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 DUN & BRADSTREET 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 Dun & Bradstreet Corporation
One Diamond Hill Road
Murray Hill, NJ 07974
(Address, including zip code, of Registrant's principal executive office)
The Dun & Bradstreet Corporation 2000 Stock Incentive Plan
2000 Dun & Bradstreet Corporation Non-Employee Directors' Stock Incentive
Plan
(Full title of the Plan)
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David J. Lewinter
Vice President, Corporate Secretary and Acting General 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:
Richard A. Garvey, Esq.
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017-3954
(212) 455-2000
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CALCULATION OF REGISTRATION FEE
Title of Amount to Proposed Proposed Maximum Amount of
Securities to be Maximum Aggregate Offering Registration
be Registered Registered Offering Price Fee
Price Per
Share
Common Stock, 10,000,000 $24.6875(c) $246,865,000.00 (c) $61,718.75(c)
$0.01 par value
per share (a)
(b) . . . . . .
(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) The shares are issuable pursuant to the respective plans as follows:
The Dun & Bradstreet Corporation 2000 Stock Incentive Plan - 9,700,000;
2000 Dun & Bradstreet Corporation Non-Employee Directors' Stock
Incentive Plan - 300,000.
(c) Pursuant to Rules 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 average of the high and low prices of the
Common Stock reported on the New York Stock Exchange on December 19,
2000.
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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 Quarterly Report on Form 10-Q filed pursuant to the
Exchange Act (File No. 1-15967; Film No. 764527) on November 14,
2000.
(b) The Company's current report on Form 8-K filed pursuant to the
Exchange Act (File No. 1-15967; Film No. 734466) on October 4,
2000.
(c) The Company's Registration Statement on Form 10/A-3 filed pursuant
to the Exchange Act (file No. 1-15967) on September 14, 2000 (the
"Form 10 Registration Statement").
(d) The description of the Company's capital stock contained in the
Form 10 Registration Statement.
(e) 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.
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.
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Item 4. Description of Securities
Not required.
Item 5. Interests of Named Experts and Counsel
David J. Lewinter, Esq., Vice President, Corporate Secretary and Acting
General Counsel of the Company has rendered an opinion as to the legality of
Common Stock offered hereby. Mr. Lewinter holds shares and options for
shares in 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,
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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 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 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., Vice President,
Corporate Secretary and Acting General Counsel.
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");
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(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.
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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 19th day of December, 2000.
THE DUN & BRADSTREET CORPORATION
(Registrant)
By /s/ David J. Lewinter
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David J. Lewinter
Vice President, Corporate Secretary and
Acting General 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
--------- ----- -----
* Allan Z. Loren Chairman, Chief Executive December 19, 2000
--------------------------- Officer, President and
Allan Z. Loren Director (principal
executive officer)
/s/ Chester J. Geveda, Jr. Vice President/Controller December 19, 2000
--------------------------- and Acting Chief Financial
Chester J. Geveda, Jr. Officer (principal
financial and accounting
officer)
* Ronald L. Kuehn, Jr. Director December 19, 2000
---------------------------
Ronald L. Kuehn, Jr.
* Victor A. Pelson Director December 19, 2000
---------------------------
Victor A. Pelson
* Michael R. Quinlan Director December 19, 2000
---------------------------
Michael R. Quinlan
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* Naomi O. Seligman Director December 19, 2000
---------------------------
Naomi O. Seligman
By /s/ David J. Lewinter December 19, 2000
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* Attorney-in-Fact
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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 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., Vice President, Corporate
Secretary and Acting General Counsel.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of David J. Lewinter, Esq. (included in Exhibit 5).
24 Power of Attorney.
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Exhibit 5
December 19, 2000
The Dun & Bradstreet Corporation
One Diamond Hill Road
Murray Hill, New Jersey 07974
To the Board of Directors of
The Dun & Bradstreet Corporation
Ladies and Gentlemen:
I am Vice President, Corporate Secretary and Acting General Counsel
of The Dun & Bradstreet Corporation, a Delaware corporation (the "Company"),
and as such am familiar 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 10,000,000 shares of the
Company's common stock, par value $0.01 per share (the "Common Stock"), which
may be issued to employees in accordance with The Dun & Bradstreet
Corporation 2000 Stock Incentive Plan and to non-employee directors in
accordance with the 2000 Dun & Bradstreet Corporation Non-Employee Directors'
Stock Incentive Plan (the "Plans").
I have examined a copy of the Plans, the Registration Statement
(including the exhibits thereto) and the related Prospectuses (the
"Prospectuses"). In addition, I have examined, and have relied as to matters
of fact upon, the originals or copies, certified or otherwise identified to
my satisfaction, of such corporate records, agreements, documents and other
instruments and such certificates or comparable documents of public officials
<PAGE>
and of officers and representatives of the Company, and have made such other
and further investigations, as I have deemed relevant and necessary as a
basis for the opinions hereinafter set forth.
In such examination, I 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.
I hereby advise that in my opinion the shares of Common Stock
issuable in accordance with the Plans, when duly authorized and issued as
contemplated by the Registration Statement, the Prospectuses and the Plans,
will be validly issued, fully paid and non-assessable shares of Common Stock
of the Company.
I am a member of the Bar of the State of New York and 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.
I hereby consent to the filing of this opinion letter as an Exhibit
to the Registration Statement and further consent to the use of my name in
"Interests of Named Experts and Counsel" in the Registration Statement.
Very truly yours,
/s/ David J. Lewinter
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Exhibit 23.1
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 2, 2000, except as to the
effect of the Distribution described in Note 2 which is as of June 15, 2000
and Note 15 which is as of May 17, 2000, relating to the consolidated
financial statements of The Dun & Bradstreet Corporation and its subsidiaries
at December 31, 1999 and December 31, 1998 and for the three years ended
December 31, 1999 which appears in The New D&B Corporation's Registration
Statement on Form 10/A-3.
/s/ PricewaterhouseCoopers LLP
--------------------------------
PricewaterhouseCoopers LLP
New York, New York
December 19, 2000
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
of The Dun & Bradstreet Corporation (the "Company") in their respective
capacities set forth below constitutes and appoints David J. Lewinter and
Chester J. Geveda, Jr., 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 the common stock of the Company to be issued by the Company pursuant
to (i) The Dun & Bradstreet Corporation 2000 Stock Incentive Plan and (ii)
the 2000 Dun & Bradstreet Corporation Nonemployee Directors' Stock Incentive
Plan 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 the Registration Statement on Form S-8 or any 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 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 any of them, or
their substitutes, may lawfully do or cause to be done by virtue hereof.
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Signature Title Date
--------- ----- ----
/s/ Ronald L. Kuehn, Jr. Director December 19, 2000
---------------------------
Ronald L. Kuehn, Jr.
/s/ Allan Z. Loren Chairman, Chief Executive December 19, 2000
--------------------------- Officer and Director
Allan Z. Loren
/s/ Victor A. Pelson Director December 19, 2000
---------------------------
Victor A. Pelson
/s/ Michael R. Quinlan Director December 19, 2000
---------------------------
Michael R. Quinlan
/s/ Naomi O. Seligman Director December 19, 2000
---------------------------
Naomi O. Seligman
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