<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON APRIl 14, 1995
REGISTRATION NO. 33-_______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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EQUIFAX INC.
(Exact name of issuer as specified in its charter)
GEORGIA 58-0401110
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1600 Peachtree Street, N.W.
Atlanta, Georgia 30309
(Address of principal executive offices)
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EQUIFAX INC. 1995 EMPLOYEES STOCK INCENTIVE PLAN
(Full title of the plan)
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THOMAS H. MAGIS
Corporate Vice President, Secretary and General Counsel
Equifax Inc.
1600 Peachtree Street, N.W.
Atlanta, Georgia 30309
404/885-8000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
With a copy to:
J. William Gibson, Esq.
Hunton & Williams
NationsBank Plaza - Suite 4100
600 Peachtree Street, N. E.
Atlanta, Georgia 30308-2216
404/888-4005
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered per share(1) offering price(1) registration fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $2.50 1,500,000 $32.875 $49,312,500 $17,004
par value . . . . . . . . . . . . shares
====================================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of computing the registration
fee. This amount was calculated pursuant to Rule 457(c) on the basis of
$32.875 per share, which was the average of the high and low prices of the
Registrant's Common Stock on April 10, 1995, as reported in The Wall Street
Journal.
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<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Not required to be filed with the Securities and Exchange Commission
(the "Commission").
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not required to be filed with the Commission.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Equifax Inc. (the "Company") with the
Commission (File No. 1-6605) are incorporated herein by reference and made a
part hereof:
(i) The Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1994; and
(ii) the Company's Form 10, dated December 31,
1964, containing a description of the
Company's Common Stock (the "Common Stock").
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), after the date of the Prospectus and prior to the filing of a
post-effective amendment that indicates that all securities offered have been
sold or that deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in the Prospectus and to be a part hereof from
the date of filing of such documents. Any statement contained in a document
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of the Prospectus to the extent that a statement contained herein
or in any other subsequently filed document that is incorporated by reference
herein modifies or supersedes such earlier statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of the Prospectus.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
II-1
<PAGE> 3
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Georgia Business Corporation Code permits, and the Company's
Bylaws require, the Company to indemnify any person who was or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding (which could include actions, suits or proceedings under the
Securities Act of 1933, as amended (the "Securities Act")), whether civil,
criminal, administrative, or investigative (other than an action brought by or
on behalf of the Company) by reason of the fact that such person is or was a
director or officer of the Company or is or was serving at the request of the
Company as a director or officer of another corporation, partnership, joint
venture, trust, or other enterprise, against all 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 if
such person acted in a manner he reasonably believed to be in or not opposed to
the best interests of the Company, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. With
regard to actions or suits by or in the right of the Company, indemnification
is limited to reasonable expenses incurred in connection with the proceeding
and generally is not available in connection with such a proceeding in which
such person was adjudged liable to the Company.
In addition, the Company carries insurance on behalf of directors and
officers that may cover liabilities under the Securities Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit No.
4.1 See Articles 6, 7, 8, 10, 12, 13, 14 and 17 of the Articles of
Incorporation of the Company (incorporated herein by reference
to Exhibit 3 in the Company's Annual Report on Form 10-K for
the year ended December 31, 1992 (File No. 1-6605)).
4.2 See Article I of the Bylaws of the Company (incorporated
herein by reference to Exhibit 3 in the Company's Form 10-K
for the year ended December 31, 1994 (File No. 1-6605)).
5 Opinion of Hunton & Williams
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Hunton & Williams (included as part of Exhibit 5)
24 Power of Attorney (included as part of signature page, page
II-4)
II-2
<PAGE> 4
ITEM 9. UNDERTAKINGS.
(a) The Company 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;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
the 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 the registration
statement;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
2. That, for the purpose of determining any liability
under the Securities 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.
(b) The Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the provisions described under Item 6 above, or
otherwise, the Company has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities
Act, and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company 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 Company 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
Securities Act and will be governed by the final adjudication of such issue.
II-3
<PAGE> 5
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 Atlanta, Georgia on this 12th day of April, 1995.
EQUIFAX INC.
By /s/ Thomas H. Magis
-----------------------------------
Thomas H. Magis
Corporate Vice President, Secretary
and General Counsel
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities indicated
on the 12th day of April, 1995. Each person whose signature appears below
hereby authorizes each of C. B. Rogers, Jr., D. W. McGlaughlin and Thomas H.
Magis to execute in the name of each such person, and to file any amendment,
including any post-effective amendment, to the registration statement making
such changes in the registration statement as the registrant deems appropriate,
and appoints each of Messrs. Rogers, McGlaughlin and Magis as attorney-in-fact
to sign in his or her behalf individually and in each capacity stated below and
file all amendments and post-effective amendments to the registration
statement.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ C. B. Rogers, Jr. Chairman of the Board and Chief
------------------------------------------------------ Executive Officer
C. B. Rogers, Jr.
/s/ Donald U. Hallman Senior Vice President and Chief
------------------------------------------------------ Financial Officer
Donald U. Hallman
/s/ Philip J. Mazzilli Vice President and Corporate Controller
------------------------------------------------------ (Principal Accounting Officer)
Philip J. Mazzilli
/s/ D. W. McGlaughlin President, Chief Operating Officer and
------------------------------------------------------ Director
D. W. McGlaughlin
/s/ T. F. Chapman Executive Vice President and Director
------------------------------------------------------
T. F. Chapman
Executive Vice President and Director
------------------------------------------------------
J. C. Chartrand
Director
------------------------------------------------------
Lee A. Ault, III
Director
------------------------------------------------------
Ron D. Barbaro
</TABLE>
[signatures continued on next page]
II-4
<PAGE> 6
[signatures continued]
<TABLE>
<CAPTION>
Signature Title
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<S> <C>
Director
-----------------------------------------------------
John L. Clendenin
Director
-----------------------------------------------------
A. W. Dahlberg
/s/ L. Phillip Humann Director
-----------------------------------------------------
L. Phillip Humann
Director
-----------------------------------------------------
Tinsley H. Irvin
/s/ Larry L. Prince Director
-----------------------------------------------------
Larry L. Prince
/s/ D. Raymond Riddle Director
-----------------------------------------------------
D. Raymond Riddle
Director
-----------------------------------------------------
Betty L. Siegel, Ph.D.
/s/ Louis W. Sullivan Director
-----------------------------------------------------
Louis W. Sullivan, M.D.
</TABLE>
II-5
<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
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<S> <C>
4.1 See Articles 6, 7, 8, 10, 12, 13, 14 and 17 of the
Articles of Incorporation of the Company (incorporated
herein by reference to Exhibit 3 in the Company's
Annual Report on Form 10-K for the year ended December
31, 1992 (File No. 1-6605)).
4.2 See Article I of the Bylaws of the Company
(incorporated herein by reference to Exhibit 3 in the
Company's Form 10-K for the year ended December 31,
1994 (File No. 1-6605)).
5 Opinion of Hunton & Williams
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Hunton & Williams (included as part of
Exhibit 5)
24 Power of Attorney (included as part of signature page,
page II-4)
</TABLE>
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<PAGE> 1
<TABLE>
<S> <C> <C>
EXHIBIT 5
HUNTON & WILLIAMS
BRUSSELS, BELGIUM NATIONSBANK PLAZA - SUITE 4100 RALEIGH, NORTH CAROLINA
FAIRFAX, VIRGINIA RICHMOND, VIRGINIA
KNOXVILLE, TENNESSEE 600 PEACHTREE STREET, N. E. WARSAW, POLAND
NEW YORK, NEW YORK WASHINGTON, D. C.
NORFOLK, VIRGINIA ATLANTA, GEORGIA 30308-2216
TELEPHONE (404) 888-4000
FACSIMILE (404) 888-4190
FILE: 53674.000207
DIRECT DIAL: (404) 888-4031
</TABLE>
April 13, 1995
The Board of Directors
Equifax Inc.
1600 Peachtree Street, NW
Atlanta, Georgia 30309
Re: Equifax Inc.
Registration Statement on Form S-8
Gentlemen:
We have acted as counsel to Equifax Inc., a Georgia corporation (the
"Company"), in connection with the filing of a registration statement under the
Securities Act of 1933, as amended, with respect to 1,500,000 shares of the
Company's Common Stock, $2.50 par value (the "Common Stock"), which will be
offered pursuant to the Equifax Inc. 1995 Employees Stock Incentive Plan (the
"Plan").
In rendering this opinion, we have relied upon, among other things,
our examination of the Plan and of such records of the Company and certificates
of its officers and of public officials as we have deemed necessary. In
connection with the filing of such registration statement, we are of the
opinion that:
1. The Company is duly incorporated, validly existing and in good
standing under the laws of the State of Georgia; and
2. All of the shares to be registered have been duly authorized
and, when issued in accordance with the terms of the Plan, will be legally
issued, fully paid and nonassessable.
<PAGE> 2
HUNTON & WILLIAMS
The Board of Directors of
Equifax Inc.
April 13, 1995
Page 2
We hereby consent to the filing of this opinion with the Securities
and Exchange Commission as an exhibit to such registration statement.
Sincerely yours,
/s/ Hunton & Williams
---------------------
Hunton & Williams
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 of Equifax Inc. of our
report dated February 17, 1995 included in the Company's Annual Report on Form
10-K for the year ended December 31, 1994.
/s/ Arthur Andersen LLP
Atlanta, Georgia
April 11, 1995
