UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
POST-EFFECTIVE AMENDMENT NO. 1
TO
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 incorporation or organization) | (I.R.S. Employer Identification No.) |
1000 Alderman Drive
Alpharetta, Georgia 30005
(770) 752-6000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
CHOICEPOINT INC. 2003 OMNIBUS INCENTIVE PLAN
(full title of plan)
Kenneth R. Thompson, II
General Counsel, Vice President and Secretary
ChoicePoint Inc.
1000 Alderman Drive
Alpharetta, Georgia 30005
(770) 752-6000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b2 of the Exchange Act.
| Large accelerated filer | x | Accelerated filer | ¨ | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
EXPLANATORY NOTE
On May 12, 2003, ChoicePoint Inc. (the “Company”) filed a registration statement on Form S-8 (Reg. No. 333-105174) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) registering the offer and sale of 3,500,000 shares of common stock, par value $0.10 per share, and Share Purchase Rights (such rights, together with such shares of the Company’s common stock, the “Shares”). This Post-Effective Amendment No. 1 is an amendment to the Registration Statement. On September 19, 2008 (the “Effective Time”), pursuant to the Agreement and Plan of Merger, dated as of February 20, 2008, by and among the Company, Reed Elsevier Group plc and Deuce Acquisition Inc. (“Merger Sub”), Merger Sub merged with and into the Company with the Company being the surviving corporation. All offerings under the Registration Statement have been terminated. In accordance with the undertakings made by the Company to remove from registration, by means of a post-effective amendment, any of the Shares registered under the Registration Statement that remain unsold at the termination of the offerings, the Company hereby removes from registration all such Shares.
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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Alpharetta, State of Georgia on the 22nd day of September 2008.
| CHOICEPOINT INC. | ||
| By: | /s/ Kenneth R. Thompson, II | |
| Name: | Kenneth R. Thompson, II | |
| Title: | General Counsel, Vice President and Secretary | |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities indicated on the 22nd day of September 2008.
Signature | Capacity | |||
/s/ James M. Peck | President, Chief Executive Officer and Director | |||
| James M. Peck | (Chief Executive Officer) | |||
/s/ Rick Trainor | Chief Operating Officer | |||
| Rick Trainor | ||||
/s/ Kim Riley | Principal Accounting Officer | |||
| Kim Riley | ||||
/s/ David Trine | Principal Financial Officer | |||
| David Trine | ||||
/s/ Kenneth E. Fogarty | Director | |||
| Kenneth E. Fogarty | ||||
/s/ Henry Z. Horbaczewski | Director | |||
| Henry Z. Horbaczewski | ||||
/s/ Kenneth R. Thompson, II | Director | |||
| Kenneth R. Thompson, II | ||||