-----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, TJMYVQV53fFQctjHzeeAOysQu8+++6+B78Yv5rr0gu+1AMcewQq0ryDbpEDPCcp8 84mcaYWFPRonggFMO4HMDA== 0000893750-97-000380.txt : 19971113 0000893750-97-000380.hdr.sgml : 19971113 ACCESSION NUMBER: 0000893750-97-000380 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971112 EFFECTIVENESS DATE: 19971112 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: SEC FILE NUMBER: 333-40079 FILM NUMBER: 97715189 BUSINESS ADDRESS: STREET 1: ONE DIAMOND HILL ROAD CITY: MURRAY HILL STATE: NJ ZIP: 07974 BUSINESS PHONE: 2032224200 MAIL ADDRESS: STREET 1: 1 DIAMOND HILL RD CITY: MURRAY HILL STATE: NJ ZIP: 07974 FORMER COMPANY: FORMER CONFORMED NAME: DUN & BRADSTREET COMPANIES INC DATE OF NAME CHANGE: 19790429 S-8 1 Registration No. 333- ============================================================================= 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 of (I.R.S. Employer Identification incorporation or organization) Number) The Dun & Bradstreet Corporation One Diamond Hill Road Murray Hill, NJ 07974 (Address, including zip code, of Registrant's principal executive office) 1996 THE DUN & BRADSTREET CORPORATION NON-EMPLOYEE DIRECTORS' STOCK INCENTIVE PLAN (Full title of the Plan) --------------- Nancy L. Henry, Esq. Senior Vice President and Chief Legal Counsel The Dun & Bradstreet Corporation One Diamond Hill Road Murray Hill, NJ 07974 (908) 665-5000 (Name, address, including zip code, and telephone number, including area code, of Registrant's agent for service) Copies to: Joel S. Hoffman, Esq. Simpson Thacher & Bartlett 425 Lexington Avenue New York, New York 10017-3954 (212) 455-2000 -------------- CALCULATION OF REGISTRATION FEE Proposed Proposed Maximum Maximum Amount to Offering Aggregate Amount of Title of Securities to be Price Per Offering Registration be Registered Registered Share Price Fee Common Stock, $1.00 par 200,000 $28.6875 $5,737.500 $1,739 value per share [FN] Pursuant to Rule 457(h)(1) under the Securities Act of 1933, the proposed maximum offering price per share, the proposed maximum aggregate offering price and the amount of registration fee have been computed on the basis of the average of the high and low closing prices of the Common Stock reported on the New York Stock Exchange Composite Tape on November 7, 1997. Includes Preferred Share Purchase Rights which, prior to the occurrence of certain events, will not be exercisable or evidenced separately from the Common Stock. ============================================================================= PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference The following documents filed by The Dun & Bradstreet Corporation (the "Company" or the "Registrant") with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act of 1934, as amended (the "Exchange Act"), are hereby incorporated by reference in this Registration Statement: (a) The Company's Annual Report on Form 10-K for the year ended December 31, 1996, as amended by Form 10-K/A-1 dated April 2, 1997 and Form 10-K/A-2 dated June 19, 1997. (b) The Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1997, June 30, 1997 and September 30, 1997. (c) The description of the Company's capital stock contained in the Company's Registration Statement on Form S-3 (Registration No. 33- 10462) filed on November 28, 1986. (d) The description of the Company's Preferred Share Purchase Rights contained in the Company's Registration Statement on Form 8-A (File No. 1-7155) filed on October 28, 1988. All documents filed by the Company pursuant to Section 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 indicating that all securities offered 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 part hereof from the date of 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 Registration Statement to the extent that a statement contained herein or in any subsequently filed document which 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 Registration Statement. Item 4. Description of Securities Not required. Item 5. Interests of Named Experts and Counsel None. Item 6. Indemnification of Directors and Officers Section 145 of the General Corporation Law of the State of Delaware (the "Delaware Law") empowers a Delaware corporation to indemnify any persons who are, or are threatened to be made, parties to any threatened, pending or completed legal action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was an officer, director, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The indemnity may include 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, provided that such officer, director, employee or agent acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation's best interests, and, for criminal proceedings, had no reasonable cause to believe his conduct was unlawful. A Delaware corporation may indemnify officers and directors in an action by or in the right of the corporation under the same conditions, except that no indemnification is permitted without judicial approval if the officer or director is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him against the expenses which such officer or director actually and reasonably incurred. The Company's Restated Certificate of Incorporation provides that the Company shall indemnify directors and officers made party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative to the fullest extent permitted by the laws of the State of Delaware. Such indemnification shall continue after an individual ceases to be an officer or director and shall inure to the benefit of the heirs, executors and administrators of such person. The Company's Restated Certificate of Incorporation also provides that a director of the Company shall not be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended. The indemnification rights conferred by the Restated Certificate of Incorporation of the Company are not exclusive of any other right to which a person seeking indemnification may otherwise be entitled. The Company will also provide liability insurance for the directors and officers for certain losses arising from claims or charges made against them while acting in their capacities as directors or officers. Item 7. Exemption from Registration Claimed Not applicable. Item 8. Exhibits The following exhibits are filed as part of this Registration Statement: 4.1 Restated Certificate of Incorporation of the Company 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). 4.2 By-Laws of the Company (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). 4.3 The Rights Agreement, dated as of October 19, 1988, between the Company and Morgan Shareholder Services Trust Company (attached as Exhibit 1 to the Company's Registration Statement on Form 8-A (File No. 1-7155) filed on October 28, 1988 and incorporated herein by reference). 5. Opinion of Nancy L. Henry, Senior Vice President and Chief Legal Counsel 23.1 Consent of Coopers & Lybrand L.L.P. 23.2 Consent of Nancy L. Henry, Senior Vice President and Chief Legal Counsel (included in Exhibit 5) 24 Power of Attorney Item 9. Undertakings 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 (the "Act"); (ii) to reflect in the prospectus any facts or events arising after the effective date of this 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 this Registration Statement (except to the extent the information required to be included by clauses (i) or (ii) is contained in periodic reports filed by the Company pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference into this Registration Statement); (iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement. (2) That, for the purposes of determining any liability under the 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. (4) That, for purposes of determining any liability under the Act, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is incorporated by reference in this 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. (5) Insofar as indemnification for liabilities arising under the 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 Commission such indemnification is against public policy as expressed in the 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 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 Murray Hill, State of New Jersey, on this 12th day of November, 1997. THE DUN & BRADSTREET CORPORATION (Registrant) By /s/ Nancy L. Henry Nancy L. Henry Senior Vice President and Chief Legal Counsel Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated. Signature Title Date Chairman, Chief Volney Taylor Executive Officer - -------------------------- and Director Volney Taylor (principal executive officer) Senior Vice President Frank S. Sowinski and Chief Financial - -------------------------- Officer (principal Frank S. Sowinski financial officer) Chester J. Geveda, Jr. Vice President- - -------------------------- Controller (principal Chester J. Geveda, Jr. accounting officer) *Hall Adams, Jr. - -------------------------- Director Hall Adams, Jr. *Clifford L. Alexander, Jr. - --------------------------- Director Clifford L. Alexander, Jr. *Mary Johnston Evans - --------------------------- Director Mary Johnston Evans Signature Title Date *Ronald L. Kuehn, Jr. - --------------------------- Director Ronald L. Kuehn, Jr. *Robert J. Lanigan - --------------------------- Director Robert J. Lanigan *Vernon R. Loucks Jr. - --------------------------- Director Vernon L. Loucks Jr. - --------------------------- Director Henry A. McKinnell *John R. Meyer - --------------------------- Director John R. Meyer *James R. Peterson - --------------------------- Director James R. Peterson *Michael R. Quinlan - --------------------------- Director Michael R. Quinlan November 12, 1997 *By /s/ Nancy L. Henry - --------------------------- Attorney-in-Fact INDEX TO EXHIBITS Exhibit Sequentially Number Description Numbered Page 4.1 Restated Certificate of Incorporation of the Company 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). 4.2 By-Laws of the Company (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). 4.3 The Rights Agreement, dated as of October 19, 1988, between the Company and Morgan Shareholder Services Trust Company (attached as Exhibit 1 to the Company's Registration Statement on Form 8-A (File No. 1-7155) filed on October 28, 1988 and incorporated herein by reference). 5. Opinion of Nancy L. Henry, Senior Vice President and Chief Legal Counsel 23.1 Consent of Coopers & Lybrand L.L.P. 23.2 Consent of Nancy L. Henry, Senior Vice President and Chief Legal Counsel (included in Exhibit 5) 24 Power of Attorney Exhibit 5 November 12, 1997 The Dun & Bradstreet Corporation One Diamond Hill Road Murray Hill, NJ 07974 Ladies & Gentlemen: I have acted as counsel to The Dun & Bradstreet Corporation, a Delaware corporation (the "Company"), in connection with the Registration Statement on Form S-8 (the "Registration Statement") which the Company intends to file with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), relating to 200,000 shares of the Company's common stock, par value $1.00 per share (the "Common Stock"), which may be issued to non-employee directors of the Company in accordance with the 1996 The Dun & Bradstreet Corporation Non-Employee Directors' Stock Incentive Plan (the "Plan"). I have examined a copy of the Registration Statement (including the exhibits thereto) and the related Prospectus (the "Prospectus"). In addition, I have examined, and have relied as to matters of fact upon, the originals or copies, certified or otherwise identified to my satisfaction, of such corporate records, agreements, documents and other instruments and such certificates or comparable documents of public officials and of officers and representatives of the Company, and have made such other and further investigations, as I have deemed relevant and necessary as a basis for the opinions hereinafter set forth. In such examination, I have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as certified or photostatic copies, and the authenticity of the originals of such latter documents. I hereby advise you that in my opinion shares of Common Stock issuable in accordance with the Plan when duly authorized and issued as contemplated by the Registration Statement, the Prospectus and the Plan will be validly issued, fully paid and non-assessable shares of Common Stock of the Company. I am a member of the Bar of the State of New York and I do not express any opinion herein concerning any law other than the law of the State of New York and the Delaware General Corporation Law. I hereby consent to the filing of this opinion letter as an Exhibit to the Registration Statement. Very truly yours, /s/ Nancy L. Henry NANCY L. HENRY Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this registration statement on Form S-8 of The Dun & Bradstreet Corporation ("D&B") of our reports dated February 26, 1997, on our audits of the consolidated financial statements and financial statement schedule, which are included or incorporated by reference in D&B's Annual Report on Form 10-K for the year ended December 31, 1996, as amended by Form 10-K/A-1 dated April 2, 1997 and Form 10-K/A-2 dated June 19, 1997. /s/ Coopers & Lybrand L.L.P. New York, New York November 12, 1997 Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors of The Dun & Bradstreet Corporation (the "Company") in their respective capacities set forth below constitutes and appoints Nancy L. Henry 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 or her and in his or her name, place and stead, in any and all capacities, to do any and all acts and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission thereunder in connection with the registration under such Act of shares of Common Stock of the Company ("Common Stock") to be issued to non-employee directors pursuant to the Company's 1996 The Dun & Bradstreet Corporation Non-Employee Directors' Stock Incentive Plan to the extent that any such registration may be required in the opinion of the executive officers of the Company, upon the advice of counsel, including without limitation, the power and authority to sign the name of the undersigned individual in the capacity indicated below opposite the name of such individual to the Registration Statement on Form S-8 or any Form relating to the registration of such Common Stock, to be filed with the Securities and Exchange Commission with respect to said Common Stock, to sign any and all amendments (including post-effective amendments) and supplements to such 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, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, or their substitutes, may lawfully do or cause to be done by virtue hereof. Signature Title Date /s/ Hall Adams, Jr. Director September 17, 1997 - ---------------------------- Hall Adams, Jr. /s/ Clifford L. Alexander, Jr. Director September 17, 1997 - ---------------------------- Clifford L. Alexander, Jr. /s/ Mary Johnston Evans Director September 17, 1997 - ---------------------------- Mary Johnston Evans Signature Title Date /s/ Ronald L. Kuehn, Jr. - ---------------------------- Director September 17, 1997 Ronald L. Kuehn, Jr. /s/ Robert J. Lanigan Director September 17, 1997 - ---------------------------- Robert J. Lanigan /s/ Vernon R. Loucks Jr. Director September 17, 1997 - ---------------------------- Vernon R. Loucks Jr. /s/ John R. Meyer Director September 17, 1997 - ---------------------------- John R. Meyer /s/ James R. Peterson Director September 17, 1997 - ---------------------------- James R. Peterson /s/ Michael R. Quinlan Director September 17, 1997 - ---------------------------- Michael R. Quinlan /s/ Volney Taylor Chairman, Chief September 17, 1997 - ---------------------------- Executive Officer Volney Taylor and Director (principal executive officer) -----END PRIVACY-ENHANCED MESSAGE-----