<PAGE>
As filed with the Securities and Exchange Commission on June 19, 1996
Registration No. 333-
==================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________________
METROMAIL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 13-3015410
(State or other jurisdiction of (I.R.S. Employer Identification No.
incorporation or organization)
360 EAST 22ND STREET 60148
LOMBARD, ILLINOIS (Zip Code)
(Address of principal executive offices)
METROMAIL CORPORATION
1996 STOCK INCENTIVE PLAN
1996 BROAD-BASED EMPLOYEE STOCK PLAN
(Full title of the plans)
THOMAS J. QUARLES
SENIOR VICE PRESIDENT,
GENERAL COUNSEL AND CHIEF ADMINISTRATIVE OFFICER
METROMAIL CORPORATION
360 EAST 22ND STREET
LOMBARD, ILLINOIS 60148
(708) 620-3300
(Name, address, and telephone number,
including area code, of agent for service)
____________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===========================================================================================
Proposed Proposed
Title of Amount maximum maximum Amount of
Securities to be to be offering aggregate registration fee
registered registered price per offering
share price
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 1,600,000 $20.50, $33,615,750(2) $11,592
$.01 par value shares(1) $22.125(2)
===========================================================================================
</TABLE>
(1) This registration statement also covers an additional and indeterminate
number of shares as may become issuable because of the provisions of the
Plan relating to adjustments for changes resulting from stock dividends,
stock splits and similar changes.
(2) Estimated solely for the purpose of calculating the registration fee and,
pursuant to Rule 457(h) under the Securities Act of 1933, based upon (i) as
to options to purchase 1,098,000 shares of Common Stock, a $20.50 purchase
price per share and (ii) as to 502,000 shares of Common Stock, the average
of the high and low sale prices of the Common Stock reported in the New
York Stock Exchange Composite transactions on June 14, 1996.
================================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed with the Securities and
Exchange Commission (the "Commission") by Metromail Corporation (the "Company")
are incorporated herein by reference:
(a) The Company's Prospectus dated June 13, 1996, filed pursuant to Rule
424(b) under the Securities Act of 1933, as amended (the "Securities Act of
1933");
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), since
December 31, 1995; and
(c) The description of the Common Stock, par value $.01 per share, of the
Company which is contained in a registration statement filed under Section 12 of
the Exchange Act, including any amendment or report filed for the purpose of
updating such description.
All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference into this Registration Statement and
to be a part hereof from the respective dates of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Reference is made to Section 145 ("Section 145") of the General Corporation
Law of the State of Delaware (the "Delaware GCL") which provides for
indemnification of directors and officers in certain circumstances.
In accordance with Section 102(b)(7) of the Delaware GCL, the Company's
Third Restated Certificate of Incorporation (the "Certificate of Incorporation")
provides that directors shall not be personally liable for monetary damages for
breaches of their fiduciary duty as directors except for (i) breaches of their
duty of loyalty to the Company or its stockholders, (ii) acts or omissions not
in good faith or which involve intentional misconduct or knowing violations of
law, (iii) certain transactions under Section 174 of the Delaware GCL (unlawful
payment of dividends) or (iv) transactions from which a director derives an
improper personal benefit.
The Certificate of Incorporation of the Company provides for indemnification
of directors and officers to the full extent provided by the Delaware GCL, as
amended from time to time. It states that the indemnification provided therein
shall not be deemed exclusive. The Company may maintain insurance on behalf of
any person who is or was a director, officer, employee or agent of the Company,
or another corporation, partnership, joint venture, trust or other enterprise
against any expense, liability or loss, whether or not the Company would have
the power to indemnify such person against such expense, liability or loss,
under the provisions of the Delaware GCL.
<PAGE>
Pursuant to Section 145 and the Certificate of Incorporation, the Company
maintains directors' and officers' liability insurance coverage.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
EXHIBIT
NO. DESCRIPTION
- ------- -----------
4(a) Third Restated Certificate of Incorporation of the Company
(incorporated by reference to Registration Statement on Form S-1
(File No. 333-2042), Exhibit 3.1).
4(b) By-laws of the Company (incorporated by reference to Registration
Statement on Form S-1 (File No. 333-2042), Exhibit 3.2).
5 Opinion of Sidley & Austin.
23(a) Consent of Arthur Andersen LLP.
23(b) Consent of Sidley & Austin (contained in Exhibit 5 hereto).
24 Powers of Attorney.
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 the 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 percent 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 with or furnished to the Commission by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act 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;
II-2
<PAGE>
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remained 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
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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 Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
The Registrant. 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 Chicago, State of Illinois on this 18th day of
June, 1996.
METROMAIL CORPORATION
By: /s/ Barton L. Faber
-----------------------------------
Barton L. Faber
Chairman
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE(S) DATE
--------- -------- ----
/s/ Barton L. Faber Chairman and Director June 18, 1996
- --------------------------- (principal executive officer)
Barton L. Faber
* President and Chief June 18, 1996
- --------------------------- Executive Officer and Director
Susan L. Henricks
* Senior Vice President and Chief June 18, 1996
- --------------------------- Financial Officer (principal
Ronald G. Eidell financial officer)
* Vice President, Finance (chief June 18, 1996
- --------------------------- accounting officer)
Kenneth A. Glowacki
* Director June 18, 1996
- ---------------------------
Peter F. Murphy
* Director June 18, 1996
- ---------------------------
Jonathan P. Ward
*By /s/ Barton L. Faber
-----------------------
Barton L. Faber
Attorney-in-Fact
II-4
<PAGE>
EXHIBIT INDEX
-------------
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------ ----------------------
4(a) Third Restated Certificate of Incorporation of the
Company (incorporated by reference to Registration
Statement on Form S-1 (File No. 333-2042), Exhibit
3.1).
4(b) By-laws of the Company (incorporated by reference to
Registration Statement on Form S-1 (File No. 333-2042),
Exhibit 3.2).
5* Opinion of Sidley & Austin.
23(a)* Consent of Arthur Andersen LLP.
23(b)* Consent of Sidley & Austin (contained in Exhibit 5
hereto).
24* Powers of Attorney.
________________________
*Filed herewith
II-5
<PAGE>
EXHIBIT 5
[LETTERHEAD OF SIDLEY & AUSTIN]
June 19, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Metromail Corporation
Registration Statement on Form S-8
----------------------------------
Gentlemen:
We have acted as counsel for Metromail Corporation, a Delaware corporation
(the "Company"), in connection with the filing of a Registration Statement on
Form S-8 (the "Registration Statement") relating to 1,600,000 shares of common
stock, par value $.01 per share, of the Company ("Common Stock") to be offered
to participants in the Company's 1996 Stock Incentive Plan (the "Incentive
Plan") and the 1996 Broad-Based Employee Stock Plan (together with the Incentive
Plan, the "Plans").
We are familiar with the Certificate of Incorporation and the By-laws of
the Company and all amendments thereto and resolutions of the Board of Directors
of the Company relating to the Plans and the Registration Statement.
In this connection, we have examined originals, or copies of originals
certified or otherwise identified to our satisfaction, of such records of the
Company and others, have examined such questions of law and have satisfied
ourselves as to such matters of fact as we have considered relevant and
necessary as a basis for the opinions set forth herein. We have assumed the
authenticity of all documents submitted to us as originals, the genuineness of
all signatures, the legal capacity of all natural persons and the conformity
with the original documents of any copies thereof submitted to us for our
examination.
Based upon the foregoing, we are of the opinion that:
1. The Company is duly incorporated and validly existing under the laws of
the State of Delaware.
<PAGE>
2. If the Company, pursuant to the authorization by the Board of Directors
or a duly authorized committee thereof, issues authorized and unissued shares of
Common Stock for the consideration (but not less than the par value) provided in
either of the Plans, such shares will, when certificates representing such
shares shall have been duly executed, countersigned and registered and duly
delivered against receipt by the Company of the consideration provided in such
Plan, be legally issued, fully paid and non-assessable.
We do not find it necessary for the purposes of this opinion to cover, and
accordingly we express no opinion as to the application of the securities or
blue sky laws of the various states to the sale of shares of common stock.
This opinion is limited to the General Corporation Law of the State of
Delaware.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Sidley & Austin
<PAGE>
Exhibit 23(a)
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our reports
(and to all references to our Firm) included in or made a part of this
Registration Statement on Form S-8 filed June 19, 1996.
[SIGNATURE ARTHUR ANDERSEN LLP]
Chicago, Illinois
June 17, 1996
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Barton L. Faber his or her
true and lawful attorney-in-fact, with full power and authority, for the purpose
of executing, in the name and on behalf of the undersigned as a director and/or
officer of Metromail Corporation, a Delaware corporation (the "Company"), a
Registration Statement on Form S-8 for the registration under the Securities Act
of 1933, as amended, of the Company's Common Stock and any and all amendments to
such Registration Statement, including post-effective amendments, and to deliver
on behalf of the undersigned such Registration Statement and any and all
amendments thereto, as each thereof is so executed, for filing with the
Securities and Exchange Commission. The undersigned hereby grants unto such
attorney-in-fact full power of substitution and revocation in the premises and
hereby ratifies and confirms all that such attorney-in-fact may do or cause to
be done by virtue of these presents.
Dated: June 11, 1996
/s/ Susan L. Henricks
-------------------------
Susan L. Henricks
<PAGE>
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Barton L. Faber his or her
true and lawful attorney-in-fact, with full power and authority, for the purpose
of executing, in the name and on behalf of the undersigned as a director and/or
officer of Metromail Corporation, a Delaware corporation (the "Company"), a
Registration Statement on Form S-8 for the registration under the Securities Act
of 1933, as amended, of the Company's Common Stock and any and all amendments to
such Registration Statement, including post-effective amendments, and to deliver
on behalf of the undersigned such Registration Statement and any and all
amendments thereto, as each thereof is so executed, for filing with the
Securities and Exchange Commission. The undersigned hereby grants unto such
attorney-in-fact full power of substitution and revocation in the premises and
hereby ratifies and confirms all that such attorney-in-fact may do or cause to
be done by virtue of these presents.
Dated: June 11, 1996
/s/ Ronald G. Eidell
------------------------
Ronald G. Eidell
<PAGE>
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Barton L. Faber his or her
true and lawful attorney-in-fact, with full power and authority, for the purpose
of executing, in the name and on behalf of the undersigned as a director and/or
officer of Metromail Corporation, a Delaware corporation (the "Company"), a
Registration Statement on Form S-8 for the registration under the Securities Act
of 1933, as amended, of the Company's Common Stock and any and all amendments to
such Registration Statement, including post-effective amendments, and to deliver
on behalf of the undersigned such Registration Statement and any and all
amendments thereto, as each thereof is so executed, for filing with the
Securities and Exchange Commission. The undersigned hereby grants unto such
attorney-in-fact full power of substitution and revocation in the premises and
hereby ratifies and confirms all that such attorney-in-fact may do or cause to
be done by virtue of these presents.
Dated: June 11, 1996
/s/ Kenneth A. Glowacki
---------------------------
Kenneth A. Glowacki
<PAGE>
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Barton L. Faber his or her
true and lawful attorney-in-fact, with full power and authority, for the purpose
of executing, in the name and on behalf of the undersigned as a director and/or
officer of Metromail Corporation, a Delaware corporation (the "Company"), a
Registration Statement on Form S-8 for the registration under the Securities Act
of 1933, as amended, of the Company's Common Stock and any and all amendments to
such Registration Statement, including post-effective amendments, and to deliver
on behalf of the undersigned such Registration Statement and any and all
amendments thereto, as each thereof is so executed, for filing with the
Securities and Exchange Commission. The undersigned hereby grants unto such
attorney-in-fact full power of substitution and revocation in the premises and
hereby ratifies and confirms all that such attorney-in-fact may do or cause to
be done by virtue of these presents.
Dated: June 11, 1996
/s/ Peter F. Murphy
-----------------------
Peter F. Murphy
<PAGE>
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Barton L. Faber his or her
true and lawful attorney-in-fact, with full power and authority, for the purpose
of executing, in the name and on behalf of the undersigned as a director and/or
officer of Metromail Corporation, a Delaware corporation (the "Company"), a
Registration Statement on Form S-8 for the registration under the Securities Act
of 1933, as amended, of the Company's Common Stock and any and all amendments to
such Registration Statement, including post-effective amendments, and to deliver
on behalf of the undersigned such Registration Statement and any and all
amendments thereto, as each thereof is so executed, for filing with the
Securities and Exchange Commission. The undersigned hereby grants unto such
attorney-in-fact full power of substitution and revocation in the premises and
hereby ratifies and confirms all that such attorney-in-fact may do or cause to
be done by virtue of these presents.
Dated: June 11, 1996
/s/ Jonathan P. Ward
------------------------
Jonathan P. Ward
