<PAGE>
As filed with the Securities and Exchange Commission on October 26, 2000
UNITED STATES
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 58-0401110
(State or other jurisdiction of (I.R.S. Employee
incorporation or organization) Identification No.)
1550 Peachtree Street, N.W. 30309
Atlanta, Georgia 30309 (Zip Code)
(Address of principal executive offices)
___________
EQUIFAX INC. 2000 STOCK INCENTIVE PLAN
(Full title of the plan)
___________
Bruce S. Richards, Esq.
1550 Peachtree Street, N.W.
Atlanta, Georgia 30309
(Name and address of agent for service)
(404) 885-8000
(Telephone number, including area code, of agent for service)
With a copy to:
Lisa A. Stater, Esq.
Jones, Day, Reavis & Pogue
3500 SunTrust Plaza
303 Peachtree Street, N.E.
Atlanta, Georgia 30308-3242
___________
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 par value 1,500,000 shares (2) $29.72 $44,580,000 $11,770
=======================================================================================================================
</TABLE>
(1) 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 $29.72, the average of the high and low
prices on the New York Stock Exchange on October 19, 2000.
(2) In addition to the shares set forth in the table, the amount to be
registered includes an indeterminate number of shares issuable upon adjustment
as provided in the Equifax Inc. 2000 Stock Incentive Plan.
================================================================================
<PAGE>
EXPLANATORY NOTE
In accordance with the Note to Part I of Form S-8, the information specified in
Part I of Form S-8 has been omitted from this Registration Statement.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents filed by Equifax Inc. (the "Company") (File No. 1-
6605) with the Securities and Exchange Commission (the "Commission") are
incorporated herein by reference and made a part hereof:
(a) The Annual Report of the Company on Form 10-K for the year ended
December 31, 1999, filed on March 30, 2000;
(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, since
December 31, 1999; and
(c) 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.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 prior to the filing
of a post-effective amendment which indicates that all securities offered hereby
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 such documents. Any statement contained in
any 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 other
subsequently filed document that is also incorporated or deemed to be
incorporated herein by reference 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 prospectus or the
registration statement.
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 of
1933), 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 of 1933.
<PAGE>
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
--------
Exhibit
Number Description
------ -----------
4.1 Equifax Inc. 2000 Stock Incentive Plan (incorporated by
reference to Appendix A to the registrant's definitive proxy
statement filed on March 24, 2000)
*5 Opinion of Jones, Day, Reavis & Pogue
23.1 Consent of Jones, Day, Reavis & Pogue (included in Exhibit
5)
*23.2 Consent of Arthur Andersen LLP
24 Power of Attorney (included in the signature page of this
registration statement)
*filed herewith
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 of 1933, 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 or 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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; and
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities Act of 1933
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,
II-2
<PAGE>
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 Securities Act of 1933 and will be
governed by the final adjudication of such issue.
II-3
<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 the 26th day of
October, 2000.
EQUIFAX INC.
By: /s/ Marietta Edmunds Zakas
---------------------------------------
Marietta Edmunds Zakas
Corporate Vice President, Corporate
Secretary and Director of Investor
Relations
Each person whose signature appears below hereby constitutes and appoints
Thomas F. Chapman and Philip J. Mazilli, 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, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ---- ----
<S> <C> <C>
Chairman of the Board, Chief Executive
/s/ Thomas F. Chapman Officer and Director (Principal Executive Officer) October 9, 2000
------------------------------
Thomas F. Chapman
President, Chief Operating Officer and
/s/ Lee A. Kennedy Director (Principal Executive Officer) October 9, 2000
------------------------------
Lee A. Kennedy
Executive Vice President and Chief
/s/ Philip J. Mazzilli Financial Officer (Principal Financial Officer) October 9, 2000
------------------------------
Philip J. Mazzilli
Corporate Vice President and
/s/ Michael T. Vollkommer Controller (Principal Accounting Officer) October 9, 2000
------------------------------
Michael T. Vollkommer
/s/ Lee A. Ault, III Director October 9, 2000
------------------------------
Lee A. Ault, III
</TABLE>
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<PAGE>
Signature Title Date
--------- ---- ----
/s/ John L. Clendenin Director October 10, 2000
------------------------------
John L. Clendenin
/s/ A. W. Dahlberg Director October 11, 2000
------------------------------
A. W. Dahlberg
/s/ Robert P. Forrestal Director October 17, 2000
------------------------------
Robert P. Forrestal
/s/ L. Phillip Humann Director October 12, 2000
------------------------------
L. Phillip Humann
/s/ Larry L. Prince Director October 10, 2000
------------------------------
Larry L. Prince
/s/ D. Raymond Riddle Director October 11, 2000
------------------------------
D. Raymond Riddle
/s/ Dr. Betty L. Siegel Director October 10, 2000
------------------------------
Dr. Betty L. Siegel
/s/ Dr. Louis W. Sullivan Director October 12, 2000
------------------------------
Dr. Louis W. Sullivan
/s/ Jacquelyn M. Ward Director October 12, 2000
------------------------------
Jacquelyn M. Ward
II-5
<PAGE>
EXHIBIT INDEX
-------------
Exhibit
Number Description
------ -----------
4.1 Equifax Inc. 2000 Stock Incentive Plan (incorporated by reference
to Appendix A to the registrant's definitive proxy statement
filed on March 24, 2000)
*5 Opinion of Jones, Day, Reavis & Pogue
23.1 Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5)
*23.2 Consent of Arthur Andersen LLP
24 Power of Attorney (included in the signature page of this
registration statement)
* filed herewith
II-6
