<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 31, 1996
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 13-2740040
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
THE DUN & BRADSTREET CORPORATION
187 DANBURY ROAD
WILTON, CT 06897
(Address, including zip code, of Registrant's principal executive office)
FOUNDERS MATCH PROGRAM
(Full title of the Plan)
WILLIAM H. BUCHANAN, JR., ESQ.
VICE PRESIDENT - LAW
THE DUN & BRADSTREET CORPORATION
187 DANBURY ROAD
WILTON, CT 06897
(203) 834-4200
(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
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==================================================================================================================================
PROPOSED PROPOSED
AMOUNT TO MAXIMUM MAXIMUM AMOUNT OF
BE OFFERING PRICE AGGREGATE REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED REGISTERED PER SHARE(a) OFFERING PRICE (a) FEE (a)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $1.00 par value per share(b) 764,063 $58.1875 $44,458,916 $13,472
- ----------------------------------------------------------------------------------------------------------------------------------
Options to purchase Common Stock (c) 2,292,188 $19.40 $44,468,467 $13,475
==================================================================================================================================
</TABLE>
(a) 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 closing prices of the Common Stock
reported on the New York Stock Exchange Composite Tape on October 29,
1996.
(b) Includes Preferred Share Purchase Rights which, prior to the occurrence of
certain events will not be exercisable or evidenced separately from the
Common Stock.
(c) Issuable pursuant to the Key Employees' Stock Incentive Plan.
<PAGE> 2
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 Act of 1934, as amended (the "Exchange
Act"), are hereby incorporated by reference in this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1995.
(b) The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1996 and June 30, 1996.
(c) The Company's Current Reports on Form 8-K filed on January 12,
1996 and October 24, 1996.
(d) The description of the Company's capital stock contained in the
Company's Registration Statement on Form S-3 (Registration No.
33-10462) filed on November 28, 1986.
(e) The description of the Company's Preferred Share Purchase Rights
contained in the Company's Registration Statement on Form 8-A
(File No. 1-7155) filed on October 28, 1988.
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 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 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
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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 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 dated June 15, 1988
(incorporated herein by reference to Exhibit 4(A) to Registration No.
33-25774 on Form S-8 filed November 25, 1988).
4.2 By-Laws of the Company (incorporated herein by reference to Exhibit E to
the registrant's Annual Report on Form 10-K for the year ended December 31,
1993 (File No. 1-7155) filed March 25, 1994).
4.3 The Rights Agreement, dated as of October 19, 1988, between the Company and
Morgan Shareholder Services Trust Company (attached as Exhibit 1 to the
Company's Registration Statement on Form 8-A (File No. 1-7155) filed on
October 28, 1988 and incorporated herein by reference).
5. Opinion of William H. Buchanan, Jr.
23.1 Consent of Coopers & Lybrand LLP
23.2 Consent of William H. Buchanan, Jr. (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.
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(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.
3
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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 Wilton, State of Connecticut, on this 29th day of
October, 1996.
DUN & BRADSTREET CORPORATION
(Registrant)
By /s/ William H. Buchanan, Jr.
--------------------------------------
William H. Buchanan, Jr.
Vice President-Law
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
*Robert E. Weissman Chairman, Chief Executive
- ---------------------------------------- Officer and Director (principal
Robert E. Weissman executive officer)
*Volney Taylor Executive Vice President and
- ---------------------------------------- Director
Volney Taylor
*Nicholas L. Trivisonno Executive Vice President and
- ---------------------------------------- Chief Financial Officer (principal
Nicholas L. Trivisonno financial officer
*Thomas W. Young Senior Vice President and
- ---------------------------------------- Controller (principal accounting
Thomas W. Young officer)
*Hall Adams, Jr. Director
- ----------------------------------------
Hall Adams, Jr.
*Clifford L. Alexander, Jr. Director
- ----------------------------------------
Clifford L. Alexander, Jr.
*Mary Johnston Evans Director
- ----------------------------------------
Mary Johnston Evans
</TABLE>
4
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<TABLE>
<S> <C> <C>
*Robert J. Lanigan Director
- ----------------------------------------
Robert J. Lanigan
*Vernon L. Loucks, Jr. Director
- ----------------------------------------
Vernon L. Loucks, Jr.
*John R. Meyer Director
- ----------------------------------------
John R. Meyer
*James R. Peterson Director
- ----------------------------------------
James R. Peterson
Director
- ----------------------------------------
M. Bernard Puckett
*Michael R. Quinlan Director
- ----------------------------------------
Michael R. Quinlan
October 29, 1996
*By /s/ William H. Buchanan, Jr.
- ----------------------------------------
Attorney-in-Fact
</TABLE>
5
<PAGE> 7
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Description Sequentially
Number Numbered Page
<S> <C>
4.1 Restated Certificate of Incorporation of the Company dated June 15, 1988
(incorporated herein by reference to Exhibit 4(a) to Registration No.
33-25774 on Form S-8 filed November 25, 1988).
4.2 By-Laws of the Company (incorporated herein by reference to Exhibit E to
the registrant's Annual Report on Form 10-K for the year ended December 31,
1993 (File No. 1-7155) filed March 25, 1994).
4.3 The Rights Agreement, dated as of October 19, 1988, between the Company and
Morgan Shareholder Services Trust Company (attached as Exhibit 1 to the
Company's Registration Statement on Form 8-A (File No. 1-7155) filed on
October 28, 1988 and incorporated herein by reference).
5. Opinion of William H. Buchanan, Jr.
23.1 Consent of Coopers & Lybrand LLP
23.2 Consent of William H. Buchanan, Jr. (included in Exhibit 5)
24 Power of Attorney
</TABLE>
6
<PAGE> 1
Exhibit 5
October 30, 1996
The Dun & Bradstreet Corporation
187 Danbury Road
Wilton, CT 06897
Ladies & Gentlemen:
I 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 764,063 shares of the
Company's common stock, par value $1.00 per share (the "Common Stock"), which
may be purchased by employees in accordance with The Dun & Bradstreet
Corporation Founders' Match Program (the "Plan") and 2,292,188 options to
purchase Common Stock ("Options") which may be issued in accordance with the
Plan. I understand that key executives who commit to purchase shares of Common
Stock are eligible to be granted Options under the 1991 Key Employees Stock
Option Plan for The Dun & Bradstreet Corporation and Subsidiaries (the "Option
Plan").
I have examined a copy of the Registration Statement (including
the exhibits thereto) and the related Prospectus (the "Prospectus"). 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 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.
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<PAGE> 2
The Dun & Bradstreet Corporation -2- October 30, 1996
In such examination, I have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to me as originals, the conformity to original documents of
all documents submitted to me as certified or photostatic copies, and the
authenticity of the originals of such latter documents.
I hereby advise you that in my opinion Options issuable in
accordance with the Plan when duly authorized and issued as contemplated by the
Registration Statement, the Prospectus and the Option Plan will be validly
issued and will be binding obligations of the Company.
My opinion set forth 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.
I am a member of the Bar of the State of New York and I 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 consent to the filing of this opinion letter as an
Exhibit to the Registration Statement.
Very truly yours,
/s/ William H. Buchanan, Jr.
William H. Buchanan, Jr.
9
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Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this registration statement on Form S-8 of
our reports dated September 16, 1996, on our audits of the combined financial
statements, financial statement schedule and initial incorporating balance sheet
of Cognizant Corporation (a wholly-owned subsidiary of The Dun & Bradstreet
Corporation), as defined in the notes to the combined financial statements.
/s/ Coopers & Lybrand LLP
Stamford, Connecticut
October 25, 1996
<PAGE> 1
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 William H. Buchanan, Jr. and Peter
Ross, 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 purchased by employees pursuant to the Company's Founders' Match
Program (the "Plan") and options to purchase Common Stock of the Company granted
pursuant to the 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 and Options, to be filed with
the Securities and Exchange Commission with respect to said Common Stock and
Options, 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 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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Robert E. Weissman Chairman, Chief Executive Officer October 16, 1996
- ------------------------------- and Director (principal executive
Robert E. Weissman officer)
/s/ Volney Taylor Executive Vice President and October 16, 1996
- ------------------------------- Director
Volney Taylor
</TABLE>
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<TABLE>
<S> <C> <C>
/s/ Nicholas L. Trivisonno Executive Vice President and Chief October 16, 1996
- ------------------------------- Financial Officer (principal financial
Nicholas L. Trivisonno officer)
/s/ Thomas W. Young Senior Vice President and Controller October 16, 1996
- ------------------------------- (principal accounting officer)
Thomas W. Young
/s/ Hall Adams, Jr. Director October 16, 1996
- -------------------------------
Hall Adams, Jr.
/s/ Clifford L. Alexander, Jr. Director October 16, 1996
- -------------------------------
Clifford L. Alexander, Jr.
/s/ Mary Johnston Evans Director October 16, 1996
- -------------------------------
Mary Johnston Evans
/s/ Robert J. Lanigan Director October 16, 1996
- -------------------------------
Robert J. Lanigan
/s/ Vernon L. Loucks, Jr. Director October 16, 1996
- -------------------------------
Vernon L. Loucks, Jr.
/s/ John R. Meyer Director October 16, 1996
- ---------------------------------
John R. Meyer
/s/ James R. Peterson Director October 16, 1996
- -------------------------------
James R. Peterson
Director October 16, 1996
- -------------------------------
M. Bernard Puckett
/s/ Michael R. Quinlan Director October 16, 1996
- -------------------------------
Michael R. Quinlan
</TABLE>
11
