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 13-2740040
(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)
1996 THE DUN & BRADSTREET CORPORATION
NON-EMPLOYEE DIRECTORS' STOCK INCENTIVE PLAN
(Full title of the Plan)
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Nancy L. Henry, Esq.
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
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Amount to Offering Aggregate Amount of
Title of Securities to be Price Per Offering Registration
be Registered Registered Share<F1> Price<F1> Fee<F1>
Common Stock, $1.00 par 200,000 $28.6875 $5,737.500 $1,739
value per share<F2>
<PAGE>
[FN]
<F1> 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 November 7, 1997.
<F2> Includes Preferred Share Purchase Rights which, prior to the occurrence
of certain events, will not be exercisable or evidenced separately from
the Common Stock.
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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 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, 1996, as amended by Form 10-K/A-1 dated April 2, 1997
and Form 10-K/A-2 dated June 19, 1997.
(b) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1997, June 30, 1997 and September 30, 1997.
(c) 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.
(d) 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
<PAGE>
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
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).
<PAGE>
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 Nancy L. Henry, Senior Vice President and
Chief Legal Counsel
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Nancy L. Henry, Senior Vice President and
Chief Legal Counsel (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.
<PAGE>
(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 12th day of November, 1997.
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
Chairman, Chief
Volney Taylor Executive Officer
- -------------------------- and Director
Volney Taylor (principal executive
officer)
Senior Vice President
Frank S. Sowinski and Chief Financial
- -------------------------- Officer (principal
Frank S. Sowinski financial officer)
Chester J. Geveda, Jr. Vice President-
- -------------------------- Controller (principal
Chester J. Geveda, Jr. accounting officer)
*Hall Adams, Jr.
- -------------------------- Director
Hall Adams, Jr.
*Clifford L. Alexander, Jr.
- --------------------------- Director
Clifford L. Alexander, Jr.
*Mary Johnston Evans
- --------------------------- Director
Mary Johnston Evans
<PAGE>
Signature Title Date
*Ronald L. Kuehn, Jr.
- --------------------------- Director
Ronald L. Kuehn, Jr.
*Robert J. Lanigan
- --------------------------- Director
Robert J. Lanigan
*Vernon R. Loucks Jr.
- --------------------------- Director
Vernon L. Loucks Jr.
- --------------------------- Director
Henry A. McKinnell
*John R. Meyer
- --------------------------- Director
John R. Meyer
*James R. Peterson
- --------------------------- Director
James R. Peterson
*Michael R. Quinlan
- --------------------------- Director
Michael R. Quinlan
November 12, 1997
*By /s/ Nancy L. Henry
- ---------------------------
Attorney-in-Fact
<PAGE>
INDEX TO EXHIBITS
Exhibit Sequentially
Number Description Numbered Page
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 Nancy L. Henry, Senior Vice
President and Chief Legal Counsel
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Nancy L. Henry, Senior Vice
President and Chief Legal Counsel (included
in Exhibit 5)
24 Power of Attorney
<PAGE>
Exhibit 5
November 12, 1997
The Dun & Bradstreet Corporation
One Diamond Hill Road
Murray Hill, NJ 07974
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
200,000 shares of the Company's common stock, par value $1.00 per share (the
"Common Stock"), which may be issued to non-employee directors of the Company
in accordance with the 1996 The Dun & Bradstreet Corporation Non-Employee
Directors' Stock Incentive Plan (the "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.
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
<PAGE>
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 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.
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 hereby consent to the filing of this opinion letter as an
Exhibit to the Registration Statement.
Very truly yours,
/s/ Nancy L. Henry
NANCY L. HENRY
<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 Dun & Bradstreet Corporation ("D&B") of our
reports dated February 26, 1997, on our audits of the consolidated financial
statements and financial statement schedule, which are included or
incorporated by reference in D&B's Annual Report on Form 10-K for the year
ended December 31, 1996, as amended by Form 10-K/A-1 dated April 2, 1997 and
Form 10-K/A-2 dated June 19, 1997.
/s/ Coopers & Lybrand L.L.P.
New York, New York
November 12, 1997
<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 Nancy L. Henry and
William H. Buchanan, 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 shares of Common Stock of the Company ("Common Stock") to be issued to
non-employee directors pursuant to the Company's 1996 The Dun & Bradstreet
Corporation Non-Employee 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 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. Director September 17, 1997
- ----------------------------
Hall Adams, Jr.
/s/ Clifford L. Alexander, Jr. Director September 17, 1997
- ----------------------------
Clifford L. Alexander, Jr.
/s/ Mary Johnston Evans Director September 17, 1997
- ----------------------------
Mary Johnston Evans
<PAGE>
Signature Title Date
/s/ Ronald L. Kuehn, Jr.
- ---------------------------- Director September 17, 1997
Ronald L. Kuehn, Jr.
/s/ Robert J. Lanigan Director September 17, 1997
- ----------------------------
Robert J. Lanigan
/s/ Vernon R. Loucks Jr. Director September 17, 1997
- ----------------------------
Vernon R. Loucks Jr.
/s/ John R. Meyer Director September 17, 1997
- ----------------------------
John R. Meyer
/s/ James R. Peterson Director September 17, 1997
- ----------------------------
James R. Peterson
/s/ Michael R. Quinlan Director September 17, 1997
- ----------------------------
Michael R. Quinlan
/s/ Volney Taylor Chairman, Chief September 17, 1997
- ---------------------------- Executive Officer
Volney Taylor and Director
(principal
executive officer)
