Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________________
THE NEW DUN & BRADSTREET CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 13-3998945
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
The Dun & Bradstreet Corporation
One Diamond Hill Road
Murray Hill, NJ 07974
(Address, including zip code, of Registrant's principal executive office)
1998 DUN & BRADSTREET CORPORATION REPLACEMENT PLAN
FOR CERTAIN EMPLOYEES HOLDING
DUN & BRADSTREET CORPORATION EQUITY-BASED AWARDS
(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 Maximum Proposed Maximum Amount of
Amount to be Offering Price Aggregate Offering Registration
Title of Securities to be Registered Registered Per Share Price Fee
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value per share(a) . . . . . 17,100,000 $.0033(b) $57,000(b) $16.82(b)
Options to purchase Common Stock . . . . . . . . . . 2,666,046 $16.81(c) $44,817,427.48(c) $13,221.14(c)
(a) Includes Preferred Share Purchase Rights which, prior to the occurrence of
certain events will not be exercisable or evidenced
separately from the Common Stock.
(b) Pursuant to Rule 457(f)(2) 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 one-third of the par value per share.
(c) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) of the Securities Act of 1933, as amended,
based on the excess of the market price of The Dun & Bradstreet
Corporation Common Stock on June 16, 1998 over the exercise price of the
Options to be surrendered.
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by The New 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
pursuant to the Exchange Act (file no. 1-14037) on June 18,
1998 (the "Form 10/A-2 Registration Statement")
(b) The description of the Company's capital stock contained in
the Form 10/A-2 Registration Statement.
(c) 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),
judgments, fines and amounts paid in settlement actually and reasonably
<PAGE>
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 Restated 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 Restated 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 Restated 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 may
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
(incorporated herein by reference to Exhibit 3.1 to the
Form 10/A-2 Registration Statement).
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 Coopers & Lybrand LLP
<PAGE>
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 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) 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 18th day of June, 1998.
THE NEW 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
Chairman, Chief Executive June 18, 1998
/s/ Volney Taylor Officer and Director (principal
- ------------------------- executive officer)
Volney Taylor
Senior Vice President and Chief June 18, 1998
/s/ Frank S. Sowinski Financial Officer (principal
- ------------------------- financial officer)
Frank S. Sowinski
/s/Chester J. Geveda, Jr. Vice President and Controller June 18, 1998
- ------------------------- (principal accounting officer)
Chester J. Geveda, Jr.
* Hall Adams, Jr. Director June 18, 1998
- -------------------------
Hall Adams, Jr.
*Clifford L. Alexander, Jr. Director June 18, 1998
- -------------------------
Clifford L. Alexander, Jr.
*Mary Johnsonton Evans Director June 18, 1998
- -------------------------
Mary Johnston Evans
<PAGE>
* Ronald L. Kuehn, Jr. Director June 18, 1998
- -------------------------
Ronald L. Kuehn, Jr.
* Robert J. Lanigan Director June 18, 1998
- -------------------------
Robert J. Lanigan
* Vernon R. Loucks, Jr. Director June 18, 1998
- -------------------------
Vernon R. Loucks, Jr.
* Henry A. McKinnell, Jr. Director June 18, 1998
- -------------------------
Henry A. McKinnell, Jr.
* Michael R. Quinlan Director June 18, 1998
- -------------------------
Michael R. Quinlan
June 18, 1998
By /s/ Nancy L. Henry
--------------------
Attorney-in-Fact
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description
4.1 Restated Certificate of Incorporation of the Company
(incorporated herein by reference to Exhibit 3.1 to the
Form 10/A-2 Registration Statement).
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 Coopers & Lybrand LLP
23.2 Consent of Simpson Thacher & Bartlett (included in
Exhibit 5)
24 Power of Attorney
<PAGE>
Exhibit 5
June 17, 1998
The New Dun & Bradstreet Corporation
One Diamond Hill Road
Murray Hill, New Jersey 07974
Ladies & Gentlemen:
We have acted as counsel to The New 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
17,100,000 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 1998 Dun & Bradstreet Corporation
Replacement Plan for Certain Employees Holding Dun & Bradstreet Corporation
Equity-Based Awards (the "Plan") and to 2,666,046 options to purchase Common
Stock ("Options") which may be issued under the Plan to former employees of
The Dun & Bradstreet Corporation in exchange for options previously granted
to such employees under the 1991 Key Employees Stock Option Plan for The Dun
& Bradstreet Corporation and Subsidiaries, the 1982 Key Employees Stock
Option Plan for The Dun & Bradstreet Corporation and Subsidiaries and the
1989 Key Employees Restricted Stock Plan of The Dun & Bradstreet Corporation.
We have examined a copy of the Plan, the Registration Statement
(including the exhibits thereto) and the related Prospectus (the
"Prospectus"). 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
<PAGE>
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:
1) the shares of Common Stock issuable in accordance with the
Plan, when duly authorized and issued as contemplated by the Registration
Statement, the Prospectus and the Plan, will be validly issued, fully paid
and non-assessable shares of Common Stock of the Company; and
2) the Options issuable in accordance with the Plan, when duly
authorized and issued as contemplated by the Registration Statement, the
Prospectus and the Plan, will be validly issued and will be valid and legally
binding obligations of the Company.
Our opinion set forth in paragraph 2 above is subject to the
effects of bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws relating to or affecting creditors' rights
generally, general equitable principles (whether considered in a proceeding
in equity or at law) and an implied covenant of good faith and fair dealing.
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.
<PAGE>
We hereby consent to the filing of this opinion letter as an
Exhibit to the Registration Statement.
Very truly yours,
SIMPSON THACHER & BARTLETT
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement on Form S-8 of The New Dun & Bradstreet Corporation ("D&B") and in
the related Prospectus 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/Coopers & Lybrand L.L.P.
- ---------------------------
Coopers & Lybrand L.L.P.
New York, New York
June 18, 1998
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
of 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
shares of Common Stock of the Company ("Common Stock") to be issued to: (1)
employees of the Company pursuant to the 1998 Dun & Bradstreet Corporation
Replacement Plan for Certain Employees Holding Dun & Bradstreet Corporation
Equity-Based Awards and the 1998 Dun & Bradstreet Corporation Key Employees'
Stock Incentive Plan; (2) non-employee directors of the Company pursuant to
the 1998 Dun & Bradstreet Corporation Replacement Plan for Certain Non-
Employee Directors Holding Dun & Bradstreet Corporation Equity-Based Awards
and the 1998 Dun & Bradstreet Corporation Non-Employee Directors' Stock
Incentive Plan; and (3) former employees of The Dun & Bradstreet Corporation
and its subsidiaries who elect, pursuant to a registered exchange offer to be
made by the Company, to exchange stock options held by them in The Dun &
Bradstreet Corporation for an adjusted number of replacement stock options
granted under the 1998 Dun & Bradstreet Corporation Replacement Plan for
Certain Employees Holding Dun & Bradstreet Equity-Based Awards; 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, Form S-3 or any
other Form 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.
<PAGE>
Signature Title Date
/s/ Hall Adams, Jr. Director June 3, 1998
- -------------------------------
Hall Adams, Jr.
/s/ Clifford L. Alexander, Jr. Director June 3, 1998
- -------------------------------
Clifford L. Alexander, Jr.
/s/ Mary Johnston Evans Director June 3, 1998
- -------------------------------
Mary Johnston Evans
/s/ Ronald L. Kuehn, Jr. Director June 3, 1998
- -------------------------------
Ronald L. Kuehn, Jr.
/s/ Robert J. Lanigan Director June 3, 1998
- -------------------------------
Robert J. Lanigan
/s/ Vernon R. Loucks, Jr. Director June 3, 1998
- -------------------------------
Vernon R. Loucks, Jr.
/s/ Henry A. McKinnell, Jr. Director June 3, 1998
- -------------------------------
Henry A. McKinnell, Jr.
/s/ Michael R. Quinlan Director June 3, 1998
- -------------------------------
Michael R. Quinlan
