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As filed with the Securities and Exchange Commission on July 28, 1999
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
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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)
1999 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
(Full title of the plan)
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Michael R. Kargula, Esq.
Executive Vice President, General Counsel and Secretary
Primark Corporation
1000 Winter Street, Suite 4300
Waltham, Massachusetts 02451
(781) 466-6611
(Name, address and telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED(1) PER SHARE (2) PRICE (2) FEE (2)
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<S> <C> <C> <C> <C>
Common Stock,
Without Par Value 200,000 $26.28 $5,256,000 $1,461.17
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</TABLE>
(1) Plus such additional number of securities pursuant to Rule 416 as may be
issued in the event of a stock dividend, stock split, recapitalization or
similar change in the registered securities.
(2) 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 July 27, 1999.
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PART I
EXPLANATORY NOTE
This registration statement is being filed to register 200,000 shares of
common stock of Primark Corporation issuable pursuant to the exercise of options
issued under the Company's 1999 Stock Option Plan for Non-Employee Directors
(the "Plan").
The registration statement contains two parts. The first part contains a
reoffer prospectus prepared in accordance with the requirements of Part I of
Form S-3 (in accordance with Instruction C of the General Instructions to Form
S-8), which may be used for reoffers and resales by certain shareholders of the
common stock under the Plan.
The second part contains "Information Required in the Registration
Statement" under the requirements applicable to Part II of Form S-8.
Pursuant to the Note to Part I of Form S-8, the documents containing the
Plan Information specified by Part I of Form S-8 have been or will be sent or
given to participants who receive or exercise options under the Plan as
specified by Rule 428(b)(1), but such documents are not being filed with this
registration statement. Such documents (along with the documents incorporated by
reference into the registration statement pursuant to Item 3 of Part II hereof)
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933.
(i)
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PROSPECTUS
PRIMARK CORPORATION
200,000 Shares of Common Stock
Shareholders of Primark Corporation named in this prospectus are selling
200,000 shares of Primark's common stock that they acquired or will acquire
through the exercise of stock options issued to them under the Primark
Corporation 1999 Stock Option Plan for Non-Employee Directors.
We expect that sales made pursuant to this prospectus will be made:
- in broker's transactions;
- in transactions directly with market makers; or
- in negotiated sales or otherwise.
The selling shareholders will determine when they will sell their shares,
and in all cases they will sell their shares at the current market price or at
negotiated prices at the time of the sale. Primark will not receive any of the
proceeds from these sales.
The brokers and dealers that the selling shareholders use to sell these
shares may receive compensation in the form of underwriting discounts,
concessions, or commissions from the sellers or purchasers of the shares. Any
compensation may exceed customary commissions. The selling shareholders and the
brokers and dealers that they use may be deemed to be "underwriters" within the
meaning of the securities laws, and any commissions received and any profits
realized by them on the sale of these shares may be considered to be
underwriting compensation.
Primark's common stock is listed on the New York Stock Exchange under the
symbol PMK and on the Pacific Exchange, Inc. On July 27, 1999 the last reported
sale price of Primark's common stock was $26.25 per share.
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INVESTING IN PRIMARK'S COMMON STOCK INVOLVES VARIOUS RISKS. SEE "RISK
FACTORS," BEGINNING ON PAGE 2.
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
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July 28, 1999
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OUR COMPANY
Primark Corporation is a leading global information service provider of
comprehensive financial, economic and market research information to investment,
legal, accounting, banking, corporate and government customers. We develop and
market "value-added" database and information products that cover established
and emerging markets worldwide. Our proprietary analytical software applications
allow our customers to analyze and present financial, economic and market
research information.
RISK FACTORS
You should consider carefully all of the information in this prospectus,
including the following risk factors and warnings, before deciding whether to
invest in our common stock.
TECHNOLOGICAL CHANGE MAY HARM OUR BUSINESS.
We operate principally in the information services industry, which changes
rapidly and is characterized by the continuous development of new standards and
technology. Our ability to apply new technology to, and to develop new
applications for, our information services businesses will be a significant
factor in our ability to grow and remain competitive. Changes in the industry,
such as enhancements to computer systems may make collection of data easier and
lower barriers to entry into the information services industry.
Our future success will depend significantly on our ability to continue to
develop and deliver technologically advanced products and services. The cost of
developing such products and services could adversely affect our future results
of operations. In addition, we cannot guarantee that we will be able to respond
promptly to technological changes or that our services will remain competitive
with our competitors' new service offerings.
WE MAY SUFFER ADVERSE EFFECTS FROM COMPETITION WITH OTHER FINANCIAL INFORMATION
OR DATABASE PROVIDERS.
The information services industry is highly competitive and is expected to
continue to be so in the future. In addition, the industry is characterized by
rapid technological change and entry into the field by large and
well-capitalized companies and smaller competitors. Examples of our competitors
include The McGraw-Hill Companies, Inc., Thompson Financial Services and
FactSet. We compete, or may compete, with large, well-established information
providers as well as many of the database providers from whom we obtain data for
inclusion in our systems. Some of our competitors offer databases and
applications similar to those offered by us and also have substantially larger
customer bases, greater name recognition and greater financial, technical and
marketing resources than we do.
Technological advances or the introduction of new products and services in
the information services industry could harm us. For example, the release of the
EDGAR database by the SEC in late 1995:
- reduced demand for Disclosure/Worldscope's paper based services,
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- allowed new competitors to enter the market at lower prices, and
- resulted in a 4.9% decline in year over year annualized revenues for
Disclosure/Worldscope as of May 31, 1999. However, within this decline
was a 16.3% period to period growth in Disclosure/Worldscope's
electronic business.
We cannot guarantee that we will be able to compete successfully or that
competitive pressures will not harm us.
BECAUSE OUR INTERNATIONAL OPERATIONS ARE SIGNIFICANT, WE ARE VULNERABLE TO
FLUCTUATIONS IN FOREIGN CURRENCY EXCHANGE RATES, WHICH COULD ADVERSELY AFFECT
US.
We have substantial international operations, which create special risks.
The primary risk is that unfavorable foreign exchange rate changes will cause us
to lose money. We earn and spend most of our money in foreign currencies, which
makes us vulnerable to currency exchange rate changes. We try to reduce this
risk by engaging in currency hedging transactions. However, we cannot guarantee
that we will be able to continue to engage in such hedging activities on
commercially satisfactory terms, if at all.
We are also subject to the customary risks associated with international
business, including:
- political risks,
- local laws and taxes,
- the potential imposition of trade or currency exchange restrictions,
- tariff increases,
- difficulties or delays in collecting accounts receivable,
- weak foreign economies, and
- a weakening of foreign currencies in countries where we do business
against the U.S. dollar.
In 1998, international revenues and operating income, excluding
restructuring charges, represented approximately 56% and 72% of total
consolidated revenues and operating income, excluding restructuring charges,
respectively.
FUTURE ACQUISITIONS MAY NOT PROVIDE THE DESIRED ECONOMIC BENEFITS.
We have acquired several companies recently, and may acquire others in the
future. We are actively pursuing several potential acquisitions, although no
agreements have been reached yet. Acquisitions create the following risks:
- They may harm our operating results.
- We may not successfully integrate the new company into our existing
businesses.
- They may divert senior management's attention away from day-to-day
affairs.
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- There may also be unanticipated problems or liabilities.
- We cannot guarantee that we will identify, finance and complete future
acquisitions on acceptable terms.
THE LOSS OF KEY MANAGEMENT PERSONNEL COULD ADVERSELY AFFECT OUR OPERATIONS.
Our success depends to a significant extent upon our senior management and
key employees and our ability to attract and retain key management, marketing,
finance and technical personnel. The market for experienced management and
highly skilled personnel is very competitive. If we lose the services of key
management personnel or cannot attract and retain skilled technical personnel,
we could suffer.
FAILURES TO BE YEAR 2000 COMPLIANT COULD DISRUPT OUR OPERATIONS AND ADVERSELY
AFFECT US.
Year 2000 or "Y2K" issues exist when dates are recorded in computers using
two digits, rather than four, and are then used for arithmetic operations,
comparisons or sorting. A two-digit recording may recognize a date using "00" as
1900 rather than 2000, which could cause our computer systems to perform
inaccurate computations. We have devoted substantial resources to solving our
Y2K problem. While we expect our efforts to be successful, if we are not Y2K
compliant in a timely manner, it could result in a material adverse effect on
us.
Additionally, our products and services depend on technological components,
equipment and software that third parties developed. These items may not be Y2K
compliant. If these third party components, equipment or software fail to
operate properly, they could interrupt our operations or require us to incur
unanticipated expenses to remedy any problems. These interruptions and expenses
could have a material adverse effect on our business and operating results.
A DOWNTURN IN THE FINANCIAL SERVICES INDUSTRY COULD DECREASE OUR REVENUES AND
PROFITS.
Most of our business serves institutions and professionals in the financial
services industry although we have corporate and governmental customers. A
downturn in the financial services industry could reduce the demand for our
products and, consequently, our revenues and profits. For example, we believe
that the adverse impact on the financial services industry following the 1997
collapse in the Asian financial markets, together with the more recent financial
market volatility caused by concerns over conditions in Russia and Latin
America, has had a negative impact on our revenue growth and profitability. In
addition, financial institutions are continuing to consolidate. This
consolidation increases the leverage of our customers to negotiate price and
decreases the overall potential market for some of our services. These factors,
as well as other changes occurring in the U.S. and international financial
services industry, could weaken our financial position and results of
operations.
OUR FORWARD-LOOKING STATEMENTS MAY PROVE INACCURATE.
This prospectus contains "forward-looking statements." These
forward-looking statements, such as:
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- our plans and strategies,
- our anticipation of revenues from designated markets,
- statements regarding the development of our businesses,
- the markets for our services and products,
- our anticipated capital expenditures, and
- other statements contained in this prospectus regarding matters that
are not historical facts,
are only predictions and estimates regarding future events and circumstances.
Actual events or results may differ materially from expected events or results
as a result of the risks we face. Such risks include the risks described in this
section. You are cautioned not to place undue reliance on our forward-looking
statements, which speak only as of their dates. We do not intend to update
publicly or revise any forward-looking statements.
WE MAY INCUR SUBSTANTIALLY MORE DEBT, WHICH COULD HAVE IMPORTANT CONSEQUENCES
FOR OUR SHAREHOLDERS.
We may use our credit facility or incur additional indebtedness in the
future in connection, for example, with acquisitions, the repurchase of our
common stock, general corporate purposes and capital expenditures. If we incur
substantial indebtedness in the future, it could have important consequences for
our shareholders including the following:
- our ability to obtain any necessary financing in the future may be
limited;
- our level of indebtedness could limit our flexibility in planning for,
or reacting to, changes in our business;
- we could be more highly leveraged than some of our competitors, which
may place us at a competitive disadvantage;
- our degree of indebtedness could make us more vulnerable to a downturn
in our business or the economy generally;
- the debt service requirements of any additional indebtedness could
make it more difficult for us to make payments on currently
outstanding indebtedness; and
- a substantial portion of our cash flow from operations could be
dedicated to the repayment of our indebtedness and would not be
available for other purposes.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
common stock by the selling shareholders in this offering.
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SELLING SHAREHOLDERS
The following table sets forth, for each selling shareholder as of July 1,
1999, the number of shares of Primark's common stock beneficially owned by the
selling shareholder and the minimum number that may be offered by the selling
shareholder using this prospectus. The shares of common stock covered by this
prospectus are shares that have been acquired or may be acquired through the
exercise of options issuable under the Primark Corporation 1999 Stock Option
Plan for Non-Employee Directors. The selling shareholders may in the future
acquire additional options under the Plan, and shares upon exercise of those
options, and sell those additional shares using this prospectus. Because the
selling shareholders, from time to time, may sell some or all of the common
stock offered in this prospectus, and may purchase and sell other shares of the
Company's common stock, no accurate 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
or supplemented from time to time to add or delete the names of selling
shareholders to or from the list of selling shareholders or to otherwise amend
or supplement the information in the table set forth below.
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POSITION(S) WITH NUMBER OF SHARES
NAME OF SELLING COMPANY IN PAST NUMBER OF SHARES COVERED BY THIS
SHAREHOLDER THREE YEARS OWNED (1) PROSPECTUS
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<S> <C> <C> <C>
Kevin J. Bradley Director 73,145 27,845
Steven Lazarus Director 139,685 27,845
Patricia McGinnis Director 65,345 27,845
Jonathan Newcomb Director 60,145 27,845
David Taylor Director and 35,345 27,845
Consultant and formerly
Chief Executive Officer
of Datastream International
Limited and ICV Limited,
each a subsidiary of the
Company
Constance K. Weaver Director 72,845 27,845
</TABLE>
(1) Assumes the exercise in full of all of the options granted to the selling
shareholder under the Plan as of the date of this prospectus.
PLAN OF DISTRIBUTION
The selling shareholders may sell registered shares of common stock in any
of the following ways:
- through dealers;
- through agents; or
- directly to one or more purchasers.
The distribution of the shares of common stock may be effected from time to
time in one or more transactions (which may involve crosses or block
transactions)
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- on the New York Stock Exchange and Pacific Exchange in transactions
pursuant to and in accordance with the rules of such exchanges,
- in the over-the-counter market, or
- in transactions other than on such exchanges or in the
over-the-counter market, or a combination of such transactions.
Any such transaction may be effected at market prices prevailing at the
time of sale, at prices related to such prevailing market prices, at negotiated
prices or at fixed prices. The selling shareholders may effect such transactions
by selling shares to or through broker-dealers, and such broker-dealers may
receive compensation in the form of discounts, concessions or commissions from
the selling shareholders and/or commissions from purchasers of shares of common
stock for whom they may act as agent. The selling shareholders and any
broker-dealers or agents that participate in the distribution of shares of
common stock by them might be deemed to be underwriters, and any discounts,
commissions or concessions received by any such broker-dealers or agents might
be deemed to be underwriting discounts and commissions, under the Securities
Act. Affiliates of one or more selling shareholders may act as principal or
agent in connection with the offer or sale of shares of common stock by the
selling shareholders.
LEGAL MATTERS
The validity of the issuance of the shares of common stock offered hereby
has been passed upon by Michael R. Kargula, Esq., Executive Vice President,
General Counsel, and Secretary to the Company. As of July 1, 1999, Mr. Kargula
beneficially owned 326,066 shares of Primark's common stock, including options
that currently are exercisable or are exercisable within 60 days of such date.
This number of shares beneficially owned by Mr. Kargula as of July 1, 1999, does
not include shares that have been acquired by Mr. Kargula under the Savings and
Stock Ownership Plan after such date, the number of which is indeterminable as
of the date of this prospectus.
EXPERTS
Our financial statements and related financial statement schedule
incorporated by reference in this prospectus from the Company's Annual Report on
Form 10K for the year ended December 31, 1998, have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their reports which are
incorporated by reference herein, and have been so incorporated in reliance upon
the reports of such firm given upon their authority as experts in accounting and
auditing.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by Primark with the SEC (File No. 1-8260) are
hereby incorporated by reference in this prospectus:
- Annual Report on Form 10-K for the fiscal year ended December 31,
1998;
- Quarterly Report on Form 10-Q for the fiscal quarter ended March 31,
1999;
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- Current Report on Form 8-K dated March 3, 1999, as amended by Current
Report on Form 8-K/A dated April 7, 1999; and
- 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 June 16, 1992, and Form 8-A dated June 20, 1997.
All documents filed by Primark under Section 12(b), 12(g), 13(a), 13(c),
14, or 15(d) of the Exchange Act after the date of this prospectus and before
the termination of the offering of common stock covered by this prospectus shall
be deemed to be incorporated by reference into this prospectus and to be a part
of the prospectus from the date of filing of such documents. Any statement
contained in this prospectus or in a document incorporated or deemed to be
incorporated by reference in this prospectus shall be deemed to be modified or
superseded for purposes of the registration statement and this prospectus to the
extent that a statement contained in this prospectus or in any subsequently
filed document that is also incorporated or deemed to be incorporated in this
prospectus 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 (781) 466-6611.
AVAILABLE INFORMATION
Primark Corporation is subject to the informational requirements of the
Securities Exchange Act of 1934, and files reports, proxy statements, and other
information with the SEC. 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 SEC 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 New York Stock Exchange 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 Exchange, Inc., 301 Pine Street, San Francisco,
California 94104.
The Company has filed with the Commission a registration statement on Form
S-8 under the Securities Act of 1933 with respect to the common stock offered by
means of this prospectus. This prospectus constitutes a part of the registration
statement, but does not contain all of the information in the registration
statement and in the exhibits and schedules to the registration statement. For
further information with respect to Primark Corporation and its common stock,
please refer to the registration statement, exhibits and schedules. The
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registration statement may be inspected without charge at the SEC locations
discussed in the paragraph above.
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No person is authorized to give any information or to make any representations
other than those contained in this prospectus, and, if given or made, such
information or representations must not be relied upon as having been
authorized. This prospectus does not constitute an offer to sell or a
solicitation of an offer to buy such securities in any circumstance in which
such offer or solicitation is unlawful. Neither the delivery of this prospectus
nor any sale made under this prospectus shall, under any circumstances, create
any implication that there has been no change in our affairs since the date
hereof or that the information contained or incorporated by reference herein is
correct as of any time after the date of this prospectus.
TABLE OF CONTENTS
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Page
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Our Company..........................................................................................2
Risk Factors.........................................................................................2
Use of Proceeds......................................................................................5
Selling Shareholders.................................................................................6
Plan of Distribution.................................................................................6
Legal Matters........................................................................................7
Experts..............................................................................................7
Incorporation of Certain Documents by Reference......................................................7
Available Information ...............................................................................8
</TABLE>
PRIMARK CORPORATION
200,000 Shares of
Common Stock
PROSPECTUS
July 28 , 1999
<PAGE> 13
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which are on file with the Commission, are
incorporated in this registration statement by reference and made a part hereof:
1. Annual Report on Form 10-K for the fiscal year ended December 31, 1998;
2. Quarterly Report on Form 10-Q for the fiscal quarter ended March 31,
1999;
3. Current Report on Form 8-K dated March 3, 1999, as amended by Current
Report on Form 8-K/A dated April 7, 1999; and
4. 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 June
16, 1992, and Form 8-A dated June 20, 1997.
All documents subsequently filed by the registrant with the SEC pursuant to
Section 12(b), 12(g), 13(a), 13(c), 14 or 15(d) of the 1934 Act prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this registration statement and to
be part hereof from the date of filing of such documents.
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., Executive Vice President,
General Counsel, and Secretary to the Company. As of July 1, 1999, Mr. Kargula
beneficially owned 326,066 shares of Primark's common stock, including options
that currently are exercisable or are exercisable within 60 days of such date.
This number of shares beneficially owned by Mr. Kargula as of July 1, 1999, does
not include shares that have been acquired by Mr. Kargula under the Savings and
Stock Ownership Plan after such date, the number of which is indeterminable as
of the date of this prospectus.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 561 through 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.
Section 561 through 571 of the MBCA, which are filed as Exhibit 99.1 to this
registration statement, are incorporated herein by reference.
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 director, officer, employee, or agent of another corporation, partnership,
joint venture, trust or other enterprise against expenses (including
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attorney's 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.
The Company 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.
The exhibits to this registration statement are listed in the Exhibit
Index, which appears immediately after the signature page and is incorporated
herein by reference.
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:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(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 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;
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provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports or other documents filed by the
registrant pursuant to section 12, 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 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 registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-3
<PAGE> 16
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 July 28,
1999.
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 1999
Stock Option Plan for Non-Employee Directors, 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.
II-4
<PAGE> 17
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>
* Chairman, President and July 27, 1999
- ------------------------------ Chief Executive Officer
Joseph E. Kasputys (Principal Executive Officer)
/s/ STEPHEN H. CURRAN Executive Vice President and July 27, 1999
- ------------------------------ Chief Financial Officer
Stephen H. Curran (Principal Financial and
Accounting Officer)
* Director July 27, 1999
- ------------------------------
Kevin J. Bradley
* Director July 27, 1999
- ------------------------------
John C. Holt
* Director July 27, 1999
- ------------------------------
Steven Lazarus
* Director July 27, 1999
- ------------------------------
Patricia McGinnis
* Director July 27, 1999
- ------------------------------
Jonathan Newcomb
* Director July 27, 1999
- ------------------------------
David Taylor
* Director July 27, 1999
- ------------------------------
Constance K. Weaver
</TABLE>
II-5
<PAGE> 18
INDEX OF EXHIBITS
<TABLE>
<CAPTION>
<S> <C>
Exhibit 4.1 Primark Corporation 1999 Stock Option Plan for Non-Employee Directors.
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).
</TABLE>
<PAGE> 1
EXHIBIT 4.1
PRIMARK CORPORATION
1999 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
ARTICLE I
Purpose
The purposes of the Primark Corporation 1999 Stock Option Plan for
Non-Employee Directors (the "Plan") are to attract and retain the services of
experienced and knowledgeable non-employee directors of Primark Corporation (the
"Corporation") and to provide an incentive for such directors to increase their
proprietary interest in the Corporation's long-term success and progress.
ARTICLE II
Shares Subject to the Plan
The total number of shares of common stock, without par value ("Shares"),
of the Corporation for which options may be granted under the Plan is 200,000,
subject to adjustment in accordance with Article VI hereof. Such Shares shall
only be shares previously acquired by the Corporation in the open market (i.e.
shares repurchased by the Corporation), and shall include shares representing
the unexercised portion of any option granted under the Plan that expires or
terminates without being exercised in full.
ARTICLE III
Administration of Plan
The Plan shall be administered by the Board of Directors of the Corporation
(the "Board"). Subject to the terms of the Plan, the Board shall have the power
to construe the provisions of the Plan, to determine all questions arising
thereunder and to adopt and amend such rules and regulations for the
administration of the Plan as it may deem desirable.
ARTICLE IV
Participation in the Plan
Each director of the Corporation who is not otherwise an employee of the
Corporation or any subsidiary ("Director"):
(a) as of the effective date of the Plan as defined in Article IX
hereof (the "Effective Date") shall receive an option to acquire 22,500
Shares under the Plan as of the Effective Date;
(b) on or before June 15, 1999, a Director may make an election to
exchange all or a portion of his or her annual retainer and meeting fees,
payable by the Corporation over the period July 1, 1999 through June 30,
2000, for an option to acquire that number of Shares equal to 30,000 times
3 times (a) divided by the product of (i) the June 30, 1999 closing price
of a Share on the New York Stock Exchange and (ii) .6 (the Black-Scholes
fraction), where (a) equals the percentage of fees to be exchanged. The
option will be granted on June 30, 1999 with an exercise price per Share
equal to the closing price on the New York Stock Exchange of a Share on
said date.
<PAGE> 2
ARTICLE V
Option Terms
Each option granted to a Director under the Plan and the issuance of Shares
thereunder shall be subject to the following terms.
1. Option Agreement. Each option granted under the Plan shall be evidenced
by an option agreement (the "Agreement") duly executed on behalf of the
Corporation and by the Director to whom such option is granted. Each Agreement
shall comply with and shall be subject to the terms and conditions of the Plan.
Any Agreement may contain such other terms, provisions and conditions not
inconsistent with the Plan as may be determined by the Board.
2. Option Exercise Price. The option exercise price for an option granted
under the Plan shall be the fair market value of the Shares covered by the
option at the time the option is granted. For purposes of this Plan, "fair
market value" shall mean the closing price of the Shares on the day of grant on
the New York Stock Exchange (Consolidated Tape Transactions).
3. Time and Manner of Exercise of Option. Options may be exercised in full
at one time or in part from time to time. Any option may be exercised by giving
written notice, signed by the person exercising the option, to the Corporation
stating the number of Shares with respect to which the option is being
exercised, accompanied by payment in full for such Shares, which payment may be
in whole or in part in Shares already owned for a period of at least six months
by the person or persons exercising the option, valued at fair market value.
4. Term of Options. Each option shall expire not more than ten (10) years
from the date of the granting thereof, but shall be subject to earlier
termination as follows:
(a) In the event of the death of an optionee, the option granted to
such optionee may be exercised within one (1) year after the date of death
of such optionee or prior to the date on which the option expires by its
terms, whichever is earlier, by the estate of such optionee, or by any
person or persons whom the optionee shall have designated in writing on
forms prescribed by and filed with the Corporation or, if no such
designation has been made by the person or persons to whom the optionee's
rights have passed, by will or the laws of descent and distribution.
(b) In the event that an optionee ceases to be a director of the
Corporation (other than by reason of death), the option granted to such
optionee may be exercised by him or her within three (3) years after the
date such optionee ceases to be a director of the Corporation or prior to
the date on which the option expires by its terms, whichever is earlier.
5. Transferability. The right of any optionee to exercise an option granted
to him or her under the Plan shall not be assignable or transferable by such
optionee otherwise than by will or the laws of descent and distribution, and any
such option shall be exercisable during the lifetime of such optionee only by
him or her.
6. Participant's or Successor's Rights as Shareholder. Neither the
recipient of an option under the Plan nor his or her successor(s) in interest
shall have any rights as a shareholder of the Corporation with respect to any
Shares subject to an option granted to such person until such person becomes a
holder of record of such shares.
2
<PAGE> 3
ARTICLE VI
Capital Adjustments
The aggregate number of Shares with respect to which options may be granted
under the Plan, as provided in Article II, the number of Shares subject to each
outstanding option, and the price per Share specified in such options, all may
be adjusted, as the Board shall determine in its sole discretion or as may be
required, for any increase or decrease in the number of issued Shares resulting
from a subdivision or consolidation of Shares or any other similar capital
adjustment, the payment of a stock dividend, or other increase or decrease in
such Shares effected without receipt of consideration by, or a merger or
consolidation of, the Corporation, or the sale of all or substantially all of
the assets of, or the liquidation of the Corporation.
ARTICLE VII
Expenses of the Plan
All costs and expenses of the adoption and administration of the Plan shall
be borne by the Corporation and none of such expenses shall be charged to any
optionee.
ARTICLE VIII
Termination and Amendment of the Plan
The Board may amend, terminate or suspend the Plan at any time, in its sole
and absolute discretion provided, however, that no amendment may be made without
the approval of shareholders if such approval is required in order to comply
with applicable stock exchange requirements.
ARTICLE IX
Effective Date
The Effective Date of the Plan shall be May 26, 1999.
3
<PAGE> 1
EXHIBIT 5.1
July 28, 1999
Primark Corporation
1000 Winter Street
Suite 4300N
Waltham, Massachusetts 02451
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 200,000 shares of the Corporation's common stock, without par
value ("Common Stock"), which are to be offered or sold pursuant to the Primark
Corporation 1999 Stock Option Plan for Non-Employee Directors (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 200,000 shares of Common Stock
referred to above, if and when issued and paid for pursuant to and in accordance
with the terms of the Plan, will be legally issued, fully paid and
nonassessable, assuming the Corporation maintains an adequate number of
authorized but unissued shares of Common Stock available for such issuance.
I consent to the filing of this opinion as Exhibit 5.1 to the Registration
Statement and to the reference to this opinion in the prospectus forming part of
the Registration Statement under the caption "Legal Matters."
Very truly yours,
Michael R. Kargula
<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"), of our
reports dated February 16, 1999 appearing in and incorporated by reference in
the Annual Report on Form 10-K of Primark Corporation for the year ended
December 31, 1998 and to the reference to us under the heading "Experts" in the
Prospectus, which is part of such Registration Statement.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
July 28, 1999
