S-8 1 g01170sv8.htm CHOICEPOINT INC. CHOICEPOINT INC.
 

As filed with the Securities and Exchange Commission on May 1, 2006   Registration No. 333 -                     
 
 
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
CHOICEPOINT INC.
(Exact name of registrant as specified in its charter)
     
GEORGIA   58-2309650
(State or other jurisdiction of   (I.R.S. Employer Identification No.)
incorporation or organization)    
1000 Alderman Drive
Alpharetta, Georgia 30005
(Address of Principal Executive Offices) (Zip Code)
 
CHOICEPOINT INC. 2006 OMNIBUS INCENTIVE PLAN
(Full title of the plan)
 
J. Michael de Janes, Esq.
1000 Alderman Drive
Alpharetta, Georgia 30005
(Name and address of agent for service)
(770) 752-6000
(Telephone number, including area code, of agent for service)
With a copy to:
James H. Landon, Esq.
Jones Day
1420 Peachtree St., N.E.
Atlanta, Georgia 30309-3035
(404) 521-3939
CALCULATION OF REGISTRATION FEE
                                             
 
        Amount to be     Proposed maximum offering     Proposed maximum     Amount of  
  Title of securities to be registered     registered (1)     price per share (2)     aggregate offering price (2)     registration fee (3)  
 
Common Stock, $.10 par value
       1,500,000       $ 43.53       $ 65,295,000.00       $ 6,987.00    
 
     (1) In addition to the shares of Common Stock set forth in the table, the amount to be registered includes an indeterminate number of shares issuable upon adjustment due to stock splits, stock dividends and anti-dilution provisions, and other adjustment provisions as provided in the ChoicePoint Inc. 2006 Omnibus Incentive Plan (the “Plan”).
     (2) The registration fee with respect to the shares of Common Stock was calculated pursuant to Rule 457(c) and (h) under the Securities Act of 1933. The registration fee is based on the average of the reported high and low sales prices of ChoicePoint Inc. Common Stock on the New York Stock Exchange on April 26, 2006, a date within five business days of the date of this registration statement.
     (3) The registration fee is calculated by multiplying the product of the proposed maximum offering price per share and the number of shares to be registered by .000107.
 
 

 

 

EXPLANATORY NOTE
     In accordance with the Note to Part 1 of Form S-8, the information specified in Part 1 of Form S-8 has been omitted from this Registration Statement.

 

 

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
     The following documents filed by ChoicePoint Inc. (the “Company”) (file no. 001-13069) with the Securities and Exchange Commission (the “Commission”) are hereby incorporated by reference into this registration statement and made a part hereof:
  (a)   The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005, dated and filed with the Commission on March 14, 2006;
 
  (b)   All other reports filed with the Commission pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since December 31, 2005; and
 
  (c)   The description of the Company’s common stock in the Company’s registration statement on Form 8-A, filed with the Commission on July 21, 1997, as amended.
     All documents subsequently filed by the Company 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 modified 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.
Item 4. Description of Securities.
     Inapplicable.
Item 5. Interests of Named Experts and Counsel.
     Inapplicable.
Item 6. Indemnification of Directors and Officers.
     The Georgia Business Corporation Code (the “GBCC”) provides that a company may indemnify an individual who was or is a party to a proceeding because he or she is or was a director or officer against liability incurred in the proceeding if he acted in a manner he believed in good faith to be in or not opposed to the best interest of the company, and, in the case of any criminal proceeding, he had no reasonable cause to believe his conduct unlawful. The termination of a proceeding by judgment, order, settlement, conviction, or a plea of nolo contendere or its equivalent is not, of itself, determinative that the director or officer did not meet the standard of conduct set forth in the GBCC. However, no indemnification shall be made of an officer or director in connection with a proceeding by or in the right of the company in which the director or officer was adjudged liable to the company or in connection with any other proceeding in which he was adjudged liable on the basis that personal benefit was improperly received by him. Indemnification in connection with a proceeding by or in the right of the company is limited to reasonable expenses incurred in connection with the proceeding. The GBCC further provides that a company shall not indemnify an officer or director unless authorized in the specific case upon a determination that indemnification of the director or officer is permissible in the circumstances because he has met the applicable standard of conduct set forth above and prescribes the persons who may make such determination.

 

 

     Article VI of the Company’s Articles of Incorporation provides for indemnification of the officers and directors of the Company to the fullest extent permitted by the GBCC. Such indemnification is not exclusive of any additional indemnification that the Company’s Board of Directors may deem advisable or of any rights to which those indemnified may otherwise be entitled. The Articles of Incorporation provide that the Board of Directors may determine from time to time whether and to what extent to maintain insurance providing indemnification for officers and directors, and such insurance need to be limited to the Company’s power of indemnification under the GBCC. The Company’s Amended and Restated Bylaws (the “Bylaws”) permit the Company to purchase and maintain insurance on behalf of its directors, officers, employees and agents, or to those persons who serve at the Company’s request as a director, officer, partner, trustee, employee or agent of another entity, whether or not the Company could indemnify or advance expenses to such person under Article VI of the Bylaws or the GBCC. The Company maintains insurance on behalf of its officers and directors against liability asserted against or incurred by such person in such capacity, or arising out of such person’s status as such. Article V of the Bylaws generally provides that the Company shall indemnify a director or officer except for a director or officer who is adjudged liable to the Company or is subject to injunctive relief in favor of the Company for (i) any appropriation, in violation of his or her duties, of any business opportunity of the Company; (ii) acts or omissions which involve intentional misconduct or a knowing violation of law; (iii) the types of liability for unlawful distributions set forth in Section 14-2-832 of the GBCC; or (iv) any transaction from which he or she received an improper personal benefit. The Bylaws obligate the Company, under certain circumstances, to advance expenses to its officers and directors or are parties to an action, suit or proceeding for which indemnification may be sought. The Bylaws permit, but do not require, the Company to advance expenses to its employees or agents who are not officers or directors to the same extent and subject to the same conditions that a corporation could, without shareholder approval under Section 14-2-856 of the GBCC, indemnify and advance expenses to a director. Article V of the Company’s Articles of Incorporation provides that no director shall be liable to the Company or to its shareholders for monetary damages for any action taken, or any failure to take action, including without limitation, for breach of duty of care or other duty as a director, except that there shall be no elimination or limitation of liability for any conduct described in clauses (i) through (iv) above.
Item 7. Exemption from Registration Claimed.
     Inapplicable.
Item 8. Exhibits.
     
Exhibit No.   Description
4.1
  ChoicePoint Inc. 2006 Omnibus Incentive Plan (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Commission on March 27, 2006).
 
    
*4.2
  First Amendment to the ChoicePoint Inc. 2006 Omnibus Incentive Plan.
 
    
*5
  Opinion of Jones Day regarding validity.
 
    
*23.1
  Consent of Jones Day (included in Exhibit 5).
 
    
*23.2
  Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.
 
    
*24
  Power of Attorney (included as part of signature page).
 
*   filed herewith

 

 

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, as amended (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;
 
  (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 the undertakings set forth in 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 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 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 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 Company’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 described under Item 6 above, 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 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.

 

 

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-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Alpharetta, State of Georgia, on this 25th day of April, 2006.
         
  CHOICEPOINT INC.
 		  
  By:   /s/ DEREK V. SMITH    
    Derek V. Smith
Chairman and Chief Executive Officer 		  
 
     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 below on the 25th day of April, 2006. Each person whose signature appears below constitutes and appoints Derek V. Smith and J. Michael de Janes, and either of them, as 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, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement on Form S-8 and to cause the same to be filed, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby granting to said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing whatsoever 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 acts and things that said attorneys-in-fact and agents, or either of them or their substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
       
Signature   Title  
/s/ DEREK V. SMITH
  Chairman, Chief Executive Officer and Director  
 
Derek V. Smith
   (Principal Executive Officer)  
 
      
/s/ DOUGLAS C. CURLING
  President, Chief Operating Officer and Director  
 
Douglas C. Curling
     
 
      
/s/ DAVID E. TRINE
  Chief Financial Officer (Principal Financial and  
 
David E. Trine
   Accounting Officer)  
 
      
/s/ E. RENAE CONLEY
  Director  
 
E. Renae Conley
     
 
      
/s/ DR. JOHN J. HAMRE
  Director  
 
Dr. John J. Hamre
     
 
      
/s/ KENNETH G. LANGONE
  Director  
 
Kenneth G. Langone
     
 
      
/s/ JOHN B. McCOY
  Director  
 
John B. McCoy
     
 
      
/s/ TERRENCE MURRAY
  Director  
 
Terrence Murray
     
 
      
/s/ RAY M. ROBINSON
  Director  
 
Ray M. Robinson
     
 
      
/s/ CHARLES I. STORY
  Director  
 
Charles I. Story
     
 
      
/s/ M. ANNE SZOSTAK
  Director  
 
M. Anne Szostak
     

 

 

EXHIBIT INDEX
     
Exhibit No.   Description
4.1
  ChoicePoint Inc. 2006 Omnibus Incentive Plan (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Commission on March 27, 2006).
 
    
*4.2
  First Amendment to the ChoicePoint Inc. 2006 Omnibus Incentive Plan.
 
    
*5
  Opinion of Jones Day regarding validity.
 
    
*23.1
  Consent of Jones Day (included in Exhibit 5).
 
    
*23.2
  Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.
 
    
*24
  Power of Attorney (included as part of signature page).
 
*   filed herewith