AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON DECEMBER 22, 1997. REGISTRATION NO. 33-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________
FORM S-3
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.)
1600 Peachtree Street, N.W.
Atlanta, Georgia 30309
(404) 885-8000
(Address, including zip code, and telephone number,
including area code, of registrant's executive offices)
__________________
BRUCE S. RICHARDS, ESQ.
Corporate Vice President and General Counsel
Equifax Inc.
1600 Peachtree Street, N.W.
Atlanta, Georgia 30309
(404) 885-8000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
__________________
With a copy to:
J. William Gibson, Esq.
Adam L. Salassi, Esq.
Hunton & Williams
NationsBank Plaza, Suite 4100
600 Peachtree Street, N.E.
Atlanta, Georgia 30308-2216
(404) 888-4000
__________________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after the Registration Statement becomes effective.
__________________
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ] _______________________
If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] _______________________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
__________________
CALCULATION OF REGISTRATION FEE
===============================================================================================================================
Title of Shares Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered offering price per unit aggregate offering price registration fee
- -------------------------------------------------------------------------------------------------------------------------------
Common Stock, $1.25
par value per share............. 266,374 $33.8125/(1)/ $9,006,771/(1)/ $2,657
===============================================================================================================================
(1) Estimated solely for the purposes of determining the registration fee. This
amount, calculated pursuant to Rule 457(c), was based on the average of the
high and low prices of the Registrant's Common Stock on December 19, 1997,
as reported on the New York Stock Exchange.
_______________________
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE
AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
PROSPECTUS
- --------------------------------------------------------------------------------
266,374 Shares
EQUIFAX INC.
COMMON STOCK
This prospectus relates to 266,374 shares (the "Shares") of common stock,
$1.25 par value per share (the "Common Stock"), of Equifax Inc., a Georgia
corporation (the "Company"), that may be offered from time to time by certain
shareholders (the "Selling Shareholders"). See "Selling Shareholders." The
Shares were acquired by the Selling Shareholders as a result of the acquisition
by the Company of Goldleaf Technologies, Inc., a Georgia corporation
("Goldleaf"), a corporation previously owned by the Selling Shareholders. The
Shares were issued pursuant to an exemption from the registration requirements
of the Securities Act of 1933, as amended (the "Securities Act"), provided by
Section 4(2) and the regulations promulgated thereunder. In connection with the
acquisition, the Company entered into a Registration Rights Agreement (the
"Registration Agreement"), dated December 18, 1997, with the Selling
Shareholders pursuant to which it has agreed to file a registration statement
with the Securities and Exchange Commission (the "Commission") to register the
Shares held by the Selling Shareholders for resale by the Selling Shareholders.
The Registration Statement of which this Prospectus is a part was filed with the
Commission pursuant to the Registration Agreement. The Selling Shareholders may
be deemed to be "underwriters" within the meaning of the Securities Act. See
"Sale of Shares" below.
All or a portion of the Shares may be offered by the Selling Shareholders
from time to time (i) in transactions (which may include block transactions) on
the New York Stock Exchange, (ii) in negotiated transactions (including sales
pursuant to pledges), or (iii) a combination of such methods of sale, at fixed
prices, which may be changed, at market prices prevailing at the time of sale,
at prices related to such prevailing market prices, or at negotiated prices.
This Prospectus also may be used, with the Company's prior written consent, by
donees of the Selling Shareholders or by other persons acquiring the Shares and
who wish to offer and sell such Shares under circumstances requiring or making
desirable its use and who have complied with the applicable requirements
contained in the Registration Agreement. The Selling Shareholders may effect
such transactions by selling the 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 the purchasers of the Shares
for whom such broker-dealers may act as agents or to whom they sell as
principals, or both (which compensation as to a particular broker-dealer might
be in excess of customary compensation). See "Selling Shareholders" and "Sale
of Shares" below.
None of the proceeds from the sale of the Shares by the Selling
Shareholders will be received by the Company. The Company has agreed to bear
all expenses in connection with the registration of the Shares being offered by
the Selling Shareholders. The Company also has agreed to indemnify the Selling
Shareholders against certain liabilities, including liabilities under the
Securities Act.
The shares of Common Stock of the Company are traded on the New York Stock
Exchange under the symbol EFX. On December 19, 1997, the last sales price for
the shares of Common Stock as reported on the New York Stock Exchange composite
tape was $33.75 per share.
________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR AD-
EQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
_____________________
The date of this Prospectus is December 22, 1997
1
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements, and other information with the
Commission. Such reports, proxy statements, and other information filed by the
Company can be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549;
as well as at the Regional Offices of the Commission at 7 World Trade Center,
Suite 1300, New York, New York 10048; and 500 West Madison Street, Chicago,
Illinois 60661. Copies of such material can be obtained (at prescribed rates)
from the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549. The Commission maintains a World Wide Web site on the
Internet that contains reports, proxy and information statements and other
information regarding registrants such as the Company, that file electronically
with the Commission. Such reports, proxy and information statements and other
information may be found at the Commission's site address: http://www.sec.gov.
The Company's Common Stock is listed on the New York Stock Exchange. Reports,
proxy statements and other information concerning the Company can be inspected
at the office of such Exchange, located at 20 Broad Street, New York, New York
10005.
This Prospectus constitutes a part of a Registration Statement filed by the
Company with the Commission under the Securities Act. This Prospectus omits
certain of the information contained in the Registration Statement, and
reference is hereby made to the Registration Statement and related exhibits for
further information with respect to the Company and the Shares offered hereby.
Any statements contained herein concerning the provisions of any document are
not necessarily complete, and, in each instance, reference is made to the copy
of such document filed as an exhibit to the Registration Statement or otherwise
filed with the Commission. Each such statement is qualified in its entirety by
such reference.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed with the Commission by the Company (File No.
1-6605) are hereby incorporated by reference into this Prospectus:
(1) The Company's Annual Report on Form 10-K for the year ended December
31, 1996;
(2) The Company's Quarterly Report on Form 10-Q for the first fiscal
quarter ended March 31, 1997;
(3) The Company's Quarterly Report on Form 10-Q for the second fiscal
quarter ended June 30, 1997;
(4) The Company's Quarterly Report on Form 10-Q for the third fiscal
quarter ended September 30, 1997;
(5) The Company's Report on Form 8-K, as filed with the Commission on July
18, 1997;
(6) The Company's Report on Form 8-K, as filed with the Commission on
August 1, 1997;
(7) The Company's Report on Form 8-K, as filed with the Commission on
August 13, 1997;
(8) All other documents filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by
the Company's Annual Report on Form 10-K for the year ended December
31, 1996; and
(9) The description of the Company's Common Stock contained in its
Registration Statement on Form 10 under the Exchange Act, dated
December 31, 1964, including any amendment or report filed for the
purpose of updating such description.
All documents filed by the Company with the Commission pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering registered
2
hereby shall be deemed to be incorporated by reference into this Prospectus and
to be a part hereof from the date of the filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
(or in any subsequently filed document that also is or is deemed to be
incorporated by reference herein) 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. All
information appearing in this Prospectus is qualified in its entirety by
information and financial statements (including notes thereto) appearing in the
documents incorporated by reference herein, except to the extent set forth in
the immediately preceding statement.
The Company will provide, without charge, to each person to whom a copy of
this Prospectus is delivered, including any beneficial owner, upon written or
oral request of such person, a copy of any or all of the documents incorporated
by reference herein (other than exhibits to such documents, unless such exhibits
are specifically incorporated by reference into the information that the
Prospectus incorporates). Requests should be directed to Bruce S. Richards,
Esq., Corporate Vice President and General Counsel, Equifax Inc., 1600 Peachtree
Street, N.W., Atlanta, Georgia 30309, telephone number (404) 885-8000.
THE COMPANY
The Company is a global leader in providing information, processing,
consulting and software solutions that facilitate and enhance buyer-seller
transactions worldwide. The Company serves businesses in the banking, finance,
retail, credit card, telecommunications, utilities and health care
administration industries.
The Company was incorporated under the laws of the State of Georgia in 1913
and is the successor to a business established in 1899. The address and
telephone number of its principal executive offices are 1600 Peachtree Street,
N.W., Atlanta, Georgia 30309, telephone number (404) 885-8000.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Common Stock
offered hereby; nor will such proceeds be available for the Company's use or
benefit.
SELLING SHAREHOLDERS
The following table sets forth (i) the name of each of the Selling
Shareholders, (ii) the number of shares of Common Stock beneficially owned by
each Selling Shareholder prior to the offering, (iii) the number of shares of
Common Stock being offered hereby by each Selling Shareholder, and (iii) the
number of shares of Common Stock beneficial owned by each Selling Shareholder
after completion of the offering:
Shares Beneficially Shares Beneficially
Name of Selling Shareholder Owned Prior to Offering Shares Being Offered /1/ Owned After Offering /1/
- ------------------------------------ --------------------------- ------------------------ ------------------------
David L. Peterson 126,379 126,379 0
Bobby G. Wetherington /2/ 139,995 139,995 0
TOTAL 266,374 266,374 0
/1/ Assumes all shares offered hereby have been sold. Because the Selling
Shareholders may sell all, some or none of their respective shares pursuant
to this Prospectus, no actual estimate can be made of the aggregate number
of shares that each Selling Shareholder will own upon completion of the
offering to which this Prospectus relates.
/2/ Includes 6,808 shares owned of record by Mr. Wetherington and 133,187 shares
owned of record by B.G. Wetherington Farms, L.P., of which Mr. Wetherington
is the general partner.
3
SALE OF SHARES
The sale of the Shares by the Selling Shareholders may be effected from
time to time (i) in transactions (which may include block sales) on the New York
Stock Exchange, (ii) in negotiated transactions (including sales pursuant to
pledges), or (iii) through a combination of such methods of sale, at fixed
prices, which may be changed, at market prices prevailing at the time of sale,
at prices related to such prevailing market prices, or at negotiated prices.
The Selling Shareholders may effect such transactions by selling the 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 the purchasers of the Shares for which such broker-dealers may act as
agents or to whom they sell as principals, or both (which compensation as to a
particular broker-dealer may be in excess of customary compensation). This
Prospectus also may be used, with the Company's prior written consent, by donees
of the Selling Shareholders, or by other persons acquiring Shares and who wish
to offer and sell such Shares under circumstances requiring or making desirable
its use and who have complied with the applicable requirements contained in the
Registration Agreement. To the extent required, the Company will file, during
any period in which offers for sale are being made, one or more supplements to
this Prospectus to set forth the names of such donees of Selling Shareholders
and any other material information with respect to the plan of distribution not
previously disclosed.
The Selling Shareholders and any broker-dealers who act in connection with
the sale of the Shares hereunder may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act, and any commissions received by
them and profit on any resale of the Shares as principals might be deemed to be
underwriting discounts and commissions under the Securities Act. Neither the
Company nor the Selling Shareholders can presently estimate the amount of such
compensation. The Company knows of no existing arrangements between any Selling
Shareholder and any other Selling Shareholder, underwriter, broker, dealer or
other agent relating to the sale or distribution of the Shares. The Company has
agreed to indemnify the Selling Shareholders against certain liabilities,
including liabilities under the Securities Act as underwriters or otherwise.
The Selling Shareholders may indemnify any broker, dealer, agent or underwriter
that participates in transactions involving sales of the Shares against certain
liabilities, including liabilities arising under the Securities Act.
Under applicable rules and regulations under the Exchange Act, any person
engaged in a distribution of any of the Shares may not simultaneously engage in
market activities with respect to the Common Stock for the applicable period
under Rule 10b-6 prior to the commencement of such distribution. In addition
and without limiting the foregoing, the Selling Shareholders will be subject to
applicable provisions of the Exchange Act and the rules and regulations
thereunder, including without limitation Rules 10b-5, 10b-6 and 10b-7, which
provisions may limit the timing of sales of any of the Shares by the Selling
Shareholders. All of the foregoing may affect the marketability of the Common
Stock.
The Company has agreed, among other things, to bear all expenses in
connection with the registration of the Shares being offered by the Selling
Shareholders.
In recognition of the fact that the Selling Shareholders, even though
acquiring the Shares with no view towards distribution, may wish to be legally
permitted to sell all or a portion of their Shares when they deem appropriate,
the Company has filed with the Commission a Registration Statement on Form S-3
under the Securities Act with respect to the resale of the Shares from time to
time on the New York Stock Exchange or in negotiated transactions, and has
agreed to prepare and file such amendments and supplements to the Registration
Statement as may be necessary to keep the Registration Statement effective until
all the Shares offered hereby have been sold pursuant thereto or until such
Shares are no longer, by reason of Rule 144(k) under the Securities Act or any
other rule of similar effect, required to be registered for the sale thereof by
the Selling Shareholders. This Prospectus forms a part of such Registration
Statement.
LEGAL OPINIONS
A legal opinion to the effect that the Shares offered hereby by the Selling
Shareholders are validly issued, fully paid and non-assessable has been rendered
by Hunton & Williams, Atlanta, Georgia.
4
EXPERTS
The consolidated financial statements and financial statement schedules
included in the Company's Annual Report on Form 10-K for the year ended December
31, 1996, incorporated by reference in this Prospectus, have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto, and are incorporated herein by reference in
reliance upon such reports given upon the authority of said firm as experts in
accounting and auditing.
5
______________________
NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFERING HEREIN CONTEMPLATED AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR THE SELLING SHAREHOLDERS. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, THE
SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT ANY INFORMATION CONTAINED
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
__________________________________
266,374 SHARES
EQUIFAX INC.
COMMON STOCK
__________________________________
TABLE OF CONTENTS
PAGE
----
AVAILABLE INFORMATION....................................................... 2
DOCUMENTS INCORPORATED BY REFERENCE......................................... 2
THE COMPANY................................................................. 3
USE OF PROCEEDS............................................................. 3
SELLING SHAREHOLDERS........................................................ 3
SALE OF SHARES.............................................................. 4
LEGAL OPINIONS.............................................................. 4
EXPERTS..................................................................... 5
___________________________
PROSPECTUS
December 22, 1997
6
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Registration fee to Securities and Exchange Commission................. $ 2,657
Accounting fees and expenses........................................... 2,000
Legal fees and expenses................................................ 5,000
Miscellaneous expenses................................................. 750
Total.................................................................. $10,407
======
The foregoing items, except for the registration fee to the Securities and
Exchange Commission, are estimated.
The Company has agreed to bear all expenses in connection with the
registration of the Shares being offered by the Selling Shareholders.
Item 15. 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.
II-1
Item 16. Exhibits
The following exhibits are filed as part of this Registration Statement:
Exhibit No. Description
- ----------- -----------
2 - Stock Exchange Agreement, dated December 18, 1997, among the
Company, Equifax Payment Services, Inc., Bobby G.
Wetherington, Goldleaf and the former shareholders of
Goldleaf.
4.(a) - See Articles II, III and IV of the Amended and Restated
Articles of Incorporation of the Company (Incorporated herein
by reference to Exhibit "B" to the Company's definitive Proxy
Statement for the 1996 Annual Meeting of Shareholders, filed
March 27, 1996 (File No. 1-6605)).
4.(b) - See Article I of the Bylaws of the Company (Incorporated
herein by reference to Exhibit 3.2 in the Company's Form 10-K
for the year ended December 31, 1996 (File No. 1-6605)).
4.(c) - Loan Agreement (Incorporated herein by reference to Exhibit
4.1 to the Company's Annual Report on Form 10-K for the year
ended December 31, 1995, as amended by Form 10-K/A filed
April 4, 1996 (File No. 1-6605)).
4.(d) - Portion of Prospectus and Trust Indenture (Incorporated
herein by reference to the Company's Registration Statement
on Form S-3 filed on June 17, 1993 (Reg. No. 33-62820)).
4.(e) - Rights Agreement (Incorporated herein by reference to Exhibit
99 to the Company's Form 8-A filed on November 2, 1995 (File
No. 1-6605)).
5 - Opinion of Hunton & Williams as to legality of the securities
being offered by the Selling Shareholders.
23.(a) - Consent of Hunton & Williams (included in their opinion filed
as Exhibit 5).
23.(b) - Consent of Arthur Andersen LLP
24 - Power of Attorney (included as part of signature pages to
this Registration Statement).
99.(a) - Registration Rights Agreement, dated December 18, 1997, among
the Company and the Selling Shareholders.
ITEM 17. UNDERTAKINGS.
(a) The Company 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
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
II-2
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 and 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 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.
(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 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 Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities and Exchange Act of
1934, as amended (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) The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report, to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Exchange Act; and, where
interim financial information required to be presented by Article 3 of
Regulation S-X is not set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
(d) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the provisions described under Item 15 above, or otherwise,
the Company has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act, and
is, therefore unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company 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 Company 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.
II-3
SIGNATURES
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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Atlanta, State of Georgia, on December 22, 1997.
EQUIFAX INC.
By: /s/ C. B. Rogers, Jr.
---------------------
Name: C. B. Rogers, Jr.
Title: Chairman of the Board
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints C.B.
Rogers, Jr. and David A. Post, and each of them, as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and resubstitution
in each of them, for him or her and in his or her name, place and stead, and in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement on Form S-3 of Equifax Inc., and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact and agents, or either of them, or their 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
Registration Statement has been signed below by the following persons in the
capacities indicated on the 22nd day of December, 1997.
Signature Title
- --------- -----
/s/ C. B. Rogers, Jr. Chairman of the Board
- --------------------------
C. B. Rogers, Jr.
/s/ Daniel W. McGlaughlin Vice Chairman, Chief Executive Officer and Director
- -------------------------- (principal executive officer)
Daniel W. McGlaughlin
/s/ Thomas F. Chapman President, Chief Operating Officer and Director
- --------------------------
Thomas F. Chapman
/s/ David A. Post Corporate Vice President and Chief Financial Officer
- -------------------------- (principal financial officer)
David A. Post
/s/ Philip J. Mazzilli Corporate Vice President, Treasurer and Controller
- -------------------------- (principal accounting officer)
Philip J. Mazzilli
[signatures continued on following page]
II-4
[signatures continued]
Signature Title
- --------- -----
Director
- --------------------------
Lee A. Ault, III
/s/ John L. Clendenin Director
- --------------------------
John L. Clendenin
Director
- --------------------------
A. William Dahlberg
Director
- --------------------------
Robert P. Forrestal
/s/ L. Phillip Humann Director
- --------------------------
L. Phillip Humann
/s/ Larry L. Prince Director
- --------------------------
Larry L. Prince
/s/ D. Raymond Riddle Director
- --------------------------
D. Raymond Riddle
Director
- --------------------------
Betty L. Siegel, Ph.D.
/s/ Louis W. Sullivan Director
- --------------------------
Louis W. Sullivan
II-5
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
2 Stock Exchange Agreement, dated December 18, 1997,
among the Company, Equifax Payment Services, Inc.,
Bobby G. Wetherington, Goldleaf and the former
shareholders of Goldleaf.
4.(a) See Articles II, III and IV of the Amended and
Restated Articles of Incorporation of the Company
(Incorporated herein by reference to Exhibit "B" to
the Company's definitive Proxy Statement for the 1996
Annual Meeting of Shareholders, filed March 27, 1996
(File No. 1-6605)).
4.(b) See Article I of the Bylaws of the Company
(Incorporated herein by reference to Exhibit 3.2 in
the Company's Form 10-K for the year ended December
31, 1996 (File No. 1-6605)).
4.(c) Loan Agreement (Incorporated herein by reference to
Exhibit 4.1 to the Company's Annual Report on Form
10-K for the year ended December 31, 1995, as amended
by Form 10-K/A filed April 4, 1996 (File No. 1-6605)).
4.(d) Portion of Prospectus and Trust Indenture
(Incorporated herein by reference to the Company's
Registration Statement on Form S-3 filed on June 17,
1993 (Reg. No. 33-62820)).
4.(e) Rights Agreement (Incorporated herein by reference to
Exhibit 99 to the Company's Form 8-A filed on
November 2, 1995 (File No. 1-6605)).
5 Opinion of Hunton & Williams as to legality of the
securities being offered by the Selling Shareholders.
23.(a) Consent of Hunton & Williams (included in their
opinion filed as Exhibit 5).
23.(b) Consent of Arthur Andersen LLP
24 Power of Attorney (included as part of signature
pages to this Registration Statement).
99.(a) Registration Rights Agreement, dated December 18,
1997, among the Company and the Selling Shareholders.