<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 10, 1996
REGISTRATION NO. 333-[ ]
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
AND POST-EFFECTIVE AMENDMENT NO. 1 TO
REGISTRATION STATEMENT NO. 33-49132 ON FORM S-8
PRIMARK CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
MICHIGAN 38-2383282
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
</TABLE>
1000 WINTER STREET, SUITE 4300
WALTHAM, MASSACHUSETTS 02154
(Address of principal executive offices)
PRIMARK CORPORATION 1992 STOCK OPTION PLAN
(Full title of the plan)
MICHAEL R. KARGULA, ESQ.
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
PRIMARK CORPORATION
1000 WINTER STREET, SUITE 4300
WALTHAM, MASSACHUSETTS 02154
(617) 466-6611
(Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
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PROPOSED MAXIMUM PROPOSED MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE PRICE PER OFFERING REGISTRATION
TO BE REGISTERED REGISTERED(1)(2) SHARE(3) PRICE(3) FEE(3)
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<S> <C> <C> <C> <C>
Common Stock without par value..... 250,000 $24.875 $6,218,750.00 $1,884.47
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</TABLE>
(1) This registration statement relates solely to 250,000 additional shares of
Primark Corporation Common Stock, without par value (the "Shares"). The
250,000 additional Shares are of the same class as other securities of
Primark Corporation for which a Registration Statement filed on Form S-8
relating to the Primark Corporation 1992 Stock Option Plan (Commission File
No. 33-49132) is effective. Pursuant to Instruction E of the Registration
Statement on Form S-8, the filing fee is being paid only with respect to the
250,000 additional Shares.
(2) One million five hundred thousand Shares registered by the registrant under
Registration Statement No. 33-49132 referred to below are consolidated in
this Registration Statement pursuant to Rule 429. A registration fee of
$4,453 was previously paid by the registrant under the foregoing
Registration Statement with respect to such Shares.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) based upon the average of the high and low prices
for shares of the Registrant's Common Stock as reported on the New York
Stock Exchange on December 6, 1996.
IN ACCORDANCE WITH RULE 429 PROMULGATED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, THE PROSPECTUS INCLUDED HEREIN IS A COMBINED PROSPECTUS THAT
INCLUDES ALL THE INFORMATION CURRENTLY REQUIRED IN EACH PROSPECTUS RELATING TO
THE SECURITIES COVERED BY THIS REGISTRATION STATEMENT AND REGISTRATION STATEMENT
NO. 33-49132 PREVIOUSLY FILED BY THE REGISTRANT.
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<PAGE> 2
PART I
EXPLANATORY NOTE
Pursuant to Instruction E to the Registration Statement on Form S-8, this
registration statement relates solely to the registration of 250,000 additional
shares of Primark Corporation (the "Company") Common Stock, without par value
(the "Shares"). The 250,000 additional Shares being registered hereby are of the
same class as other securities for which a registration statement on Form S-8
(Commission File No. 33-49132) is effective. The contents of the earlier
registration statement on Form S-8 (Commission File No. 33-49132) are
incorporated herein by reference. The remainder of this registration statement
consists only of the required opinions and consents, the signature page, and a
reoffer prospectus (as defined in instruction C of the Registration Statement on
Form S-8) in accordance with Instruction E of the Registration Statement on Form
S-8.
<PAGE> 3
PROSPECTUS
PRIMARK CORPORATION
389,860 SHARES OF COMMON STOCK
This Prospectus relates to 389,860 shares of common stock, without par
value ("Common Stock"), of Primark Corporation ("Primark" or the "Company") to
be offered from time to time by certain shareholders of the Company (the
"Selling Shareholders"). The shares of Common Stock offered hereby have been or
may be acquired through the exercise of stock options granted to the Selling
Shareholders pursuant to the Primark Corporation 1992 Stock Option Plan (the
"Plan"). The Company will receive none of the proceeds from the sale of shares
of Common Stock offered hereby.
The outstanding shares of Common Stock are listed on the New York Stock
Exchange ("NYSE") under the symbol PMK and on the Pacific Stock Exchange. On
December 6, 1996, the closing sale price of the Common Stock, as reported by the
NYSE, was $25.00 per share.
The Company has been advised that the Selling Shareholders may sell, from
time to time, in one or more transactions (which may include block
transactions), all or a portion of their shares on the NYSE or the Pacific Stock
Exchange, in special offerings, in the over-the-counter market, in negotiated
transactions, through underwriters or otherwise at market prices prevailing at
the time of sale or at negotiated prices. The Selling Shareholders have
indicated that if any of the Common Stock offered hereby is sold through
underwriters, brokers or dealers, then the Selling Shareholders may pay
customary underwriting discounts and brokerage commissions and charges. The
Selling Shareholders and any underwriters, brokers or dealers or other persons
who participate with them in the distribution of the shares offered hereby may
be deemed to be "underwriters" within the meaning of the Securities Act of 1933,
as amended (the "Securities Act"), although the Selling Shareholders disclaim
such status. Any commissions and discounts received by such underwriters,
brokers or dealers, and any profit on the resale of the stock by such
underwriters, brokers or dealers, may be deemed to be underwriting discounts and
commissions under the Securities Act. See "Plan of Distribution."
The Company will pay all expenses incidental to the registration of the
Common Stock, but will not pay selling or other expenses incurred in the
offering, including the discounts and commissions of broker-dealers. The Company
has agreed to indemnify the Selling Shareholders against certain liabilities,
including liabilities under the Securities Act, in connection with the Common
Stock offered hereby.
------------------------
SEE "RISK FACTORS," BEGINNING ON PAGE 2, FOR INFORMATION THAT
SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
------------------------
THE DATE OF THIS PROSPECTUS IS DECEMBER 10, 1996
<PAGE> 4
THE COMPANY
Primark is a Michigan corporation organized in 1981. The Company is engaged
principally in the information services industry serving two primary markets,
financial information and applied information technology. The Company's
financial information businesses consist of the operations of Datastream
International Limited and its affiliates ("Datastream"), Disclosure Incorporated
("Disclosure"), I/B/E/S International, Inc. ("I/B/E/S"), Vestek Systems, Inc.
("Vestek"), Worldscope/Disclosure Partners ("Worldscope"), ICV Limited ("ICV"),
the Yankee Group Research, Inc. ("Yankee Group") and Groupe DAFSA S.A.
("DAFSA"). On November 27, 1996, Primark Corporation agreed to acquire all of
the outstanding stock of Baseline Financial Services, Inc. ("Baseline"),
pursuant to the terms of a Stock Purchase Agreement by and between the Company,
Bowne & Co. Inc., and Robert G. Patterson for approximately $40,000,000 in cash.
It is anticipated that the acquisition will be consummated within thirty days.
Primark develops and markets "value-added" database products that cover
established and emerging markets worldwide, as well as proprietary analytical
software for the analysis and presentation of financial and economic
information. Customers include investment managers, investment bankers,
accounting and legal professionals and information and reference service
providers. The applied information technology activities, conducted through
TASC, Inc. ("TASC"), provide a broad spectrum of technology-based information
services and products primarily to U.S. government agencies principally involved
in national security and intelligence related activities, and increasingly to
commercial customers such as users of real-time weather information. The Company
is engaged in transportation services through its wholly owned subsidiary, Triad
International Maintenance Corporation ("TIMCO").
The Company's principal executive offices are located at 1000 Winter
Street, Suite 4300, Waltham, Massachusetts 02154, and its telephone number is
(617) 466-6611. For additional information concerning the Company, see
"Incorporation of Certain Documents by Reference," "Available Information," and
"Risk Factors."
RISK FACTORS
Prior to investing in the shares of Common Stock offered hereby,
prospective investors should consider the following factors and risks, together
with the other information set forth elsewhere in or incorporated by reference
in this Prospectus. See "Incorporation of Certain Documents by Reference."
DEPENDENCE ON FEDERAL GOVERNMENT CONTRACTS
A substantial portion of the Company's revenues is derived from services
performed directly or indirectly under contracts with the U.S. Government.
Approximately 49%, 57% and 60% of the Company's total operating revenues for the
years ended December 31, 1995, 1994 and 1993, respectively, were derived from
contracts with U.S. Government agencies, and from subcontracts with U.S.
Government prime contractors.
Contracts made with the U.S. Government are normally subject to annual
approval of funding. Limitations imposed on spending by the U.S. Government
agencies, which might result from efforts to reduce the Federal deficit or for
other reasons, may limit both the continued funding of the Company's existing
contracts with the U.S. Government and the Company's ability to obtain
additional contracts. These limitations, if significant, could have a material
adverse effect on the Company.
All contracts made with the U.S. Government may be terminated by the U.S.
Government at any time, with or without cause. There can be no assurance that
any existing or future contracts with the U.S. Government would not be
terminated or that the U.S. Government will continue to use the Company's
services at levels comparable to current use.
DEPENDENCE ON TECHNICAL PERSONNEL
The Company's future success is dependent upon its ability to attract and
retain highly skilled personnel. The market for these professionals is
competitive. There can be no assurance that the Company will continue to be
successful in its efforts to attract and retain such qualified professionals.
2
<PAGE> 5
FOREIGN OPERATIONS
Substantially all of Datastream's revenues are derived from various foreign
markets, including a significant proportion from the U.K. Similarly, the
revenues of ICV and DAFSA are derived from the U.K. and France, respectively.
Consequently, the Company is exposed to certain risks associated with
international business, particularly with respect to foreign currency exchange
rate movements. Datastream's business is also subject to the customary risks
associated with international transactions, including political risks, local
laws and taxes, the potential imposition of trade or currency exchange
restrictions, tariff increases and difficulties or delays in collecting accounts
receivable. Weak foreign economies and/or a weakening of foreign currencies
against the U.S. dollar would adversely affect Datastream's, DAFSA's and ICV's
overall future operating results and cash flows. It is the Company's intention
to continue to hedge the currency risk associated with foreign operations as may
be needed in the future.
TECHNOLOGICAL CHANGES
The Company operates principally in the information services industry,
which is a rapidly changing industry. Even if the Company remains abreast of the
latest developments and available technology in the industry, it could be
adversely affected by such developments and technological advances and the
introduction of new products and services in the information services industry.
The future success of the Company will depend significantly on its ability to
develop and deliver technologically advanced quality products and services. The
Company's future results of operations could be adversely affected by the cost
of developing such products and services.
COMPETITION
The Company faces competition from many companies, some of which have
substantially greater resources. There can be no assurance that the Company,
including its subsidiaries, will compete successfully in the future.
LITIGATION
The Company and its subsidiaries are involved in routine litigation and
administrative proceedings incident to the normal course of their respective
businesses. Certain of those proceedings are described in the periodic reports
filed by the Company with the Commission. See "Available Information" and
"Incorporation of Certain Documents by Reference." On June 24, 1994, a jury in a
civil case titled Bradley v. Gelb et. al., in the Massachusetts Superior Court,
returned an unfavorable verdict against the two founders of TASC, and against
TASC itself. The suit was brought by a former employee regarding a TASC stock
transaction which took place in 1976, prior to the Company's acquisition of TASC
in 1991. On June 28, 1994, the Court ordered that judgment be entered on the
verdict requiring the two founders (but not TASC itself) to disgorge
$19,800,000. Such amount accrues post-judgment interest at a statutory rate. As
an alternative course of action, the plaintiff may pursue the two founders and
TASC, jointly and severally, for $48,600. Based on the adjudication, the Company
has denied requests of the two founders for indemnification. Certain
post-verdict motions (including a motion for judgment notwithstanding the
verdict, and in the alternative, a motion for a new trial) are pending. While
the outcome of these motions cannot be predicted with certainty, the Company
believes it will not be required to pay any portion of this judgment. There can
be no assurance, however, that the Company ultimately will be successful in such
efforts.
USE OF PROCEEDS
The Company will receive none of the proceeds from the sale of the Common
Stock in this offering.
3
<PAGE> 6
SELLING SHAREHOLDERS
The following table sets forth the position held with the Company by each
Selling Shareholder for the past three years (except as otherwise noted), the
number of shares of Common Stock beneficially owned by the Selling Shareholders
as of December 9, 1996 and the number of shares of Common Stock offered by the
Selling Shareholders pursuant to this Prospectus. The shares of Common Stock
offered hereby are those shares that have been acquired or may be acquired
through the exercise of options granted to the Selling Shareholders pursuant to
the Plan. Because the Selling Shareholders may sell, from time to time, all or
some of the Common Stock offered hereby, no estimate can be made of the
aggregate amount of Common Stock that will be owned by each Selling Shareholder
upon completion of the offering to which this Prospectus relates. This
Prospectus may be amended from time to time to add or delete persons to or from
the list of Selling Shareholders, who have acquired or will acquire shares of
Common Stock under the Plan, or who have disposed of such shares.
<TABLE>
<CAPTION>
NUMBER OF SHARES THAT
MAY BE ACQUIRED
SHARES BENEFICIALLY OWNED UNDER THE PLAN AND
NAME AND POSITION AS OF DECEMBER 9, 1996 OFFERED HEREBY
- -------------------------------------------------- ------------------------------------- ---------------------
<S> <C> <C>
Joseph E. Kasputys................................ 1,894,058(a)(b)(c) 146,830
Chairman, President and Chief Executive Officer
John C. Holt...................................... 219,810(b) 18,810
Executive Vice President
Stephen H. Curran................................. 291,568(a)(b)(c) 40,000
Senior Vice President and Chief Financial
Officer
Ira Herenstein.................................... 62,600(a)(b)(c) 51,350
Senior Vice President
Michael R. Kargula................................ 400,230(a)(b)(c) 57,940
Senior Vice President, General Counsel and
Secretary
Patrick G. Richmond............................... 147,458(a)(b)(c) 55,430
Vice President of Corporate Development
William J. Swift III.............................. 110,298(a)(b)(c) 19,500
Vice President and Tax Counsel
</TABLE>
- ---------------
(a) Includes for each of Messrs. Kasputys, Curran, Kargula, Richmond, and Swift
27,028 shares, and for Messr. Herenstein 11,250 shares, respectively,
allocated to the participant's account under the Primark Corporation
Employee Stock Ownership Plan ("ESOP") as to which the participant possesses
voting power but not dispositive power.
(b) Includes 1,415,050, 218,810, 246,240, 319,520, 120,430, 81,840 and 51,350
shares subject to stock options exercisable within 60 days of December 9,
1996 by Messrs. Kasputys, Holt, Curran, Kargula, Richmond, Swift and
Herenstein, respectively, all of which options were granted under various
plans of the Company.
(c) Does not include shares which will be allocated to the participant's account
under the ESOP on December 31, 1996, which number of shares is
indeterminable as of the date hereof.
4
<PAGE> 7
PLAN OF DISTRIBUTION
This offering of 389,860 shares of Common Stock is being made by the
Selling Shareholders, who have indicated they are acting independently of each
other and the Company in determining the manner and extent of sales of the
shares of Common Stock included herein. The Company will receive none of the
proceeds of this offering.
Although all of the shares of Common Stock that are currently owned by the
Selling Shareholders, or that would be owned by them upon the exercise of
options granted under the Plan, are being registered for public sale, the sale
of any or all of such shares by a Selling Shareholder may depend on the sale
price of such shares and market conditions generally prevailing at the time. The
Selling Shareholders reserve the right to reject any order in whole or in part.
The Selling Shareholders have informed the Company that they may sell the
shares of Common Stock being offered hereby in one or more transactions (which
may involve block transactions) effected from time to time on the NYSE or the
Pacific Stock Exchange, in special offerings, in the over-the-counter market, in
negotiated transactions, or through a combination of such methods of sale, in
each case at market prices prevailing at the time of sale, at prices relating to
such prevailing market prices, or at negotiated prices. The shares of Common
Stock may be sold by one or more of the following methods: (i) a block trade in
which the broker or dealer so engaged will attempt to sell the shares as agent
but may position and resell a portion of the block as principal to facilitate
the transaction; (ii) purchases by a broker or dealer as principal and resale by
such broker or dealer for its account pursuant to this Prospectus; (iii) an
exchange distribution and/or a secondary distribution in accordance with the
rules of the NYSE or Pacific Stock Exchange, as applicable; and (iv) ordinary
brokerage transactions and transactions in which the broker solicits purchasers.
In effecting sales, brokers or dealers engaged by the Selling Shareholders may
arrange for other brokers or dealers to participate.
Some or all of the shares offered hereunder also may be sold to or through
an underwriter or underwriters. Any shares sold in that manner will be acquired
by such underwriters for their own accounts and may be resold from time to time
in one or more transactions, including negotiated transactions, at a fixed
public offering price or at varying prices determined at the time of sale. Such
shares may be offered to the public through underwriting syndicates represented
by one or more managing underwriters or may be offered to the public directly by
one or more underwriters. Any initial public offering price and any discounts or
concessions allowed or disallowed or paid to dealers may be changed from time to
time.
The Selling Shareholders have indicated that if any of the Common Stock
offered hereby is sold through brokers or dealers or underwriters, then the
Selling Shareholders may pay customary brokerage commissions and charges or an
underwriting discount or concession. The Selling Shareholders and any brokers or
dealers, underwriters or other persons who participate with them in the
distribution of the shares offered hereby may be deemed to be "underwriters"
within the meaning of the Securities Act, although the Selling Shareholders
disclaim such status. Any commissions and discounts received by such persons, or
any profit on the resale of the stock by such persons, may be deemed to be
underwriting discounts and commissions under the Securities Act. Neither the
delivery of the Prospectus, or any Prospectus Supplement, nor any other action
taken by the Company, the Selling Shareholders or any purchaser in connection
with the purchase or sale of shares offered hereby shall be deemed or treated as
an admission that any of them is an underwriter within the meaning of the
Securities Act in connection with the sales of any shares.
The Company will pay all expenses incidental to the registration of the
Common Stock, but will not pay selling or other expenses incurred in the
offering, including the discounts and commissions of broker-dealers. The Company
has agreed to indemnify the Selling Shareholders against certain civil
liabilities, including liabilities under the Securities Act, in connection with
the Common Stock offered hereby.
5
<PAGE> 8
LEGAL MATTERS
The validity of the issuance of the shares of Common Stock offered hereby
has been passed upon by Michael R. Kargula, Esq., Senior Vice President, General
Counsel, and Secretary to the Company. As of December 9, 1996, Mr. Kargula
beneficially owned 400,230 shares of Common Stock, including options that are
presently exercisable or exercisable within 60 days of such date. Of such
shares, 41,882 were granted as restricted shares under the Primark Corporation
1988 Incentive Plan, 211,580 represented options to acquire Shares of Common
Stock under the Primark Corporation 1988 Incentive Plan, 50,000 represented
options for Common Stock under the Company's Stock Option Plan, 57,940
represented options for Common Stock under the 1992 Stock Option Plan, and
27,028 shares are held under the Company's ESOP. This number of shares
beneficially owned by Mr. Kargula as of December 9, 1996, does not include a
currently indeterminable number of shares that will be allocated to Mr.
Kargula's account under the ESOP on or about December 31, 1996.
EXPERTS
The Consolidated Financial Statements and related financial statement
schedules incorporated by reference into this Prospectus and into the
Registration Statement have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their reports which are incorporated herein by reference,
and have been so incorporated in reliance upon the reports of such firm given
upon their authority as experts in accounting and auditing.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements, and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements, and other information can be inspected and copied, at prescribed
rates, at the public reference facilities of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, Room 1024, and at the Commission's New York
Regional Office at Seven World Trade Center, New York, New York 10048, and
Chicago Regional Office at Northwest Atrium Center, 500 West Madison Street,
Chicago, Illinois 60611. Copies of such material also can be obtained at
prescribed rates by writing to the Public Reference Section of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549. The Commission maintains a 'web
site' that contains reports, proxy and information statements and other
information regarding registrants that file electronically with the Commission.
This web site can be accessed at http://www.sec.gov. The Company's Common Stock
is traded on the NYSE and the Pacific Stock Exchange, and such reports, proxy
statements, and other information can be inspected at the offices of the NYSE at
Room 401, 20 Broad Street, New York, New York 10005 and the Pacific Stock
Exchange, 301 Pine Street, San Francisco, California 94104.
The Company has filed with the Commission a registration statement on Form
S-8 (the "Registration Statement") under the Securities Act of 1933, as amended
(the "Securities Act") with respect to the Common Stock offered hereby. This
Prospectus, which constitutes a part of the Registration Statement, does not
contain all of the information set forth in the Registration Statement and in
the exhibits and schedules thereto. For further information with respect to the
Company and the Common Stock, reference is hereby made to such Registration
Statement, exhibits and schedules. Statements contained in this Prospectus as to
the contents of any document referred to herein are not necessarily complete,
and each such statement is qualified in its entirety by reference to each such
document. The Registration Statement may be inspected without charge at the
principal office of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, and copies of all or any part thereof may be obtained from the Commission
at prescribed rates.
6
<PAGE> 9
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission (File No.
1-8260) are hereby incorporated by reference in this Prospectus: (i) Annual
Report on Form 10-K for the fiscal year ended December 31, 1995; (ii) Quarterly
Reports on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996 and
September 30, 1996; (iii) the description of the Company's Common Stock as set
forth in its Form 10 dated November 17, 1981, Form 8-A dated October 18, 1985,
Form 8-A dated January 13, 1988 and Form 8-A dated June 16, 1992. All documents
filed pursuant to Section 13(a), 13(c), 14, or 15(d) of the Exchange Act
subsequent to the date hereof and prior to the termination of the offering of
Common Stock offered hereby shall be deemed to be incorporated by reference into
this Prospectus and to be a part hereof from the date of filing of such
documents. Any statement contained herein 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 and this Prospectus to the
extent that a statement contained herein or in any 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 this Prospectus.
The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, upon the written or oral request of any such
person, a copy of any or all of the documents referred to above or elsewhere
herein that have been incorporated by reference in this Prospectus, other than
exhibits to such documents (unless such exhibits are specifically incorporated
by reference into the information that this Prospectus incorporates). Written
requests for such copies should be directed to Primark Corporation, Investor
Relations, 1000 Winter Street, Suite 4300, Waltham, Massachusetts 02154,
telephone (617) 466-6611.
7
<PAGE> 10
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NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION
OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFER CONTAINED HEREIN, AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY OR THE SELLING SHAREHOLDERS. THIS PROSPECTUS DOES NOT CONSTITUTE
AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY SECURITIES OFFERED
HEREBY IN ANY STATE TO ANY PERSON TO WHOM IT IS NOT LAWFUL TO MAKE ANY SUCH
OFFER OR SOLICITATION IN SUCH STATE. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION
THAT THERE HAS BEEN NO CHARGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE
HEREOF OR THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO
THE DATE HEREOF.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
The Company........................... 2
Risk Factors.......................... 2
Use of Proceeds....................... 3
Selling Shareholders.................. 4
Plan of Distribution.................. 5
Legal Matters......................... 6
Experts............................... 6
Available Information................. 6
Incorporation of Certain Documents by
Reference........................... 7
</TABLE>
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PRIMARK CORPORATION
389,860 SHARES
COMMON STOCK
PROSPECTUS
DECEMBER 10, 1996
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<PAGE> 11
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
5.1 -- Opinion of Michael R. Kargula, Esq., Senior Vice President, General Counsel,
and Secretary of the Company, regarding the legality of the securities being
registered.
23.1 -- Consent of Deloitte & Touche LLP.
23.2 -- Consent of Michael R. Kargula, Esq. (included in the opinion filed as Exhibit
5.1 hereto).
24.1 -- Power of Attorney (included on signature pages).
</TABLE>
II-1
<PAGE> 12
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Waltham, Commonwealth of Massachusetts on December
10, 1996.
PRIMARK CORPORATION
/s/ STEPHEN H. CURRAN
By:.................................
STEPHEN H. CURRAN
SENIOR VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
POWER OF ATTORNEY
The undersigned directors and officers of Primark Corporation, a Michigan
corporation, hereby severally constitute and appoint Joseph E. Kasputys, Stephen
H. Curran and Michael R. Kargula, and each of them (with full power to act
without the others), 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, in any and all capacities, to execute and file with
the Securities and Exchange Commission under the provisions of the Securities
Act of 1933, as amended, a Registration Statement covering shares of common
stock of the corporation which have been issued or may be issued under its 1992
Stock Option Plan, and thereafter to execute and file any Post-Effective
Amendments to the Registration Statement and Amendments or Supplements to any of
the foregoing, hereby giving and granting to said attorneys full power and
authority to do and perform every and all acts and things whatsoever requisite
and necessary to be done in and about the premises as fully, to all intents and
purposes, as he might or could do if personally present at the time thereof,
hereby ratifying and confirming all that said attorneys and agents, or any of
them, or their substitute or his substitute, may or shall lawfully do, or cause
to be done, by virtue hereof.
Pursuant to the requirements of the Securities Act, 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>
/s/ JOSEPH E. KASPUTYS Chairman, President and Chief December 9, 1996
........................................ Executive Officer (Principal
JOSEPH E. KASPUTYS Executive Officer)
/s/ STEPHEN H. CURRAN Senior Vice President and December 9, 1996
........................................ Chief Financial Officer
STEPHEN H. CURRAN (Principal Financial and
Accounting Officer)
/s/ KEVIN J. BRADLEY Director December 9, 1996
........................................
KEVIN J. BRADLEY
/s/ JOHN C. HOLT Executive Vice President and December 9, 1996
........................................ Director
JOHN C. HOLT
/s/ STEVEN LAZARUS Director December 9, 1996
........................................
STEVEN LAZARUS
/s/ PATRICIA G. McGINNIS Director December 9, 1996
........................................
PATRICIA G. MCGINNIS
/s/ JONATHAN NEWCOMB Director December 9, 1996
........................................
JONATHAN NEWCOMB
/s/ CONSTANCE K. WEAVER Director December 9, 1996
........................................
CONSTANCE K. WEAVER
</TABLE>
II-2
<PAGE> 13
INDEX OF EXHIBITS
<TABLE>
<S> <C>
Exhibit 5.1 Opinion of Michael R. Kargula, Esq., Senior Vice President, General Counsel,
and Secretary of the Company, regarding the legality of the securities being
registered.
Exhibit 23.1 Consent of Deloitte & Touche LLP.
Exhibit 23.2 Consent of Michael R. Kargula, Esq. (included in the opinion filed as Exhibit
5.1 hereto).
Exhibit 24.1 Power of Attorney (included on signature pages).
</TABLE>
<PAGE> 1
EXHIBIT 5.1
December 9, 1996
Primark Corporation
1000 Winter Street
Suite 4300N
Waltham, Massachusetts 02154
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-8 ("Registration
Statement") of Primark Corporation (the "Corporation") related to the
registration of 250,000 shares of the Corporation's common stock, without par
value ("Common Stock"), which are to be offered or sold pursuant to the Primark
Corporation 1992 Stock Option Plan (the "Plan").
I have been requested to furnish an opinion to be included as Exhibit 5.1
to the Registration Statement. In conjunction with the furnishing of this
opinion, I have examined such corporate documents and have made such
investigation of matters of fact and law as I have deemed necessary to render
this opinion.
Based upon such examination and investigation, and upon the assumption that
there will be no material changes in the documents examined and matters
investigated, I am of the opinion that the 250,000 shares of Common Stock
referred to above have been duly authorized by the Corporation and that, when
issued in accordance with the terms of the Plan, will be legally issued, fully
paid and nonassessable.
I consent to the filing of this opinion as Exhibit 5.1 to the Registration
Statement.
Very truly yours,
/s/ MICHAEL R. KARGULA
-----------------------------
MICHAEL R. KARGULA, ESQ.
Senior Vice President,
General Counsel and Secretary
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
of Primark Corporation of Form S-8 of our report dated February 8, 1996,
incorporated by reference in the Annual Report on Form 10-K of Primark
Corporation for the year ended December 31, 1995. We also consent to the
reference to us under the heading "Experts" in the Prospectus, which is part of
this Registration Statement.
/S/ DELOITTE & TOUCHE LLP
Boston, Massachusetts
December 9, 1996
