<PAGE>
As filed with the Securities and Exchange
Commission on December 18, 1997 Registration No. 33-___________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________________
EQUIFAX INC.
(Exact name of issuer as specified in its charter)
GEORGIA 58-040110
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1600 Peachtree Street, N.W.
Atlanta, Georgia 30309
(Address of principal executive office)
___________________________
EQUIFAX INC.
1981 INCENTIVE STOCK OPTION AND
LIMITED STOCK APPRECIATION RIGHTS PLAN
(Full title of the plan)
___________________________
BRUCE S. RICHARDS, ESQ.
Corporate Vice President 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
One SunTrust Plaza
303 Peachtree Street
Atlanta, Georgia 30308
404/581-8907
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 9,982 $34.5625 $345,003 $105
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 $34-9/16
per share, which was the average of the high and low prices of the Common Stock
on the New York Stock Exchange on December 16, 1997.
<PAGE>
The contents of the Form S-8 Registration Statement (Registration No. 33-40011)
relating to the Equifax Inc. 1981 Incentive Stock Option and Limited Stock
Appreciation Rights Plan are incorporated by reference, except as modified
below:
Part II Information Required In The Registration Statement
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 8. Exhibits
- ------ --------
Exhibit Description
- ------- -----------
5 Opinion of Jones, Day, Reavis & Pogue regarding legality of shares
being registered
23(a) Consent of Jones, Day, Reavis & Pogue
(contained in Exhibit 5)
23(b) Consent of Arthur Andersen LLP
24 Power of Attorney (included as part of
signature page)
<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 Atlanta, State of Georgia, on this 18th day of
December, 1997.
EQUIFAX INC.
By: /s/ Bruce S. Richards
-----------------------------
Bruce S. Richards
Corporate Vice President and
General Counsel
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities
indicated below on the 18th day of December, 1997. Each person whose signature
appears below constitutes and appoints C. B. Rogers, Jr., D. W. McGlaughlin and
Thomas F. Chapman, jointly and severally, his true and lawful attorneys-in-fact
each, 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
ratify and confirming all that said attorneys-in-fact, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Signature Title
- --------- -----
/s/ C. B. Rogers, Jr. Chairman of the Board
- ----------------------------
C. B. Rogers, Jr.
/s/ Daniel W. McGlaughlin Vice Chairman and Chief
- ---------------------------- Executive Officer
Daniel W. McGlaughlin
/s/ Thomas F. Chapman President, Chief Operating
- ---------------------------- Officer and Director
Thomas F. Chapman
/s/ David A. Post Corporate Vice President & Chief
- ---------------------------- Financial Officer
David A. Post
<PAGE>
/s/ Philip J. Mazzilli Corporate Vice President, Treasurer and
- ---------------------------- Controller (Principal Accounting Officer)
Philip J. Mazzilli
Director
- ----------------------------
Lee A. Ault, III
/s/ John L. Clendenin Director
- ----------------------------
John L. Clendenin
Director
- ----------------------------
A. William Dahlberg
Director
- ----------------------------
Robert P. Forrestal
/s/ L. Phillip Humann Director
- ----------------------------
L. Phillip Humann
/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, M.D. Director
- -----------------------------
Louis W. Sullivan, M.D.
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
5 Opinion of Jones, Day, Reavis & Pogue
23(a) Consent of Jones, Day, Reavis & Pogue
(contained in Exhibit 5)
23(b) Consent of Arthur Andersen LLP
24 Power of Attorney (included as part of
signature page)
<PAGE>
EXHIBIT 5
[Letterhead of Jones, Day, Reavis & Pogue Appears Here]
December 15, 1997
Equifax Inc.
1600 Peachtree Street
Atlanta, GA 30309
Gentlemen:
We have served as counsel to Equifax Inc. (the "Company"), a Georgia
corporation, in connection with the registration under the Securities Act of
1933, as amended, pursuant to the Company's Registration Statement on Form S-8,
of a proposed offering of 9,982 shares of the Company's Common Stock $1.25 par
value (the "Common Stock") issuable pursuant to the Company's 1981 Incentive
Stock Option and Limited Stock Appreciation Rights Plan.
We have examined and are familiar with originals or copies certified or
otherwise identified to our satisfaction of such documents, corporate records
and other instruments relating to the incorporation of the Company and to the
authorization and issuance of the Common Stock as we have deemed necessary and
advisable.
Based upon the foregoing and having regard for such legal considerations as we
have deemed relevant, it is our opinion that:
(1) the Company is a corporation duly incorporated and validly existing
under the laws of the State of Georgia; and
(2) the Common Stock has been duly authorized and, when transferred or
issued as contemplated in said Registration Statement, will be validly
issued, fully paid and nonassessable.
We do hereby consent to the reference to our firm under the heading "Legal
Opinion" in the said Registration Statement and to the filing of this opinion as
Exhibit "5" thereto.
Very truly yours,
/s/ Jones, Day, Reavis & Pogue
- ------------------------------
Jones, Day, Reavis & Pogue
<PAGE>
EXHIBIT 23(B)
CONSENT OF INDEPENDENT ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 14, 1997
included in Equifax Inc.'s Form 10-K for the year ended December 31, 1996.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
December 15, 1997
