<PAGE> 1
As filed with the Securities and Exchange Commission on April 24, 1998
Registration No. 333-[_______]
- --------------------------------------------------------------------------------
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. 33-49134 ON FORM S-8
PRIMARK CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
MICHIGAN 38-2383282
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
1000 WINTER STREET, SUITE 4300
WALTHAM, MASSACHUSETTS 02154
(Address of principal executive offices)
PRIMARK CORPORATION 1992 EMPLOYEE STOCK PURCHASE PLAN
-----------------------------------------------------
(Full title of the plan)
MICHAEL R. KARGULA, ESQ.
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL
AND SECRETARY
PRIMARK CORPORATION
1000 WINTER STREET, SUITE 4300
WALTHAM, MASSACHUSETTS 02154
(781) 466-6611
- --------------------------------------------------------------------------------
(Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
-------------------------------
<TABLE>
<CAPTION>
==========================================================================================================
Proposed Proposed
Title of securities Amount to be maximum offering price maximum aggregate Amount of
to be registered registered per share(4) offering price(4) registration fee(4)
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMMON STOCK,
WITHOUT PAR VALUE 2,000,000(1)(2)(3) $41.44 $82,880,000 $24,449.60
==========================================================================================================
</TABLE>
(1) This registration statement relates solely to 2,000,000 additional shares
(the "Shares") of Primark Corporation Common Stock, without par value ("Common
Stock"). The 2,000,000 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 Employee Stock Purchase Plan
(Commission File No. 33-49134) 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 2,000,000 additional Shares.
(2) Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus
relating to the Shares registered by this Registration Statement also relates to
and includes one million shares of Common Stock registered on Form S-8,
Commission File No. 33-49134.
(3) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminable amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
(4) Estimated solely for the purpose of calculating the registration fee
pursuant to Securities Act 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 April 21, 1998.
<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 2,000,000
additional shares of Primark Corporation (the "Company") Common Stock, without
par value (the "Shares"). The 2,000,000 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. 33-49134) is effective. The contents
of the earlier registration statement on Form S-8 (Commission File No. 33-49134)
are incorporated herein by reference. The remainder of this registration
statement consists only of the required opinions and consents, and the signature
page in accordance with Instruction E of the Registration Statement on Form S-8.
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
Exhibit
Number Description
------ -----------
5.1 Opinion of Michael R. Kargula, Esq., Executive 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).
99.1 Primark Corporation 1992 Employee Stock Purchase Plan
<PAGE> 4
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 April 24,
1998.
PRIMARK CORPORATION
By: /s/ Stephen H. Curran
------------------------------------
Stephen H. Curran
Executive 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
Employee Stock Purchase 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.
<PAGE> 5
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
- ---------- ------ ----
/s/ Joseph E. Kasputys Chairman, President and February 23, 1998
- -------------------------- Chief Executive Officer
Joseph E. Kasputys (Principal Executive Officer)
/s/ Stephen H. Curran Executive Vice President and February 23, 1998
- -------------------------- Chief Financial Officer
Stephen H. Curran (Principal Financial and
Accounting Officer)
/s/ Kevin J. Bradley Director February 23, 1998
- --------------------------
Kevin J. Bradley
/s/ John C. Holt Executive Vice President February 23, 1998
- -------------------------- and Director
John C. Holt
/s/ Steven Lazarus Director February 23, 1998
- --------------------------
Steven Lazarus
/s/ Patricia McGinnis Director February 23, 1998
- --------------------------
Patricia McGinnis
/s/ Jonathan Newcomb Director February 23, 1998
- --------------------------
Jonathan Newcomb
/s/ Constance K. Weaver Director February 23, 1998
- --------------------------
Constance K. Weaver
<PAGE> 6
INDEX OF EXHIBITS
Exhibit 5.1 Opinion of Michael R. Kargula, Esq., Executive 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).
Exhibit 99.1 Primark Corporation 1992 Employee Stock Purchase Plan
<PAGE> 1
EXHIBIT 5.1
April 24, 1998
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") relating to the
registration of 2,000,000 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 Employee Stock Purchase 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 2,000,000 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,
Michael R. Kargula, Esq.
Executive Vice President,
General Counsel and Secretary
<PAGE> 1
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Primark Corporation on Form S-8 (the "Registration Statement") and this Post
Effective No. 1 to Registration Statement No. 33-49134 of Primark Corporation on
Form S-8 of our report dated February 10, 1998 (March 30, 1998 as to Note 14)
incorporated by reference in the Annual Report on Form 10-K of Primark
Corporation for the year ended December 31, 1997 (the "Form 10-K") and our
report on the financial statement schedule included in our Independent Auditors'
Consent dated March 30, 1998 which is included on the Form 10-K.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
April 24, 1998
<PAGE> 1
EXHIBIT 99.1
PRIMARK CORPORATION
1992 EMPLOYEE STOCK PURCHASE PLAN
ARTICLE 1 - PURPOSE
This 1992 Employee Stock Purchase Plan (the "Plan") is intended as an
incentive and to encourage stock ownership by all eligible employees of Primark
Corporation (the "Company") and participating subsidiaries so that they may
share in the fortunes of the Company by acquiring or increasing their
proprietary interest in the Company.
ARTICLE 2 - ADMINISTRATION
The Plan shall be administered and interpreted by the Compensation
Committee ("Committee") of the Board of Directors of the Company. The
determinations of the Committee shall be conclusive.
ARTICLE 3 - STOCK SUBJECT TO THE PLAN
The shares to be sold to participants in the Plan shall be made available
either from authorized but unissued shares of Common Stock of the Company or
from shares of Common Stock reacquired by the Company, including shares
purchased in the open market. The aggregate number of shares which may be issued
pursuant to the Plan is 1,000,000, subject to increase or decrease by reason of
stock split-ups, reclassifications, stock dividends, and the like.
ARTICLE 4 - ELIGIBLE EMPLOYEES
Any employee of the Company or any of its participating subsidiaries who is
customarily employed for at least 20 hours per week and who has completed six
months continuous employment with the Company or any of its subsidiaries shall
be eligible to participate in the Plan. Employees who attain the status of
continuous employment for six months or more after the commencement of an
offering period shall, if they elect to participate, become participants in the
Plan for the first time in the succeeding offering period. In no event may an
employee who owns, within the meaning of Section 423(b)(3) of the Internal
Revenue Code of 1986 ("Code"), five percent or more of the combined voting power
or value of all classes of stock of the Company participate in the Plan nor may
anyone who is not an employee of the Company or a participating subsidiary
participate in the Plan.
<PAGE> 2
ARTICLE 5 - OFFERING PERIODS
The Plan will be implemented by two offerings during each twelve month
period of the Plan. Each offering shall be of six months duration. The first
offering period shall commence as soon as practicable after the effective date
of the Company's registration statement with respect to the Plan.
ARTICLE 6 - PURCHASE PRICE
The purchase price at which shares will be sold to participants in the Plan
shall be the lesser of (i) 85% of the average market price of the Company's
Common Stock on the first business day of the offering period, or (ii) 85% of
the average market price of the Company's Common Stock on the last business day
of the offering period.
For purposes of this Plan the phrase "average market price" means the
average of the high and low prices of a share of Common Stock of the Company on
the New York Stock Exchange.
ARTICLE 7 - PAYROLL DEDUCTIONS
The purchase price of the shares to be acquired under the Plan is
accumulated by payroll deductions over the six month offering period. The
deductions under the Plan may not exceed ten percent of a participant's regular
salary in effect at the commencement of an offering period. Subject to Article
9, a participant may not alter his or her rate of payroll deduction after the
commencement of an offering period. Payroll deductions for a participant shall
commence on the first payday following the offering date and shall continue to
the end of the offering unless sooner terminated as provided in the Plan. All
payroll deductions made by a participant are credited to his or her account
under the Plan and, subject to Article 9, are ultimately added to the general
funds of the Company. All payroll deductions received or held by the Company or
a participating subsidiary, as the case may be, under the Plan may be used by
the Company or such participating subsidiary for any corporate purpose.
The number of shares of Common Stock which may be purchased by each
participant under the Plan is that number of full shares which the accumulated
payroll deductions in the participant's account at the end of the offering
period will purchase at the applicable purchase price. If at the end of any
offering period, there remains any unused payroll deductions representing a
fractional share in a participant's account, such amount shall be rolled over to
the participant's account in the next offering period and used to purchase full
shares at the applicable purchase price in such offering period. In the event
the number of shares to be purchased exceeds the number of shares available in
the Plan, the Company will make a pro rata allocation of the remaining shares.
2
<PAGE> 3
Notwithstanding the foregoing, no participant shall purchase under the Plan
or any similar plan of the Company more than $25,000 worth of Common Stock in
any calendar year, or 5,000 shares of Common Stock during any offering period,
whichever is less.
ARTICLE 8 - AUTHORIZATION FOR PARTICIPATION
An eligible employee may participate in the Plan by filling out, signing
and delivering to the Payroll or Personnel Department, as appropriate, of the
Company or participating subsidiary, as the case may be, an Authorization:
a) stating the percent to be deducted regularly from his or her pay;
b) authorizing the purchase of shares of Common Stock for him or her in
each offering period in accordance with the terms of the Plan; and
c) specifying the exact name in which shares purchased for him or her are
to be issued as provided under Article 10 hereof.
The Authorization must be received by such Payroll or Personnel Department,
as appropriate, at least 10 days before the commencement of the offering period.
Unless a participant files a new Authorization or withdraws from the Plan, his
or her payroll deductions and purchases under the Authorization he or she has on
file under the Plan will continue as long as the Plan remains in effect.
Notwithstanding the foregoing, a participating subsidiary that employs
persons who are not U.S. citizens or residents may specify different procedures
than those specified in the foregoing provisions of this Article 8 in order for
eligible employees of such participating subsidiary to participate in the Plan.
The Company or the participating subsidiary, as the case may be, will
accumulate and hold for the participant's account the amounts deducted from his
or her pay. No interest will be paid on such amounts.
ARTICLE 9 - WITHDRAWAL FROM THE PLAN
A participant may withdraw from the Plan, in whole but not in part, at any
time prior to the last business day of each offering period by delivering a
Withdrawal Notice to the applicable Payroll or Personnel Department, in which
event the Company or participating subsidiary, as the case may be, will promptly
refund the entire balance of his or her deductions not theretofore used to
purchase shares of Common Stock under the Plan.
3
<PAGE> 4
A participant who withdraws from the Plan must file a new Authorization at
least 10 days before the commencement of an offering period in order to re-enter
the Plan. Notwithstanding anything herein to the contrary, following a
withdrawal from the Plan by an officer of the Company, in whole or in part, such
officer may not participate again in the Plan for at least six months from the
date of withdrawal.
ARTICLE 10 - ISSUANCE OF SHARES OF COMMON STOCK
A participant will receive Statements of Ownership for shares of Common
Stock purchased under the Plan and may elect to receive stock certificates.
Stock certificates, however, will not be furnished for shares purchased during
offering periods commencing on or after August 1, 1995 until at least two years
have elapsed from the date of purchase of such shares, unless the participant's
employment with the Company or with a participating subsidiary is terminated
involuntarily by the Company or by such subsidiary or the participating
subsidiary is sold or transferred to an unrelated entity or otherwise disposed
of or a hardship has occurred requiring a sale or transfer of the shares prior
to the expiration of the two-year period.
Shares of Common Stock purchased under the Plan will be issued only in the
name of the participant, or if his or her Authorization so specifies, in the
name of the participant and another person of legal age as joint tenants with
rights of survivorship.
ARTICLE 11 - NO TRANSFER OR ASSIGNMENT OF PARTICIPANT'S RIGHTS
A participant's rights under the Plan are his or hers alone and may not be
transferred or assigned to, or availed of by, any other person.
ARTICLE 12 - TERMINATION OF PARTICIPANT'S RIGHTS
A participant's rights under the Plan will terminate when he or she ceases
to be an employee because of retirement, resignation, lay-off, discharge, death,
leave of absence, or for any other reason. A Withdrawal Notice will be
considered as having been received from the participant on the day his or her
employment ceases, and all payroll deductions not used to purchase shares of
Common Stock will be refunded.
If a participant's payroll deductions are interrupted by any legal process,
a Withdrawal Notice will be considered as having been received from him or her
on the day the interruption occurs.
ARTICLE 13 - TERMINATION AND AMENDMENTS TO THE PLAN
The Plan may be terminated at any time by the Company's Board of Directors.
The Board of Directors also reserves the right to amend the Plan from time to
time, except with respect to the following matter, which shall require the
affirmative vote
4
<PAGE> 5
of a majority of the votes cast at a duly held meeting of the Company's
shareholders: any increase in the aggregate number of shares which may be issued
under the Plan (other than an increase merely reflecting a change in
capitalization such as a stock dividend or stock split-up).
ARTICLE 14 - LIMITATIONS ON SALE OR TRANSFER OF STOCK PURCHASED UNDER THE PLAN
Shares of stock purchased under the Plan during offering periods commencing
on or after August 1, 1995 must be held for at least two years from the date of
purchase (i.e., the last day of the offering period), unless the participant's
employment with the Company or with a participating subsidiary is terminated
involuntarily by the Company or by such subsidiary or the participating
subsidiary is sold or transferred to an unrelated entity or otherwise disposed
of or a hardship occurs requiring an earlier sale or transfer of such shares of
stock. Persons who have experienced a hardship and therefore wish to sell or
transfer their shares prior to the expiration of the two-year period must notify
the General Counsel of the Company (1000 Winter Street, Waltham, Massachusetts
02154) in writing of their intention to sell or transfer and the nature of the
hardship. The General Counsel must consent to the sale or transfer. If there is
a reasonable basis for believing that a hardship does not exist, the General
Counsel may withhold his consent. In determining the existence of a hardship,
the General Counsel generally will be guided by the standards set forth in
Treasury Regulation 1.401(k)1(d)(2) promulgated by the Internal Revenue Service.
If consent is granted, the Company may, at its option, purchase the shares at
the market price for the shares at closing on the last trading date preceding
receipt of the notification of intent to transfer.
ARTICLE 15 - COMPANY'S PAYMENT OF EXPENSES RELATED TO PLAN
The Company or the participating subsidiary, as the case may be, will bear
all costs of administering and carrying out the Plan.
ARTICLE 16 - PARTICIPATING SUBSIDIARIES
The phrase "participating subsidiaries" shall mean any subsidiary of the
Company, including a corporation that becomes a subsidiary after adoption of the
Plan, which is designated by the Committee to participate in the Plan. The
Committee shall have the power to make such designation before or after the Plan
is approved by the shareholders of the Company.
ARTICLE 17 - CAPITAL CHANGES
In the event of any change in the Company's capitalization, such as a stock
split or stock dividend, which results in an increase or decrease in the number
of outstanding shares of Common Stock of the Company, appropriate adjustments
shall be made in the shares, and purchase price thereof, subject to purchase
under the Plan.
5
<PAGE> 6
ARTICLE 18 - APPROVAL OF STOCKHOLDERS
The Plan shall not take effect until approved by the shareholders of the
Company by the affirmative vote of a majority of the votes cast, which approval
must occur within the period beginning twelve months before and ending twelve
months after the date the Plan is adopted by the Board of Directors of the
Company.
6
