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As filed with the Securities and Exchange Registration No. 33-
Commission on May 24, 1996 ------
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
EQUIFAX INC.
(Exact name of registrant as specified in its charter)
GEORGIA 58-04011110
(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 office)
----------------------
EQUIFAX INC.
EMPLOYEES THRIFT PLAN
(Full title of the plan)
----------------------
THOMAS H. MAGIS, ESQ.
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
James H. Landon, Esq.
Jones, Day, Reavis & Pogue
3500 One Peachtree Center,
303 Peachtree Street
Atlanta, Georgia 30308
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, $1.25 2,000,000 $25.75 $51,500,000 $17,759
par value shares
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</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
$25.75 per share, which was the average of the high and low prices of the
Common Stock on the New York Stock Exchange on May 23, 1996.
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 herein.
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EXPLANATORY NOTE
In accordance with the Note to Part I of Form S-8, the information
specified by Part I of Form S-8 has been omitted from this Registration
Statement on Form S-8 for offers of shares of the Common Stock of Equifax Inc.
(the "Company") and plan interests under the Equifax Inc. Employees Thrift Plan
(the "Plan").
<PAGE> 3
EQUIFAX INC.
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM NO.
3. Incorporation of Documents by Reference.
The Company hereby incorporates by reference into this Registration
Statement the following documents:
(a) (i) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995, as amended on Form 10- K/A filed April 4, 1996.
(ii) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996.
(iii) The Plan's Annual Report on Form 11-K for the plan
year ended December 31, 1994.
(b) All other reports filed with the Commission pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), since December 31, 1995.
(c) The description of the Common Stock contained in the Company's
Registration Statement on Form 10 dated December 31, 1964.
All documents subsequently filed by the Company or the Plan pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of
a post-effective amendment which indicates that all securities have been sold
or which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing such documents.
4. Description of Securities.
Inapplicable.
5. Interests of Named Experts and Counsel.
Inapplicable.
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 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
<PAGE> 4
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.
7. Exemption from Registration Claimed.
Inapplicable.
8. Exhibits.
Exhibit
Number Description
5 Opinion of General Counsel as to the legality of the securities
being registered.
15 Letter re: Unaudited Interim Financial Information.
23(a) Consent of General Counsel (included in the opinion filed as
Exhibit 5 to the Registration Statement).
23(b) Consent of Arthur Andersen LLP.
24 Power of Attorney (included as part of signature page).
The Company has received a favorable determination letter from the Internal
Revenue Service (the "IRS") with respect to the qualification of the Plan under
section 401(a) of the Internal Revenue Code. In addition, there is currently
pending with the IRS an application for a further favorable determination
letter with respect to the continued qualification of the Plan as it was
amended and restated effective as of January 1, 1989. The Company undertakes
that the Plan as amended subsequent to the filing of the currently pending
application will be submitted to the IRS in a timely manner and the Company
will make changes required by the IRS.
9. Undertakings.
(a) 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
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.
(b) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the Company has been advised that in the opinion of the
Securities and Exchange 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
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-2
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(c) 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 (c)(1)(i) and (c)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or Form
F-3, and 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.
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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 Atlanta, State of Georgia, on this 24 day of May,
1996.
EQUIFAX INC.
By: /s/ T. H. Magis
-----------------------------------
Thomas H. Magis
Corporate Vice President, Secretary
and 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 dates indicated below. Each person whose signature
appears below constitutes and appoints D. W. McGlaughlin his true and lawful
attorney-in-fact, with full power of substitution, for him and in his name,
place and stead, in any and all capacities, to sign any amendments to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that said attorney-in-fact, or
his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ C. B. Rogers, Jr. Chairman of the Board May 24, 1996
- -----------------------------------------------
C. B. Rogers, Jr.
/s/ D. W. McGlaughlin President, Chief Executive May 24, 1996
- ----------------------------------------------- Officer and Director
D. W. McGlaughlin
/s/ Thomas F. Chapman Executive Vice President and Director May 24, 1996
- -----------------------------------------------
Thomas F. Chapman
/s/ Donald U. Hallman Senior Vice President and Chief May 24, 1996
- ----------------------------------------------- Financial Officer
Donald U. Hallman
/s/ P. J. Mazzilli Corporate Vice President & Controller May 24, 1996
- ----------------------------------------------- (Principal Accounting Officer)
P. J. Mazzilli
</TABLE>
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<PAGE> 7
<TABLE>
<S> <C> <C>
/s/ Derek V. Smith Executive Vice President and Director May 24, 1996
- -----------------------------------------------
Derek V. Smith
Director , 1996
- -----------------------------------------------
Robert P. Forrestal
Director , 1996
- -----------------------------------------------
Lee A. Ault, III
Director , 1996
- -----------------------------------------------
Ron D. Barbaro
/s/ John L. Clendenin Director May 24, 1996
- -----------------------------------------------
John L. Clendenin
Director , 1996
- -----------------------------------------------
A. W. Dahlberg
/s/ L. Phillip Humann Director May 24, 1996
- -----------------------------------------------
L. Phillip Humann
Director , 1996
- -----------------------------------------------
Tinsley H. Irvin
Director , 1996
- -----------------------------------------------
L.W. Sullivan, M.D.
/s/ Larry L. Prince Director May 24, 1996
- -----------------------------------------------
Larry L. Prince
/s/ D. Raymond Riddle Director May 24, 1996
- -----------------------------------------------
D. Raymond Riddle
Director , 1996
- -----------------------------------------------
Betty L. Siegel, Ph.D.
</TABLE>
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Pursuant to the requirements of the Securities Act of 1933, the Plan has
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Atlanta, State of
Georgia, on the 24 day of May, 1996.
EQUIFAX INC. EMPLOYEES THRIFT PLAN
By: /s/ Donald E. McGuffey
--------------------------------
Donald E. McGuffey
Plan Administrator
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<PAGE> 9
EXHIBIT INDEX
<TABLE>
<CAPTION>
Description Page
- ----------- ----
<S> <C> <C>
5 Opinion of General Counsel 8
15 Letter re: Unaudited Interim Financial 9
Information
23(a) Consent of General Counsel (contained in Exhibit 5)
23(b) Consent of Arthur Andersen LLP. 10
24 Power of Attorney (included as part of
signature page)
</TABLE>
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EXHIBIT 5
Equifax Inc.
1600 Peachtree Street, N.W.
Atlanta, Georgia 30309
(404) 885-8000
May 23, 1996
Equifax Inc.
1600 Peachtree Street, NW
Atlanta, GA 30309
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
I have acted as counsel for Equifax Inc., a Georgia corporation (the
"Company"), in connection with the registration under the Securities Act of
1933, as amended, pursuant to a Registration Statement on Form S-8, of
2,000,000 shares (the "Shares") of the Company's Common Stock, par value $1.25
per share, together with the related interests issuable pursuant to the
Company's Employees Thrift Plan (the "Plan").
I have examined such documents, records and matters of law as I have deemed
necessary for purposes of rendering this opinion. Based upon and subject to
the foregoing, I am of the opinion that the Common Stock and related Plan
interests have been duly authorized and, when transferred or issued in
accordance with the Plan, will be duly authorized, validly issued, fully paid
and nonassessable.
I hereby consent to the filing of this opinion as Exhibit 5 to the Company's
Registration Statement on Form S-8.
Very truly yours,
/s/ T.H. Magis
- -----------------------------------
Thomas H. Magis
Corporate Vice President, Secretary
and General Counsel
THM:kb
REGSTATE.S8
<PAGE> 1
ARTHUR ANDERSEN LLP
EXHIBIT 15
To Equifax Inc.:
We are aware that Equifax Inc. has incorporated by reference in this
Registration Statement on Form S-8 (related to the Equifax Inc. Employees
Thrift Plan) its Form 10-Q for the quarter ended March 31, 1996, which includes
our report dated May 13, 1996, covering the unaudited interim financial
information contained therein. Pursuant to Regulation C of the Securities Act
of 1933 (the "Act"), that report is not considered a part of the Registration
Statement prepared or certified by our firm or a report prepared or certified
by our firm within the meaning of Sections 7 and 11 of the Act.
/s/ Arthur Andersen LLP
Atlanta, Georgia
May 23, 1996
<PAGE> 1
ARTHUR ANDERSEN LLP
EXHIBIT 23 (b)
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 (related to the Equifax
Inc. Employees Thrift Plan) of our report dated February 16, 1996 incorporated
by reference in Equifax Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1995 and our report dated June 23, 1995 included in the Plan's
Annual Report on Form 11-K for the plan year ended December 31, 1994.
/s/ Arthur Andersen LLP
Atlanta, Georgia
May 23, 1996
