As filed with the Securities and Exchange Commission on July 3, 2001.
File No. 333-04583
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________
POST EFFECTIVE AMENDMENT NO. 2 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________
EQUIFAX INC.
(Exact Name of Registrant as Specified in its Charter)
Georgia 58-0401110
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1550 Peachtree Street, N.W.
Atlanta, Georgia 30309
(Address, Including Zip Code, of Registrant's Principal
Executive Offices)
__________________
EQUIFAX INC. EMPLOYEES 401(K) RETIREMENT AND SAVINGS PLAN
CHOICEPOINT INC. 401(K) PROFIT SHARING PLAN
CERTEGY INC. 401(K) PLAN
(Full Title of the Plans)
__________________
Kent E. Mast, Esq.
Corporate Vice President, General Counsel and Secretary
1550 Peachtree Street, N.W.
Atlanta, Georgia 30309
(404) 885-8000
(Name, Address, and Telephone Number,
Including Area Code, of Agent for Service)
Copies to:
Larry D. Ledbetter, Esq.
Kilpatrick Stockton LLP
1100 Peachtree Street, N.E., Suite 2800
Atlanta, Georgia 30309
(404) 815-6500
__________________
Calculation of Registration Fee
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Proposed Maximum Proposed Maximum
Title of Securities Amount to Offering Price Aggregate Amount of
to be Registered be Registered/(1)/ Per Share/(2)/ Offering Price/(2)/ Registration Fee/(2)/
- ----------------------------------------------------------------------------------------------------------------------
-- -- -- -- --
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(1) In addition, pursuant to Rule 416 under the Securities Act of 1933, as
amended (the "Securities Act"), this Registration Statements also relates to
such indeterminate number of interests to be offered or sold pursuant to the
employee benefit plans described herein.
(2) Not applicable. All filing fees paid in connection with the registration of
these securities were paid with the filing with the Securities and Exchange
Commission of the Registration Statement on Form S-8 (333-04583) being
amended by this post-effective amendment.
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EXPLANATORY NOTE
In accordance with the Note to Part I of Form S-8, the information
specified in Part I of Form S-8 has been omitted from this amendment to the
Registration Statement on Form S-8 for offers of shares of the Common Stock of
Equifax Inc. (the "Company") and plan interests under the Equifax Inc. Employees
401(k) Retirement and Savings Plan (the "Equifax Plan"), the ChoicePoint Inc.
401(k) Profit Sharing Plan (the "ChoicePoint Plan") and the Certegy Inc. 401(k)
Plan (the "Certegy Plan and together with the Equifax Plan and the ChoicePoint
Plan, the "Plans").
EQUIFAX INC.
POST EFFECTIVE AMENDMENT NO. 2 TO REGISTRATION STATEMENT ON FORM S-8
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Equifax Inc. (the "Company") (File No. 1-
6605) with the Securities and Exchange Commission (the "SEC") are incorporated
herein by reference and made a part hereof:
(a) (i) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 2000.
(ii) The Company's Quarterly Report on From 10-Q for the quarter
ended March 31, 2001.
(iii) The Equifax Plan's Annual Report on Form 11-K for the plan year
ended December 31, 2000.
(b) All other reports filed with the Commission pursuant to Section 13(a)
or 15(d) of the Exchange Act of 1934, as amended (the "Exchange Act"),
since December 31, 2000.
(c) The description of the Common Stock contained in the Company's
Registration Statement on Form 10 dated December 31, 1964, and on Form
8-A, filed under Section 12 of the Exchange Act on November 2, 1995,
as amended.
All documents subsequently filed by the Company or the Plans pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment 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 herein and to be made a part hereof from
the respective dates of filing such documents. Any statement contained in any
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of the registration statement
to the extent that a statement contained herein or in any other subsequently
filed document that is also incorporated or deemed to be incorporated herein by
reference modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of the prospectus or the registration statement.
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ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Georgia Business Corporation Code permits, and the Company's bylaws
require, the Company to indemnify any person who was or is threatened to be made
a party to any threatened, pending or completed action, suit or proceeding
(which could include actions, suits or proceedings under the Securities Act of
1933, as amended (the "Securities Act")), whether civil, criminal,
administrative, or investigative (other than an action brought by or on behalf
of the Company) by reason of the fact that such person is or was a director or
officer of the Company or is or was serving at the request of the Company as a
director or officer of another corporation, partnership, joint venture, trust,
or other enterprise, against all expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding if such person
acted in a manner he reasonably believed to be in or not opposed to the best
interests of the Company and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful. With regard to
actions or suits by or in the right of the Company, indemnification is limited
to reasonable expenses incurred in connection with the proceeding and generally
is not available in connection with such a proceeding in which such person was
adjudged liable to the Company.
In addition, the Company carries insurance on behalf of directors and
officers that may cover liabilities under the Securities Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
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ITEM 8. EXHIBITS
Exhibit Number Description
- -------------- -----------
5 Opinion of General Counsel as to the legality of
the securities being registered (previously
filed).
23(a) Consent of General Counsel (previously filed).
23(b)* Consent of Arthur Andersen LLP.
24 Power of Attorney (included in signature page).
99.1* Certegy Inc. 401(k) Plan.
*Filed herewith.
The Company has received a favorable determination letter from the Internal
Revenue Service (the "IRS") with respect to the qualification of the Equifax
Plan under section 401(a) of the Internal Revenue Code. In addition, Certegy
Inc. intends to seek a determination from the IRS with respect to the
qualification of the Certegy Inc. 401(k) Plan under section 401(a) of the
Internal Revenue Code.
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;
(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; and
(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 information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in
this registration statement;
(2) that, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new registration
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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; and
(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, 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 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 SEC such indemnification
is against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the 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 and will be governed by the final
adjudication of such issue.
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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 post-effective
amendment to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Atlanta, State of
Georgia, on June 28, 2001.
EQUIFAX INC.
By: /s/ Kent E. Mast
--------------------------------------------
Kent E. Mast
Corporate Vice President, General Counsel and
Secretary
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Kent E. Mast, his or her true and lawful
attorney-in-fact and agent, 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 sign any and all amendments to the Registration Statement, as
amended by this post-effective amendment, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that each of said attorneys-in-fact and agents, or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this post-
effective amendment to the Registration Statement has been signed by the
following persons in the capacities and on the date indicated:
Signature Title Date
- --------- ----- ----
/s/ Thomas F. Chapman
- ---------------------------------- Chairman of the Board of Directors & Chief June 11, 2001
Thomas F. Chapman Executive Officer (Principal Executive Officer)
/s/ Lee A. Kennedy
- ---------------------------------- President, Chief Operating Officer & Director June 11, 2001
Lee A. Kennedy
/s/ Michael T. Vollkommer
- ---------------------------------- Corporate Vice President & Controller June 11, 2001
Michael T. Vollkommer (Principal Accounting Officer)
/s/ Philip J. Mazzilli
- ---------------------------------- Executive Vice President & Chief Financial June 11, 2001
Philip J. Mazzilli Officer (Principal Financial Officer)
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/s/ Lee A. Ault Director June 11, 2001
- ----------------------------------
Lee A. Ault, III
/s/ John L. Clendenin
- ---------------------------------- Director June 11, 2001
John L. Clendenin
- ---------------------------------- Director
A. W. Dahlberg
/s/ Robert P. Forrestal Director June 11, 2001
- ----------------------------------
Robert P. Forrestal
/s/ L. Phillip Humann Director June 11, 2001
- ----------------------------------
L. Phillip Humann
/s/ Larry L. Prince Director June 11, 2001
- ----------------------------------
Larry L. Prince
/s/ D. Raymond Riddle Director June 11, 2001
- ----------------------------------
D. Raymond Riddle
/s/ Louis W. Sullivan, M.D. Director June 11, 2001
- ----------------------------------
Louis W. Sullivan, M.D.
- ---------------------------------- Director
Jacquelyn M. Ward
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THE PLAN. Pursuant to the requirements of the Securities Act, the trustees
(or other person who administer the employment benefit plans) have duly caused
this amendment to the registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Atlanta, State of
Georgia, on June 28, 2001.
EQUIFAX INC. EMPLOYEES 401(K) RETIREMENT AND
SAVINGS PLAN
By: /s/ Richard D. Gapen
--------------------
Plan Administrator
CERTEGY INC. 401(K) PLAN
By: /s/ Richard D. Gapen
--------------------
Plan Administrator
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EXHIBIT INDEX
Exhibit Number Description
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5 Opinion of General Counsel as to the legality of
the securities being registered (previously
filed).
23(a) Consent of General Counsel (previously filed).
23(b)* Consent of Arthur Andersen LLP
24 Power of Attorney (included in signature page)
99.1* Certegy Inc. 401(k) Plan.
*Filed herewith.