Registration No. 333- ____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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THE NEW D&B CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 22-3725387
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
The New D&B Corporation
One Diamond Hill Road
Murray Hill, NJ 07974
(Address, including zip code, of Registrant's principal executive office)
PROFIT PARTICIPATION PLAN OF THE DUN & BRADSTREET CORPORATION
(Full title of the Plan)
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David J. Lewinter
President and Secretary
The New D&B 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:
Richard A. Garvey, Esq.
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017-3954
(212) 455-2000
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<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C>
Title of <C> Proposed Maximum Proposed Maximum <C>
Securities to Amount to be Offering Price Aggregate Amount of
be Registered Registered Per Share Offering Price Registration Fee
------------- ------------ ---------------- ---------------- ----------------
Common Stock, 3,000,000 $13.97(b) $41,910,000.00(b) $11,064.24(b)
$0.01 par
value per
share(a)
</TABLE>
(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(h)(1) and 457(c) 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 price of the Common Stock on a "when issued" basis on the
New York Stock Exchange on September 26, 2000.
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 above.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by The New D&B 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-3 filed on
September 14, 2000 pursuant to the Exchange Act (file no. 1-15967)
(the "Form 10 Registration Statement").
(b) The description of the Company's capital stock contained in the
Form 10 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 September 15, 2000.
(d) The annual report of the Profit Participation Plan of The Dun
& Bradstreet Corporation on Form 11-K as filed pursuant to the
Exchange Act on June 28, 2000.
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.
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<PAGE>
Item 5. Interests of Named Experts and Counsel
David J. Lewinter, Esq., President and Secretary of the Company has
rendered an opinion as to the legality of the Common Stock offered hereby.
Mr. Lewinter holds shares and options for shares in the parent of the
Company.
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
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.
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<PAGE>
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 (incorporated
herein by reference to Exhibit 3.1 to the Form 10 Registration
Statement).
4.2 By-Laws of the Company (incorporated herein by reference to
Exhibit 3.2 to the Form 10 Registration Statement).
4.3 The Rights Agreement, dated as of August 15, 2000, between the
Company and EquiServe Trust Company, N.A. (incorporated herein by
reference to Exhibit 1 to the Company's Registration Statement on
Form 8-A filed on September 15, 2000).
5 Opinion of David J. Lewinter, Esq., President and Secretary
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of David J. Lewinter (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
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<PAGE>
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.
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<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 27th day of September, 2000.
THE NEW D&B CORPORATION
(Registrant)
By /s/ David J. Lewinter
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David J. Lewinter
President and Secretary
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/ David J. Lewinter President and Secretary September 27, 2000
------------------------ (principal executive
David J. Lewinter officer)
/s/ Chester J. Geveda, Jr. Vice President/Controller September 27, 2000
------------------------ and Acting Chief Financial
Chester J. Geveda, Jr. Officer of the parent of
the Company (principal
financial and accounting
officer)
* Ronald L. Kuehn, Jr. Director September 27, 2000
------------------------
Ronald L. Kuehn, Jr.
* Allan Z. Loren Director September 27, 2000
-----------------------
Alan Z. Loren
* Victor A. Pelson Director September 27, 2000
------------------------
Victor A. Pelson
* Michael R. Quinlan Director September 27, 2000
------------------------
Michael R. Quinlan
* Naomi O. Seligman Director September 27, 2000
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Naomi O. Seligman
By /s/ David J. Lewinter September 27, 2000
------------------------
*Attorney-in-Fact
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<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 27th day of September, 2000.
The Profit Participation Plan of
The Dun & Bradstreet Corporation
By: /s/ Peter J. Ross
-----------------------------
Name: Peter J. Ross
Title: Chairman
Management Employee
Benefits Committee
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<PAGE>
INDEX TO EXHIBITS
Exhibit Description
Number
4.1 Restated Certificate of Incorporation of the Company
(incorporated herein by reference to Exhibit 3.1 to the
Form 10 Registration Statement).
4.2 By-Laws of the Company (incorporated herein by reference to
Exhibit 3.2 to the Form 10 Registration Statement).
4.3 The Rights Agreement, dated as of August 15, 2000, between the
Company and EquiServeTrust Company, N. A. (incorporated herein
by reference to Exhibit 1 to the Company's Registration
Statement on Form 8-A filed on September 15, 2000).
5. Opinion of David J. Lewinter, Esq., President and Secretary
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of David J. Lewinter (included in Exhibit 5)
24 Power of Attorney
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