-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OyVu/ItnHuz381mJrbj1HJW9Z5b4K6NR2VwMTR/Uj3pndetU6P+nn9zVBQU3BeGY ZypTsDAz6qz75z8ByW4R7w== 0000030419-95-000014.txt : 19951120 0000030419-95-000014.hdr.sgml : 19951120 ACCESSION NUMBER: 0000030419-95-000014 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19951116 EFFECTIVENESS DATE: 19951205 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: DUN & BRADSTREET CORP CENTRAL INDEX KEY: 0000030419 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING, ACCOUNTING, RESEARCH, MANAGEMENT [8700] IRS NUMBER: 132740040 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-64317 FILM NUMBER: 95594136 BUSINESS ADDRESS: STREET 1: 187 DANBURY ROAD CITY: WILTON STATE: CT ZIP: 06897 BUSINESS PHONE: 2032224200 MAIL ADDRESS: STREET 1: 187 DANBURY ROAD STREET 2: 34TH FLOOR CITY: WILTON STATE: CT ZIP: 06897 FORMER COMPANY: FORMER CONFORMED NAME: DUN & BRADSTREET COMPANIES INC DATE OF NAME CHANGE: 19790429 S-8 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 THE DUN & BRADSTREET CORPORATION (Exact name of registrant as specified in its charter) Delaware 13-2740040 (State or other jurisdiction (I.R.S. Employer ) of incorporation or organization) Identification No.) 187 Danbury Road Wilton, Connecticut 06897 (Address of Principal Executive Offices and Zip Code) 1991 KEY EMPLOYEES STOCK OPTION PLAN FOR THE DUN & BRADSTREET CORPORATION AND SUBSIDIARIES (Full title of the plan) Earl H. Doppelt, Esq. Senior Vice President and General Counsel The Dun & Bradstreet Corporation 187 Danbury Road Wilton, Connecticut 06897 (Name and address of agent for service) (203) 834-4200 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
Title of securities Amount to be Proposed Proposed maximum Amount of to be registered registered maximum aggregate registration offering offering fee price per price unit Common Stock of 10,000,000 $61.69 (1) $ 616,900,000(1) $123,380 The Dun & Bradstreet shares Corporation, par value $1.00 per share (1) In accordance with Rule 457(h), this calculation is made solely for the purpose of calculating the amount of the registration fee and is based upon a per share price of $61.69, the average of the high and low prices on November 14, 1995.
Part II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT STATEMENT PURSUANT TO GENERAL INSTRUCTION E OF FORM S-8. - -------------------------------------------------------- Pursuant to General Instruction E of Form S-8, the registrant hereby incorporates by reference the contents of Registration No. 33-44551 into this registration statement. 2 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 Wilton, State of Connecticut, on November 15, 1995. THE DUN & BRADSTREET CORPORATION By Earl H. Doppelt Senior Vice President and General Counsel Powers of Attorney Each person whose signature appears below hereby constitutes and appoints Earl H. Doppelt and William H. Buchanan, Jr., and each of them, his or her true and lawful attorneys- in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, 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 each of the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any 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 by the following persons in the capacities indicated on November 15, 1995. Signature Title Robert E. Weissman Chairman, Chief Executive Officer (Principal Executive Officer) and Director 3 Nicholas L. Trivisonno Executive Vice President- Finance and Chief Financial Officer (Principal Financial Officer) Thomas W. Young Senior Vice President and Controller (Principal Accounting Officer) Hall Adams, Jr. Director Clifford L. Alexander, Jr. Director Mary Johnston Evans Director Robert J. Lanigan Director Vernon R. Loucks, Jr. Director John R. Meyer Director James R. Peterson Director M. Bernard Puckett Director Michael R. Quinlan Director Volney Taylor Director 4 INDEX TO EXHIBITS Exhibit Page No. No. (4) Instruments Defining the Rights of Security Holders, Including Indentures. (a) Restated Certificate of Incorporation of the registrant dated June 15, 1988 (incorporated herein by reference to Exhibit 4(a) to Registration No. 33-25774 on Form S-8 filed November 25, 1988). (b) By-Laws of the registrant (incorporated herein by reference to Exhibit E to the registrant's Annual Report on Form 10-K for the year ended December 31, 1993 (File No. 1-7155) filed March 25, 1994). (c) Rights Agreement relating to the Preferred Stock Purchase Rights (incorporated herein by reference to Exhibit 1 to the registrant's Registration Statement on Form 8-A (File No. 1-7155) filed October 28, 1988). (5) Opinion Re Legality Not applicable (15) Letter Re Unaudited Interim Financial Information Not applicable (23) Consents of Experts and Counsel Consent of Independent Accountants dated 7 November 16, 1995 (24) Powers of Attorney Contained in, and incorporated herein by reference to, pages 3 and 4 of this registration statement. (25) Statement of Eligibility of Trustee Not applicable (27) Financial Data Schedule Not applicable 5 (28) Information from Reports Furnished to State Insurance Regulatory Authorities Not applicable (99) Additional Exhibits None 6 EXHIBIT 23 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS We consent to the incorporation by reference in this registration statement on Form S-8 for the 1991 Key Employees Stock Option Plan for The Dun & Bradstreet Corporation and Subsidiaries of our reports dated January 25, 1995 on our audits of the consolidated financial statements and financial statement schedules of The Dun & Bradstreet Corporation as of December 31, 1994 and 1993, and for the years ended December 31, 1994, 1993, and 1992, which reports are incorporated by reference or included in the Company's Form 10-K for the year ended December 31, 1994. Coopers & Lybrand L.L.P. Stamford, Connecticut November 16, 1995 7
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