As filed with the Securities and Exchange Commission on May 8, 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
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(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)
________________________
EMPLOYEE SPECIAL RECOGNITION BONUS AWARD PLAN
To Be Funded Through:
EQUIFAX INC. EMPLOYEE STOCK BENEFITS TRUST
________________________
Bruce S. Richards, Esq.
Corporate Vice President and General Counsel
1600 Peachtree Street, N.W.
Atlanta, Georgia 30309
(404) 885-8000
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(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 50,000 shares $36.84 $1,842,000 $543.39
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 $36.84, the average of the high and low prices on the
New York Stock Exchange on May 7, 1998.
</FN>
</TABLE>
<PAGE>
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The Annual Report of the Company on Form 10-K for the year
ended December 31, 1997 and the description of the Common Stock
in the Company's registration statements on Form 10, dated
December 31, 1964, and on Form 8-A, filed on November 2, 1995,
are incorporated herein by reference and made a part hereof. All
documents filed by the Company 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 Company, 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
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,
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
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 Company
(incorporated by reference to Exhibit
"B" to the Company's definitive Proxy
Statement for the 1996 Annual Meeting of
Shareholders, filed March 27, 1996 (File
No. 1-6605)).
4.2 Bylaws of the Company (incorporated by
reference to Commission File No. 1-6605,
Exhibit 3.2 to the Company'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.
<PAGE>
(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.
<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 29th day of April,
1998.
EQUIFAX INC.
By: /s/ C. B. Rogers, Jr.
C.B. Rogers, Jr.
Chairman of the Board
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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<C> <C> <S>
/s/ C. B. Rogers, Jr. Chairman of the Board April 29, 1998
C. B. Rogers, Jr.
/s/ Thomas F. Chapman President, Chief Executive Officer and April 29, 1998
Thomas F. Chapman Director (principal executive officer)
/s/ David A. Post Corporate Vice President and Chief April 29, 1998
David A. Post Financial Officer (principal financial
officer)
/s/ Philip J. Mazzilli Corporate Vice President, April 29, 1998
Philip J. Mazzilli Treasurer and Controller
(principal accounting officer)
/s/ D. W. McLaughlin Director April 29, 1998
D. W. McLaughlin
/s/ Lee A. Ault, III Director April 29, 1998
Lee A. Ault, III
/s/ John L. Clendenin Director April 29, 1998
John L. Clendenin
_______________________ Director
A. W. Dahlberg
/s/ Robert P. Forrestal Director April 29, 1998
Robert P. Forrestal
/s/ L. Phillip Humann Director April 29, 1998
L. Phillip Humann
________________________ Director
Larry L. Prince
/s/ D. Raymond Riddle Director April 29, 1998
D. Raymond Riddle
/s/ Betty L. Siegel, Ph.D. Director April 29, 1998
Betty L. Siegel, Ph.D.
/s/ Louis W. Sullivan, M.D. Director April 29, 1998
Louis W. Sullivan, M.D.
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
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4.1 Amended and Restated Articles of Incorporation of the Company
(incorporated by reference to Exhibit "B" to the Company's
definitive Proxy Statement for the 1996 Annual Meeting of
Shareholders, filed March 27, 1996 (File No. 1-6605)).
4.2 Bylaws of the Company (incorporated by reference to Commission
File No. 1-6605, Exhibit 3.2 to the Company'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).
KILPATRICK STOCKTON LLP
Suite 2800
1100 Peachtree Street
Atlanta, Georgia 30309-4530
(404) 815-6175
April 30, 1998
Equifax Inc.
1600 Peachtree Street, N.W.
Atlanta, Georgia 30309
Re: Form S-8 Registration Statement -- Equifax Inc.
Employee Special Recognition Bonus Award 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 up to 50,000 shares of the Company's common stock,
$1.25 par value (the "Common Stock"), which is to be offered
pursuant to the Company's Employee Special Recognition Bonus Award
Plan (the "Plan") to be funded in part through the Equifax Inc.
Employee Stock Benefits Trust. 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.
ARTHUR ANDERSEN LLP
Atlanta, Georgia
April 30, 1998
