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As filed with the Securities and Exchange Commission on April 7, 1997
Registration No. 333-[_______]
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PRIMARK CORPORATION
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(Exact name of registrant as specified in its charter)
MICHIGAN 38-2383282
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(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
1000 WINTER STREET, SUITE 4300
WALTHAM, MASSACHUSETTS 02154
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(Address of principal executive offices) (Zip Code)
NON-QUALIFIED STOCK OPTION AGREEMENT DATED AS OF FEBRUARY 28, 1994
BY AND BETWEEN PRIMARK CORPORATION AND JOHN C. HOLT
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(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
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(Name, address and telephone number, including area code, of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
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<CAPTION>
=========================================================================================================
Proposed Proposed
Title of securities Amount to be Maximum Offering Price Maximum Aggregate Amount of
to be registered Registered Per Share (1) Offering Price (1) Registration Fee
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<S> <C> <C> <C> <C>
COMMON STOCK,
WITHOUT PAR VALUE 500,000 $13.50 $6,750,000 $2,045.45
=========================================================================================================
</TABLE>
(1) Computed in accordance with Securities Act Rule 457(h), based upon the
price at which the options may be exercised.
Exhibit Index is on page 8
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PART I
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INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
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The documents containing the information specified in Part I will be sent
or given to Mr. Holt as specified by Rule 428(b)(1). In accordance with the
instructions to Part I of Form S-8, such documents will not be filed with the
Securities and Exchange Commission (the "Commission") either as part of this
registration statement or as prospectuses or prospectus supplements pursuant to
Rule 424.
PART II
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INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed by Primark Corporation (the
"Corporation" or the "Registrant") with the Commission pursuant to the
Securities Exchange Act of 1934 (the "Exchange Act") are incorporated herein by
reference:
(a) Annual Report on Form 10-K for the year ended December 31, 1996;
(b) Quarterly Reports on Form 10-Q for the quarters ended March 31,
1996, June 30, 1996 and September 30, 1996;
(c) Current Reports on Form 8-K filed February 4, 1997, February 7, 1997
and April 3, 1997; and
(d) The description of the Corporation's Common Stock contained in the
Corporation's Form 10 dated November 17, 1981, the Corporation's
Form 8-A dated October 18, 1985, the Corporation's Form 8-A dated
January 13, 1988 and the Corporation's Form 8-A dated June 16, 1992.
All other reports and documents filed by the Corporation with the
Commission pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act
on or after the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities remaining unsold shall be deemed to be
incorporated herein by reference and to be a part hereof from the date of filing
of such reports and documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference in this Registration
Statement shall be deemed to be modified or superceded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supercedes such statement. Any such statement so
modified or superceded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
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ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
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 Corporation. As of March 3, 1997, Mr. Kargula
beneficially owned 422,584 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 Corporation's Stock Option Plan, 79,060
represented options for Common Stock under the 1992 Stock Option Plan, and
28,262 shares are held under the Primark Corporation Savings and Stock Ownership
Plan.
The financial statements incorporated in this Registration Statement by
reference from the Corporation's Annual Report on Form 10-K for the year ended
December 31, 1996 have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report, which is incorporated herein by reference,
and have been so incorporated in reliance upon the report of such firm given
upon their authority as experts in accounting and auditing.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Sections 561 and 571 of the Michigan Business Corporation Act (the "MBCA")
contain detailed provisions concerning the indemnification of directors,
officers, employees, and agents against judgments, penalties, fines and amounts
paid in settlement of litigation that they may incur in their capacity as such.
Article VIII of the Articles of Incorporation of the Registrant provides
that the Registrant shall indemnify any person who is or was a director or
officer of the Registrant or is or was serving at the request of the Registrant
as a director, officer, employee, or agent of another corporation, partnership,
joint venture, trust or other enterprise against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with any threatened, pending or completed
action, suit, or proceeding to the full extent provided by the MBCA from time to
time in effect.
Section 6.1 of the By-laws of the Registrant provides that the Registrant
shall indemnify its officers, directors, employees, agents and other persons to
the fullest extent to which corporations are empowered to indemnify such persons
at law.
Article IX of the Articles of Incorporation of the Registrant provides
that a director of the Registrant shall not be personally liable to the
Registrant or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Registrant or its stockholders, (ii) for acts or
omissions not in good faith or that involve intentional misconduct or a knowing
violation of law, (iii) for a violation of Section 551(1) of the MBCA or (iv)
for any transaction from which the director derived any improper personal
benefit.
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The Corporation maintains a director's and officer's liability insurance
policy that covers its directors and officers for certain claims and actions
incurred in the course of their duties, including, under certain circumstances,
alleged violations of the Securities Act of 1933, as amended.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit
Number Description
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4.1 Non-Qualified Stock Option Agreement dated as of February 28, 1994,
by and between Primark Corporation and John C. Holt (Exhibit 10.32
to the Corporation's 1993 Form 10-K, File No. 1-8260); Amendment
dated February 29, 1996; (exhibit 10.12 to the corporation's 1996
10-K, file No. 1-8260).
5.1* Opinion of Michael R. Kargula, Esq., Senior Vice President, General
Counsel and Secretary of the Corporation, regarding the legality of
the shares being registered.
23.1* Consent of Deloitte & Touche LLP.
23.2* Consent of Michael R. Kargula, Esq. (included in his opinion filed
herein as Exhibit 5.1).
24.1* Power of Attorney (included on signature pages).
*filed herewith.
ITEM 9. UNDERTAKINGS.
(a) The Corporation hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933, as amended;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would
not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Commission pursuant
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to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement;
(iii) 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.
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the Registration Statement is on Form S-3 or Form
S-8, and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference 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.
(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 of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or 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.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling
persons of the Corporation pursuant to the foregoing provisions or
otherwise, the Corporation has been advised that, in the opinion of the
Commission, such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the Corporation of the expenses incurred or paid by a director, officer
or controlling person of the Corporation of 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 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 and will be governed by
the final adjudication of such issue.
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SIGNATURES
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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 Waltham, Commonwealth of Massachusetts on April 7,
1997.
PRIMARK CORPORATION
By: /s/ STEPHEN H. CURRAN
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Stephen H. Curran
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
POWER OF ATTORNEY
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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 a
Non-Qualified Stock Option Agreement dated as of February 28, 1994 by and
between John C. Holt and the Corporation, 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.
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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.
Signatures Titles Date
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/s/ JOSEPH E. KASPUTYS Chairman, President and March 27, 1997
- ----------------------- Chief Executive Officer
Joseph E. Kasputys (Principal Executive Officer)
/s/ STEPHEN H. CURRAN Senior Vice President and March 27, 1997
- ----------------------- Chief Financial Officer
Stephen H. Curran (Principal Financial and
Accounting Officer)
/s/ KEVIN J. BRADLEY Director March 27, 1997
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Kevin J. Bradley
/s/ JOHN C. HOLT Executive Vice President March 27, 1997
- ----------------------- and Director
John C. Holt
/s/ STEVEN LAZARUS Director March 27, 1997
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Steven Lazarus
/s/ PATRICIA MCGINNIS Director March 27, 1997
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Patricia McGinnis
/s/ JONATHAN NEWCOMB Director March 27, 1997
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Jonathan Newcomb
/s/ CONSTANCE K. WEAVER Director March 27, 1997
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Constance K. Weaver
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INDEX OF EXHIBITS
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Exhibit
Number Description Page
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5.1 Opinion of Michael R. Kargula, Esq., Senior Vice President,
General Counsel and Secretary of the Corporation, regarding
the legality of the shares being registered.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Michael R. Kargula, Esq. (included in his opinion
filed herein as Exhibit 5.1).
24.1 Power of Attorney (included on signature pages).
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EXHIBIT 5.1
April 7, 1997
Primark Corporation
1000 Winter Street
Suite 4300N
Waltham, MA 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 500,000 shares of the Corporation's common stock, without par
value ("Common Stock"), which are to be offered or sold pursuant to a
Non-Qualified Stock Option Agreement dated as of February 28, 1994 by and
between the Corporation and John C. Holt.
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 500,000 shares of Common Stock
referred to above will be legally issued, fully paid and nonassessable when
issued in accordance with the terms of the Plan.
I consent to the filing of this opinion as Exhibit 5.1 to the Registration
Statement.
Very truly yours,
/s/ MICHAEL R. KARGULA
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Michael R. Kargula, Esq.
Senior Vice President,
General Counsel and Secretary
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EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement of
Primark Corporation on Form S-8 of our reports dated February 11, 1997,
appearing in the Annual Report on Form 10-K of Primark Corporation for the year
ended December 31, 1996 and to the reference to us under the heading "Item 5.
Interests of Named Experts and Counsel," which is part of this Registration
Statement.
/s/ DELOITTE & TOUCHE
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Boston, Massachusetts
April 7, 1997
