-----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, LR7ChztRstwQW9bgGHdFydUhYdDY59UZnuQ1rNkF/KiTKv/S7UIXersUcaAlWhft wevsfhmXfN5T6O2RNnZowg== 0000950103-01-501237.txt : 20010726 0000950103-01-501237.hdr.sgml : 20010726 ACCESSION NUMBER: 0000950103-01-501237 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010725 EFFECTIVENESS DATE: 20010725 FILER: COMPANY DATA: COMPANY CONFORMED NAME: R H DONNELLEY CORP CENTRAL INDEX KEY: 0000030419 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING [7310] IRS NUMBER: 132740040 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: SEC FILE NUMBER: 333-75543 FILM NUMBER: 1689021 BUSINESS ADDRESS: STREET 1: ONE MANHATTANVILLE ROAD CITY: PURCHASE STATE: NY ZIP: 10577 BUSINESS PHONE: 9149336800 MAIL ADDRESS: STREET 1: ONE MANHATTANVILLE ROAD CITY: PURCHASE STATE: NY ZIP: 10577 FORMER COMPANY: FORMER CONFORMED NAME: DUN & BRADSTREET CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: DUN & BRADSTREET COMPANIES INC DATE OF NAME CHANGE: 19790429 S-8 POS 1 jul1701_75543.txt As filed with the Securities and Exchange Commission on July 25, 2001 Registration No. 333-75543 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- Post-Effective Amendment No. 1 to FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------------------- R.H. DONNELLEY CORPORATION (Exact name of issuer as specified in its charter) (Formerly named The Dun & Bradstreet Corporation) Delaware 2741 13-2740040 (State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer of incorporation or organization) Classification Code Number) Identification No.)
One Manhattanville Road Purchase, New York 10577 (914) 933-6400 (Address of principal executive offices) ----------------------- R.H. DONNELLEY CORPORATION 1998 PARTNERSHARE PLAN (Full title of the plan) ----------------------- Robert J. Bush, Esq. Vice President, General Counsel and Corporate Secretary R.H. Donnelley Corporation One Manhattanville Road Purchase, New York 10577 (Name and address of agent for service) Telephone number, including area code, of agent for service: (914) 933-6400 This Registration Statement Includes a Total of 8 Pages. Exhibit Index on Page 8. ================================================================================ EXPLANATORY NOTE This Post-Effective Amendment No. 1 is being filed in connection with the Registration Statement on Form S-8 (Registration No. 333-75543), filed by R.H. Donnelley Corporation, formerly The Dun & Bradstreet Corporation (the "Registrant"), on April 1, 1999 to register shares of the Registrant's Common Stock, par value of $1.00 per share, for issuance pursuant to the R.H. Donnelley 1998 PartnerShare Plan (the "1998 Plan"), and such indeterminate number of additional shares which may have been offered or issued pursuant to the 1998 Plan to prevent dilution resulting from stock splits, stock dividends or similar transactions. With respect to shares that have been issued or are subject to issuance upon the exercise of outstanding awards granted under the 1998 Plan, this Post-Effective Amendment No.1 is hereby filed to include rights to purchase the Registrant's Series B Participating Cumulative Preferred Stock, issuable pursuant to the Rights Agreement dated as of October 27, 1998 between the Registrant and the Bank of New York, as successor to First Chicago Trust Company of New York, as Rights Agent, as may be amended from time to time. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Not required to be included in this Registration Statement pursuant to the introductory note to Part I of Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents filed with the Commission pursuant to the Securities and Exchange Act of 1934, as amended (the "1934 Act"), (Commission 1934 Act File Number 001-07155) are incorporated by reference herein: (1) Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2000. (2) Registrant's Current Report on Form 8-K dated January 11, 2001. (3) Registrant's Quarterly Report on Form 10-Q for the three months ended March 31, 2001. (4) All other reports filed with the Commission by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act subsequent to the date hereof (and prior to the filing of a post-effective amendment which indicates that all securities offered herein have been sold or which deregisters all securities then remaining unsold). (5) The description of the Registrant's Common Stock contained in the following documents: the Registrant's Registration Statement on Form S-3 (Registration No. 33-10462) dated November 28, 1986 and the Registrant's Registration Statement on Form 8-A filed on November 5, 1998 with respect to a rights plan adopted by the Registrant on October 27, 1998, in each case including any amendment thereto or report filed for the purpose of updating such description. Any statement contained herein or made 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 other subsequently filed document which is also incorporated or 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. 2 ITEM 4. DESCRIPTION OF SECURITIES Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL None. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Reference is made to Section 102(b)(7) of the Delaware General Corporation Law (the "DGCL"), which enables a corporation in its certificate of incorporation to eliminate or limit the personal liability of a director for violations of the director's fiduciary duty, except (i) for breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL (providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions) or (iv) for any transaction from which a director derived an improper personal benefit. The Registrant's certificate of incorporation eliminates the liability of directors to the fullest extent permitted by Delaware law. Reference is made to Section 145 of the DGCL, which provides that a corporation may indemnify directors and officers as well as other employees and agents against expenses (including attorney's fees), judgments, fines and amounts paid in settlement in connection with specified actions, suits or proceedings, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation (a "derivative action")) if they act in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. A similar standard is applicable in the case of derivative actions, except that indemnification only extends to expenses (including attorney's fees) incurred in connection with defense or settlement of such action, and the statute requires court approval before there can be indemnification that may be granted by a corporation's charter, bylaws, disinterested director vote, stockholder vote, agreement or otherwise. The Registrant's certificate of incorporation provides for indemnification of its directors, officers, employees and agents to the fullest extent permitted by Delaware law. In addition, the Registrant has purchased and maintains directors' and officers' liability insurance. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. ITEM 8. EXHIBITS EXHIBIT NUMBER EXHIBIT - ------- ------- 4.01................. Certificate of Incorporation of the Registrant (incorporated herein by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q for the three months ended March 31, 1999, Commission File No. 001-07155).* 4.02................. Amended and Restated Bylaws of the Registrant (incorporated herein by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q for the three months ended March 31, 1999, Commission File No. 001-07155).* 4.03................. Rights Agreement, dated as of October 27, 1998 between the Registrant and First Chicago Trust Company of New York, as rights agent, (incorporated by reference to Exhibit 4 to the Registration Statement on Form 8-A, filed with the Securities and Exchange Commission on November 5, 1998, Registration No. 001-07155).* 3 4.04................. Amendment No. 1 to Rights Agreement dated as of February 26, 2001 by and among the Registrant, First Chicago Trust Company of New York, as initial rights agent, and The Bank of New York, as successor rights agent, (incorporated by reference to Exhibit 4.5 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2000, Commission File No. 001-07155).* 5.01................. Opinion of Davis Polk & Wardwell (previously filed as Exhibit 5.01).+ 23.01................ Consent of Independent Public Accountants - PricewaterhouseCoopers LLP. 23.02................ Consent of Independent Public Accountants - PricewaterhouseCoopers LLP. 23.03................ Consent of Davis Polk & Wardwell (included in their opinion filed as Exhibit 5.01).+ 24.01................ Powers of Attorney (included on the signature page of this Registration Statement). 99.01................ R.H. Donnelley Corporation 1998 PartnerShare Plan (previously filed as Exhibit 99.01).+ - --------------- * Incorporated by reference. + Previously filed in the Registration Statement on Form S-8 with the Securities and Exchange Commission on April 1, 1999, Registration No. 333-75543.
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 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 purpose of determining any liability under the Securities Act of 1933, as amended (the "1933 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 1933 Act, each filing of the Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and where applicable, each filing of the 1998 Plan's annual report pursuant to Section 15(d) of the 1934 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. (c) Insofar as indemnification for liabilities arising under the 1933 Act may be permitted to directors, officers or controlling persons of the Registrant pursuant to the foregoing provisions, 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 1933 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 4 whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue. 5 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 Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (Registration No. 333-75543) to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Purchase, State of New York, on this 25th day of July, 2001. R.H. DONNELLEY CORPORATION By /s/ Robert J. Bush -------------------------------- Robert J. Bush Vice President, General Counsel and Corporate Secretary POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below, constitutes and appoints Frank R. Noonan, Philip C. Danford and Robert J. Bush and each of them, our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, to do any and all acts and things and execute, in the name of the undersigned, any and all instruments which said attorneys-in-fact and agents may deem necessary or advisable in order to enable R.H. Donnelley Corporation to comply with the Securities Act of 1933, as amended (the "1933 Act"), and any requirements of the Securities and Exchange Commission in respect thereof, in connection with the filing with the Securities and Exchange Commission of this Registration Statement on Form S-8 under the 1933 Act, including specifically but without limitation, power and authority to sign the name of the undersigned to such Registration Statement, and any amendments to such Registration Statement (including post-effective amendments), and to file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, to sign any and all applications, registration statements, notices or other documents necessary or advisable to comply with applicable state securities laws, and to file the same, together with other documents in connection therewith with the appropriate state securities authorities, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite or necessary to be done in and about the premises, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof. 6 PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATE INDICATED. SIGNATURE TITLE DATE - --------- ----- ---- /s/ Frank R. Noonan Chairman of the Board and Chief July 25, 2001 - ----------------------------- Executive Officer Frank R. Noonan /s/ Philip C. Danford Senior Vice President and Chief July 25, 2001 - ----------------------------- Financial Officer Philip C. Danford /s/ William C. Drexler Vice President and Controller July 25, 2001 - ----------------------------- William C. Drexler /s/ Diane P. Baker Director July 25, 2001 - ----------------------------- Diane P. Baker /s/ Kenneth G. Campbell Director July 25, 2001 - ----------------------------- Kenneth G. Campbell /s/ William G. Jacobi Director July 25, 2001 - ----------------------------- William G. Jacobi /s/ Robert Kamerschen Director July 25, 2001 - ----------------------------- Robert Kamerschen /s/ Peter J. McDonald Director July 25, 2001 - ----------------------------- Peter J. McDonald /s/ Carol J. Parry Director July 25, 2001 - ----------------------------- Carol J. Parry /s/ Barry Lawson Williams Director July 25, 2001 - ----------------------------- Barry Lawson Williams
7 INDEX TO EXHIBITS EXHIBIT NUMBER EXHIBIT 4.01 Certificate of Incorporation of the Registrant (incorporated herein by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q for the three months ended March 31, 1999, Commission File No. 001-07155).* 4.02 Amended and Restated Bylaws of the Registrant (incorporated herein by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q for the three months ended March 31, 1999, Commission File No. 001-07155).* 4.03 Rights Agreement, dated as of October 27, 1998 between the Registrant and First Chicago Trust Company of New York, as rights agent, (incorporated by reference to Exhibit 4 to the Registration Statement on Form 8-A, filed with the Securities and Exchange Commission on November 5, 1998, Registration No. 001-07155).* 4.04 Amendment No. 1 to Rights Agreement dated as of February 26, 2001 by and among the Registrant, First Chicago Trust Company of New York, as initial rights agent, and The Bank of New York, as successor rights agent, (incorporated by reference to Exhibit 4.5 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2000, Commission File No. 001-07155).* 5.01 Opinion of Davis Polk & Wardwell (previously filed as Exhibit 5.01).+ 23.01 Consent of Independent Public Accountants - PricewaterhouseCoopers LLP. 23.02 Consent of Independent Public Accountants - PricewaterhouseCoopers LLP. 23.03 Consent of Davis Polk & Wardwell (included in their opinion filed as Exhibit 5.01).+ 24.01 Powers of Attorney (included on the signature page of this Registration Statement). 99.01 R.H. Donnelley Corporation 1998 PartnerShare Plan (previously filed as Exhibit 99.01).+ - --------------- * Incorporated by reference. + Previously filed in the Registration Statement on Form S-8 with the Securities and Exchange Commission on April 1, 1999, Registration No. 333-75543. 8 EX-23.1 2 jul1701_75543ex2301.txt Exhibit 23.01 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 (No. 333-75543) of our report dated February 16, 2001 relating to the financial statements of R.H. Donnelley Corporation, which appears in R.H. Donnelley Corporation's Annual Report on Form 10-K for the year ended December 31, 2000. /s/ PricewaterhouseCoopers LLP - ------------------------------ PricewaterhouseCoopers LLP New York, New York July 25, 2001 EX-23.2 3 jul1701_75543ex2302.txt Exhibit 23.02 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 (No. 333-75543) of our report dated January 12, 2001 relating to the financial statements of the DonTech Partnership, which appears in R.H. Donnelley Corporation's Annual Report on Form 10-K for the year ended December 31, 2000. /s/ PricewaterhouseCoopers LLP - ------------------------------ PricewaterhouseCoopers LLP Chicago Illinois July 25, 2001 -----END PRIVACY-ENHANCED MESSAGE-----