As filed with the Securities and Exchange Commission on
December 4, 1998 Registration No. 333-_______
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 57-0401110
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
________________________
1600 Peachtree Street, N.W.
Atlanta, Georgia 30309
(404) 885-8000
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
________________________
NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
________________________
Bruce S. Richards, Esq.
Corporate Vice President and General Counsel
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)
________________________
Copies to:
Larry D. Ledbetter, Esq.
Kilpatrick Stockton LLP
1100 Peachtree Street, N.W.
Atlanta, Georgia 30309
<TABLE>
<CAPTION>
Calculation of Registration Fee
- -----------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum
Title of Securities Amount to Offering Price Aggregate Amount of
to be Registered be Registered Per Share <F1> Offering Price <F1> Registration Fee
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $1.25 par 300,000 shares $40.50 $12,150,000 $ 3,377.70
value
<FN>
<F1> Estimated solely for the purpose of computing the registration fee. This amount
was determined in accordance with Rules 457(c) and 457(h)(1) under the Securities
Act of 1933, based on $40.50, the average of the high and low prices on the New York
Stock Exchange on December 1, 1998.
</FN>
</TABLE>
<PAGE>
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Registrant (file no. 000-06605) with
the Commission are incorporated herein by reference and made a part hereof:
(i) Annual Report of the Registrant on Form 10-K for the year ended
December 31, 1997, as amended on May 15, 1998;
(ii) Quarterly Reports of the Registrant on Form 10-Q for the quarters
ended March 31, 1998, June 30, 1998 and September 30, 1998;
(iii) Current Reports of the Registrant on Form 8-K filed on September 4,
1998 and September 28, 1998; and
(iv) The description of the Common Stock in the Registrant's registration
statements on Form 10, dated December 31, 1964, and on Form 8-A,
filed on November 2, 1995.
All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date hereof and prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold shall
be deemed to be incorporated by reference herein and to be made a part hereof
from the respective dates 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 the
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 the Registration Statement or this
Prospectus.
Copies of the above documents (other than exhibits to such documents unless
such exhibits are specifically incorporated by reference into such documents)
may be obtained upon written or oral request without charge from the Registrant,
1600 Peachtree Street, N.W. Atlanta, Georgia 30309 (telephone number
(404) 885-8000), Attention: Bruce S. Richards, Esq., Corporate Vice President
and General Counsel.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
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
Registrant's Bylaws require, the Registrant 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, whether civil,
criminal, administrative, or investigative (other than an action
brought by or on behalf of the Registrant) by reason of the fact that
such person is or was a director or officer of the Registrant or is or
was serving at the request of the Registrant 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<PAGE>
Registrant, 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 Registrant,
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 Registrant.
In addition, the Registrant 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
The exhibits included as part of this Registration Statement are
as follows:
Exhibit Number Description
- -------------- -----------
4.1 Amended and Restated Articles of Incorporation of the
Registrant (incorporated by reference to Exhibit "B"
to the Registrant's definitive Proxy Statement for the
1996 Annual Meeting of Shareholders, filed March 27,
1996 (File No. 1-6605)).
4.2 Bylaws of the Registrant (incorporated by reference to
Commission File No. 1-6605, Exhibit 3.2 to the
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1996).
5 Opinion of Kilpatrick Stockton LLP
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Kilpatrick Stockton LLP (included in
Exhibit 5).
24 Power of Attorney (included in the signature page of
this Registration Statement).
ITEM 9. UNDERTAKINGS
(a) 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, 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; (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; and (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 undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each
filing of the Registrant's annual report pursuant to Section 13(a) or
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 Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant 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
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.
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 30th day of November, 1998.
EQUIFAX INC.
By: /s/ David A. Post
David A. Post
Corporate Vice President
and Chief Financial Officer
Each person whose signature appears below hereby constitutes and
appoints C.B. Rogers, Jr., and David A. Post and either of them, as
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, and in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this
Registration Statement on Form S-8 and to cause the same to be filed,
with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, hereby granting to said
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing whatsoever
requisite and necessary to be done in connection therewith, as fully
to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all acts and things that said
attorneys-in-fact and agents, or either of them or their substitutes
or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by the
following persons in the capacities and on the dates indicated.
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ C. B. Rogers, Jr. Chairman of the Board November 30, 1998
C. B. Rogers, Jr.
/s/ Thomas F. Chapman President, Chief Executive Officer and November 30, 1998
Thomas F. Chapman Director (principal executive officer)
/s/ David A. Post Corporate Vice President and Chief November 30, 1998
David A. Post Financial Officer (principal financial
officer)
/s/ Philip J. Mazzilli Corporate Vice President, November 30, 1998
Philip J. Mazzilli Treasurer and Controller
(principal accounting officer)
/s/ D. W. McGlaughlin Director November 30, 1998
D. W. McGlaughlin
/s/ Lee A. Ault, III Director November 30, 1998
Lee A. Ault, III
/s/ John L. Clendenin Director November 20, 1998
John L. Clendenin
/s/ A. W. Dahlberg Director November 24, 1998
A. W. Dahlberg
/s/ Robert P. Forrestal Director November 23, 1998
Robert P. Forrestal
/s/ L. Phillip Humann Director November 30, 1998
L. Phillip Humann
/s/ Larry L. Prince Director November 30, 1998
Larry L. Prince
/s/ D. Raymond Riddle Director November 24, 1998
D. Raymond Riddle
/s/ Betty L. Siegel, Ph.D. Director November 20, 1998
Betty L. Siegel, Ph.D.
/s/ Louis W. Sullivan, M.D. Director November 24, 1998
Louis W. Sullivan, M.D.
<PAGE>
EXHIBIT INDEX
Exhibit
Number
- --------
4.1 Amended and Restated Articles of Incorporation of the Registrant
(incorporated by reference to Exhibit "B" to the Registrant's
definitive Proxy Statement for the 1996 Annual Meeting of Shareholders, filed
March 27, 1996 (File No. 1-6605)).
4.2 Bylaws of the Registrant (incorporated by reference to Commission File No.
1-6605, Exhibit 3.2 to the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1996).
5 Opinion of Kilpatrick Stockton LLP
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Kilpatrick Stockton LLP (included in Exhibit 5).
24 Power of Attorney (included in the signature page of this Registration
Statement).
</TABLE>
EXHIBIT 5
Kilpatrick Stockton LLP
1100 Peachtree Street
Suite 2800
Atlanta, Georgia 30309-4530
(404) 815-6175
December 4, 1998
Equifax Inc.
1600 Peachtree Street, N.W.
Atlanta, Georgia 30309
Re: Form S-8 Registration Statement -- Equifax Inc.
Non-employee Director Stock Option Plan
Gentlemen:
We have acted as counsel for Equifax Inc., a Georgia corporation
(the "Company"), in connection with the preparation and filing of the
form S-8 Registration Statement relating to the registration of
300,000 shares of the Company's common stock, $1.25 par value (the
"Common Stock"), which is to be offered pursuant to the Company's Non-
employee Director Stock Option Plan (the "Plan"). In connection with
the preparation of said Registration Statement, we have examined
certificates of public officials and originals or copies of such
corporate records, documents and other instruments relating to the
authorization and issuance of the shares of Common Stock as we have
deemed relevant under the circumstances.
On the basis of the foregoing, it is our opinion that:
The Company was duly organized and incorporated and is validly
existing under the laws of the State of Georgia, with an authorized
capitalization consisting of 300,000,000 shares of Common Stock, par
value $1.25 per share, and 10,000,000 shares of Preferred Stock, par
value $.01 per share.
The shares of Common Stock to be registered have been duly
authorized, and the shares, when issued in accordance with the terms
and conditions of the Plan, will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to
said Registration Statement.
Sincerely,
KILPATRICK STOCKTON LLP
By: /s/ Larry D. Ledbetter
Larry D. Ledbetter, a partner
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 our report dated
February 19, 1998 included in Equifax Inc.'s Annual Report on Form 10-K for the
year ended December 31, 1997, as amended on May 15, 1998.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Atlanta, Georgia
December 4, 1998
