As filed with the Securities and Exchange Commission on May 16, 2003
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
FACTUAL DATA CORP.
| Colorado (State or other jurisdiction of incorporation or organization) | 75-1236955 (I.R.S. Employer Identification No.) |
5200 Hahns Peak Drive
Loveland, Colorado 80538
(970) 663-5700
(Address, including zip code, and telephone number, including
area code, of registrant’s principal executive offices)
1999 EMPLOYEE FORMULA AWARD STOCK OPTION PLAN
Copies of communications to:
Samuel E. Wing, Esq.
David A. Thayer, Esq.
Jones & Keller, P.C.
1625 Broadway, Suite 1600
Denver, Colorado 80202
(303) 573-1600
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
| Title of each | Proposed maximum | Proposed maximum | ||||||||||||||
| class of Securities | Amount to | offering price | Aggregate | Amount of | ||||||||||||
| to be registered | be registered | per share | Offering price | Registration fee | ||||||||||||
Common Stock | 600,000 | $ | 11.71 | $ | 7,026,000 | $ | 569 | (1) | ||||||||
| (1) | Calculated in accordance with Rule 457(h) under the Securities Act of 1933, as amended. |
| Item 8. Exhibits. | ||||||||
| SIGNATURES | ||||||||
| EXHIBIT INDEX | ||||||||
| EX-5.1 Opinion/Consent of Jones & Keller P.C. | ||||||||
| EX-23.1 Consent of BDO Seidman LLP | ||||||||
| EX-23.2 Consent of Ehrhardt Keffe Steiner Hottman | ||||||||
Pursuant to General Instruction E of Form S-8, Factual Data Corp. hereby registers an additional 600,000 shares of its Common Stock issuable pursuant to its 1999 Employee Formula Award Stock Option Plan and hereby incorporates by reference the contents of its Registration Statement on Form S-8 as filed with the Securities and Exchange Commission on December 14, 1999 (#333-92693).
Item 8. Exhibits.
The following documents are filed as a part of this registration statement.
| Exhibit | ||
| Number | Description | |
| 4.1 | Factual Data Corp. 1999 Employee Stock Purchase Plan.1 | |
| 4.2 | Factual Data Corp. 1999 Employee Formula Award Stock Option Plan.1 | |
| 5 | Opinion of Jones & Keller, P.C. regarding legality of securities.1 | |
| 5.1 | Opinion of Jones & Keller, P.C. regarding legality of additional securities.2 | |
| 23.1 | Consent of BDO Seidman LLP2 | |
| 23.2 | Consent of Ehrhardt Keefe Steiner & Hottman, P.C.2 | |
| 23.3 | Consent of Jones & Keller, P.C. (included in their opinions filed as Exhibits 5 and 5.1). |
| 1 Filed with the Registration Statement on Form S-8 filed on December 14, 1999 (registration number 333-92693) and incorporated herein by reference. | ||
| 2 Filed herewith. |
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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 on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Loveland, State of Colorado, on May 14, 2003.
| FACTUAL DATA CORP. | ||
| By: /s/ Jerald H. Donnan | ||
| Jerald H. Donnan, 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 and on the dates indicated.
| Signature | Title | Date | ||
| By: /s/ Jerald H. Donnan Jerald H. Donnan | Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer) | May 14, 2003 | ||
| By: /s/ Todd A. Neiberger Todd A. Neiberger | Chief Financial Officer and a Director (Principal Financial and Accounting Officer) | May 14, 2003 | ||
| By: /s/ James N. Donnan James N. Donnan | President and a Director | May 14, 2003 | ||
| By: /s/ Robert J. Terry Robert J. Terry | Director | May 14, 2003 | ||
| By: /s/ Abdul H. Rajput Abdul H. Rajput | Director | May 14, 2003 | ||
| By: /s/ J. Barton Goodwin J. Barton Goodwin | Director | May 14, 2003 | ||
| By: Daniel G. Helle | Director |
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EXHIBIT INDEX
| Exhibit | ||
| Number | Description | |
| 4.1 | Factual Data Corp. 1999 Employee Stock Purchase Plan.1 | |
| 4.2 | Factual Data Corp. 1999 Employee Formula Award Stock Option Plan.1 | |
| 5 | Opinion of Jones & Keller, P.C. regarding legality of securities.1 | |
| 5.1 | Opinion of Jones & Keller, P.C. regarding legality of additional securities.2 | |
| 23.1 | Consent of BDO Seidman LLP2 | |
| 23.2 | Consent of Ehrhardt Keefe Steiner & Hottman, P.C.2 | |
| 23.3 | Consent of Jones & Keller, P.C. (included in their opinions filed as Exhibit 5 and 5.1). | |
| 1 Filed with the Registration Statement on Form S-8 filed on December 14, 1999 (registration number 333-92693) and incorporated herein by reference. | ||
| 2 Filed herewith. |
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