Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
THE DUN & BRADSTREET CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 13-3998945
(State or other (I.R.S. Employer
jurisdiction of Identification Number)
incorporation or
organization)
--------------------
The Dun & Bradstreet Corporation
One Diamond Hill Road
Murray Hill, NJ 07974
(Address, including zip code, of Registrant's
principal executive office)
THE PROFIT PARTICIPATION PLAN OF THE DUN & BRADSTREET
CORPORATION
(Full title of the Plan)
--------------------
Nancy L. Henry
Senior Vice President and Chief Legal Counsel
The Dun & Bradstreet Corporation
One Diamond Hill Road
Murray Hill, NJ 07974
(908) 665-5000
(Name, address, including zip code, and telephone
number, including area code, of Registrant's agent for service)
Copies to:
Joel S. Hoffman, Esq.
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017-3954
(212) 455-2000
--------------------<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum Amount of
Amount to be Offering Price Aggregate Registration
Title of Securities to be Registered Registered Per Share Offering Price Fee
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value per share<F1> . 4,000,000 $25.75<F2> $103,000,000<F2> $30,385<F2>
<FN>
<F1> Includes Preferred Share Purchase Rights which, prior to the occurrence of certain events, will not be exercisable or
evidenced separately from the Common Stock.
<F2> Pursuant to Rule 457(h)(1) under the Securities Act of 1933, the proposed maximum offering price per share, the proposed
maximum aggregate offering price and the amount of registration fee have been computed on the basis of the average of the high
and low prices of the Common Stock reported on the New York Stock Exchange Composite Tape on September 25, 1998.
</TABLE>
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by The Dun & Bradstreet Corporation (the
"Company" or the "Registrant") with the Securities and Exchange Commission
(the "Commission") pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), are hereby incorporated by reference in this
Registration Statement:
(a) The Company's Registration Statement on Form 10/A-2 filed on
June 18, 1998 pursuant to the Exchange Act (file no. 1-14037)
(the "Form 10/A-2 Registration Statement").
(b) The Company's Quarterly Report on Form 10-Q filed on August 14,
1998 (file no. 1-14037).
(c) The description of the Company's capital stock contained in the
Form 10/A-2 Registration Statement.
(d) The description of the Company's Preferred Share Purchase Rights
contained in the Company's Registration Statement on Form 8-A
filed on June 18, 1998.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date of this Registration Statement
and prior to the filing of a post-effective amendment to this Registration
Statement indicating that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be part
hereof from the date of filing of such documents. Any statement contained in
a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in
any subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities
Not required.
Item 5. Interests of Named Experts and Counsel
None.
Item 6. Indemnification of Directors and Officers
Section 145 of the General Corporation Law of the State of Delaware (the
"Delaware Law") empowers a Delaware corporation to indemnify any persons who
are, or are threatened to be made, parties to any threatened, pending or
completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of
such corporation), by reason of the fact that such person is or was an
officer, director, employee or agent of such corporation, or is or was
serving at the request of such corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise. The indemnity may include expenses (including attorneys' fees),
<PAGE>
judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding,
provided that such officer, director, employee or agent acted in good faith
and in a manner he reasonably believed to be in or not opposed to the
corporation's best interests, and, for criminal proceedings, had no
reasonable cause to believe his conduct was unlawful. A Delaware corporation
may indemnify officers and directors in an action by or in the right of the
corporation under the same conditions, except that no indemnification is
permitted without judicial approval if the officer or director is adjudged to
be liable to the corporation. Where an officer or director is successful on
the merits or otherwise in the defense of any action referred to above, the
corporation must indemnify him against the expenses which such officer or
director actually and reasonably incurred.
The Company's Certificate of Incorporation provides that the Company
shall indemnify directors and officers made party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, including appeals, to the fullest extent
permitted by the laws of the State of Delaware. Such indemnification shall
continue after an individual ceases to be an officer or director and shall
inure to the benefit of the heirs, executors and administrators of such
person. The Company's Certificate of Incorporation also provides that a
director of the Company shall not be personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except to the extent such exemption from liability or limitation thereof is
not permitted under the General Corporation Law of the State of Delaware as
the same exists or may hereafter be amended.
The indemnification rights conferred by the Certificate of Incorporation
of the Company are not exclusive of any other right to which a person seeking
indemnification may otherwise be entitled. The Company will also provide
liability insurance for the directors and officers for certain losses arising
from claims or charges made against them while acting in their capacities as
directors or officers.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The following exhibits are filed as part of this Registration Statement:
4.1 Restated Certificate of Incorporation of the
Company, as amended, effective June 30, 1998
(incorporated herein by reference to Exhibit
3.1 to the June 30, 1998 Form 10-Q)
4.2 By-Laws of the Company (incorporated herein by
reference to Exhibit 3.2 to the Form 10/A-2
Registration Statement)
4.3 The Rights Agreement, dated as of June 3, 1998,
between the Company and First Chicago Trust
Company of New York (incorporated herein by
reference to Exhibit 1 to the Company's
Registration Statement on Form 8-A filed on
June 18, 1998)
<PAGE>
5 Opinion of Simpson Thacher & Bartlett
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Simpson Thacher & Bartlett (included in Exhibit 5)
24 Power of Attorney
Item 9. Undertakings
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement;
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "Act");
(ii) to reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement (except to the extent the information required to be
included by clauses (i) or (ii) is contained in periodic reports filed by the
Company pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporated by reference into this Registration Statement);
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement.
(2) That, for the purposes of determining any liability under the Act, each
such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.
(4) That, for purposes of determining any liability under the Act, each
filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of
the Exchange Act (and each filing of the Profit Participation Plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this 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.
(5) To submit The Profit Participation Plan and any amendments to such plan
to the Internal Revenue Service (the "IRS") in a timely manner and to make all
changes required by the IRS in order to qualify such plan under Section 401 of
of the Internal Revenue Code of 1986.
<PAGE>
(6) Insofar as indemnification for liabilities arising under the 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 Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the 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 Murray Hill, State of New Jersey,
on this 25th day of September, 1998.
THE DUN & BRADSTREET CORPORATION
(Registrant)
By: /s/Nancy L. Henry
Nancy L. Henry
Senior Vice President
and Chief Legal Counsel
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 date indicated.
Signature Title Date
/s/Volney Taylor
- ----------------------------- Chairman, Chief Executive September 25, 1998
Volney Taylor Officer and Director
(principal executive
officer)
/s/Frank S. Sowinski
- ----------------------------- Senior Vice President and September 25, 1998
Frank S. Sowinski Chief Financial Officer
(principal financial
officer)
/s/Chester J. Geveda, Jr.
- ----------------------------- Vice President and September 25, 1998
Chester J. Geveda, Jr. Controller (principal
accounting officer)
* Hall Adams, Jr. Director September 25, 1998
- -----------------------------
Hall Adams, Jr.
* Clifford L. Alexander, Jr. Director September 25, 1998
- -----------------------------
Clifford L. Alexander, Jr.
* Mary Johnston Evans Director September 25, 1998
- -----------------------------
Mary Johnston Evans
* Robert R. Glauber Director September 25, 1998
- -----------------------------
Robert R. Glauber
<PAGE>
* Ronald L. Kuehn, Jr. Director September 25, 1998
- -----------------------------
Ronald L. Kuehn, Jr.
* Robert J. Lanigan Director September 25, 1998
- -----------------------------
Robert J. Lanigan
* Vernon R. Loucks Jr. Director September 25, 1998
- -----------------------------
Vernon R. Loucks Jr.
* Henry A. McKinnell, Jr. Director September 25, 1998
- -----------------------------
Henry A. McKinnell, Jr.
* Michael R. Quinlan Director September 25, 1998
- -----------------------------
Michael R. Quinlan
September 25, 1998
By: /s/Nancy L. Henry
Attorney-in-Fact
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Murray Hill, State of
New Jersey, on the 28th day of September, 1998.
The Profit Participation Plan of
The Dun & Bradstreet Corporation
By: /s/Peter J. Ross
Name: Peter J. Ross
Title: Chairman
Management Employee Benefits Committee
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description
4.1 Restated Certificate of Incorporation of the
Company, as amended, effective June 30, 1998
(incorporated herein by reference to Exhibit
3.1 to the June 30, 1998 Form 10-Q)
4.2 By-Laws of the Company (incorporated herein by
reference to Exhibit 3.2 to the Form 10/A-2
Registration Statement)
4.3 The Rights Agreement, dated as of June 3, 1998,
between the Company and First Chicago Trust
Company of New York (incorporated herein by
reference to Exhibit 1 to the Company's
Registration Statement on Form 8-A filed on
June 18, 1998)
5 Opinion of Simpson Thacher & Bartlett
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Simpson Thacher & Bartlett (included
in Exhibit 5)
24 Power of Attorney
Exhibit 5
September 23, 1998
The Dun & Bradstreet Corporation
One Diamond Hill Road
Murray Hill, New Jersey 07974
Ladies and Gentlemen:
We have acted as counsel to The Dun & Bradstreet Corporation, a
Delaware corporation (the "Company"), in connection with the Registration
Statement on Form S-8 (the "Registration Statement") which the Company
intends to file with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"), relating to
4,000,000 shares of the Company's authorized and unissued common stock, par
value $0.01 per share (the "Common Stock"), which may be purchased by or
issued to employees in accordance with The Profit Participation Plan of the
Dun & Bradstreet Corporation (the "Plan").
We have examined copies of the Plan, the Registration Statement
(including the exhibits thereto) and the related Summary Plan Description
(the "SPD"). In addition, we have examined, and have relied as to matters of
fact upon, the originals or copies, certified or otherwise identified to our
satisfaction, of such corporate records, agreements, documents and other
instruments and such certificates or comparable documents of public officials
and of officers and representatives of the Company, and have made such other
and further investigations, as we have deemed relevant and necessary as a
basis for the opinions hereinafter set forth.
In such examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents
of all documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of such latter documents.
We hereby advise you that in our opinion the shares of Common
Stock issuable in accordance with the Plan, when duly issued as contemplated
by the Registration Statement, the SPD and the Plan, will be validly issued,
fully paid and non-assessable shares of Common Stock of the Company.
We are members of the Bar of the State of New York and we do
not express any opinion herein concerning any law other than the law of the
State of New York and the Delaware General Corporation Law.
We hereby consent to the filing of this opinion letter as an
Exhibit to the Registration Statement.
Very truly yours,
/s/SIMPSON THACHER & BARTLETT
SIMPSON THACHER & BARTLETT
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement on Form S-8 of The Dun & Bradstreet Corporation ("D&B") of our
reports dated February 13, 1998, except for the effect of the 1998
Distribution described in Note 2 for which the date is April 15, 1998
and the restatement described in Note 1 for which the date is
June 17, 1998, on our audits of the consolidated financial statements as of
December 31, 1997 and December 31, 1996 and for the three years ended
December 31, 1997 which are included in D&B's Registration Statement on Form
10/A-2.
/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
New York, New York
September 28, 1998
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
of The Dun & Bradstreet Corporation (formerly known as The New Dun &
Bradstreet Corporation) (the "Company") in their respective capacities set
forth below constitutes and appoints Nancy L. Henry and Mitchell C. Sussis,
and each of them, his or her true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him or her and in his
or her name, place and stead, in any and all capacities, to do any and all
acts and all things and to execute any and all instruments which said
attorney and agent may deem necessary or desirable to enable the Company to
comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission
thereunder in connection with the registration under such Act of (i) shares of
Common Stock of the Company ("Common Stock") to be issued or transferred
pursuant to The Dun & Bradstreet Corporation Employee Stock Purchase Plan and
The Profit Participation Plan of The Dun & Bradstreet Corporation and (ii)
if applicable, plan interests thereunder, in each case to the extent that any
such registration may be required in the opinion of the executive officers of
the Company, upon the advice of counsel, including without limitation, the
power and authority to sign the name of the undersigned individual in the
capacity indicated below opposite the name of such individual to any
Registration Statement on Form S-8 relating to the registration of such
Common Stock to be filed with the Securities and Exchange Commission with
respect to said Common Stock, to sign any and all amendments (including
post-effective amendments) and supplements to any such Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done, 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 and agents, or either of them, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
Signature Title Date
/s/ Hall Adams, Jr.
- ------------------------------
Hall Adams, Jr. Director September 16, 1998
/s/ Clifford L. Alexander, Jr.
- ------------------------------
Clifford L. Alexander, Jr. Director September 16, 1998
/s/ Mary Johnston Evans
- ------------------------------
Mary Johnston Evans Director September 16, 1998
/s/ Robert R. Glauber
- ------------------------------
Robert R. Glauber Director September 16, 1998
/s/ Ronald L. Kuehn, Jr.
- ------------------------------
Ronald L. Kuehn, Jr. Director September 16, 1998
<PAGE>
/s/ Robert J. Lanigan
- ------------------------------
Robert J. Lanigan Director September 16, 1998
/s/ Vernon R. Loucks Jr.
- ------------------------------
Vernon R. Loucks Jr. Director September 16, 1998
/s/ Henry A. McKinnell, Jr.
- ------------------------------
Henry A. McKinnell, Jr. Director September 16, 1998
/s/ Michael R. Quinlan
- ------------------------------
Michael R. Quinlan Director September 16, 1998
