2)
--------------------------------------------------------------------------------
</TABLE>
(1) Previously paid.
(2) Calculated in accordance with Rule 457(c) under the Securities Act of 1933,
as amended.
<PAGE>
Pursuant to the undertakings included in Item 9(a) of this Registration
Statement on Form S-8 as filed with the Securities and Exchange Commission on
December 14, 1999 (#333-92693) which is incorporated herein by reference, and as
required by General Instruction E of Form S-8, Factual Data Corp. hereby
registers an additional 300,000 shares of its Common Stock issuable pursuant to
its 1999 Employee Formula Award Stock Option Plan.
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.1
4.2 Factual Data Corp. 1999 Employee Formula Award Stock Option Plan.1
5 Opinion of Jones & Keller, P.C. regarding legality of securities.1
5.1 Opinion of Jones & Keller, P.C. regarding legality of additional
securities.2
23.1 Consent of Ehrhardt Keefe Steiner & Hottman PC.1
23.2 Consent of Jones & Keller, P.C. (included in their opinion filed as Exhibit
5.1).
24 Power of Attorney (see signature page of this Registration Statement).1
--------------------
1 Previously filed.
2 Filed herewith.
2
<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
Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 to be
signed on its behalf by the undersigned, thereunto duly authorized in the City
of Loveland, State of Colorado, on September 11, 2000.
FACTUAL DATA CORP.
By: /s/Jerald H. Donnan
---------------------------
Jerald H. Donnan, President
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 Board October 19, 2000
------------------- of Directors, President
Jerald H. Donnan and Chief Executive Officer
(Principal Executive Officer)
By:/s/Todd A. Neiberger Chief Financial Officer October 19, 2000
-------------------- and a Director (Principal
Todd A. Neiberger Financial and Accounting
Officer)
By:/s/Jerald H. Donnan Vice President and a October 19, 2000
------------------- Director
Power of Attorney for
James N. Donnan
By:/s/Jerald H. Donnan Director October 19, 2000
-------------------
Power of Attorney for
Robert J. Terry
By:/s/Jerald H. Donnan Director October 19, 2000
-------------------
Power of Attorney for
Abdul H. Rajput
By:/s/Jerald H. Donnan Director October 19, 2000
-------------------
Power of Attorney
for Daniel G. Helle
3
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
------ -----------
5.1 Opinion of Jones & Keller, P.C. regarding legality of additional
securities.
23.2 Consent of Jones & Keller, P.C. (included in their opinion filed as Exhibit
5.1).
4
