As filed with the Securities and Exchange Commission on December 10, 1999
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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FACTUAL DATA CORP.
(Exact name of registrant as specified in its charter)
Colorado 75-1236955
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) 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)
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1999 EMPLOYEE STOCK PURCHASE PLAN
1999 EMPLOYEE FORMULA AWARD STOCK OPTION PLAN
(Full title of the plan)
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Copies of communications to:
Samuel E. Wing, 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)
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CALCULATION OF REGISTRATION FEE
Title of each class of Amount to Proposed maximum Proposed maximum Amount of
securities to be be offering price aggregate registration
registered registered per share offering price fee
- ----------------------- ---------- ----------------- ----------------- ------------
Common Stock 175,000 $7.13 $1,247,750 $329.41(1)
(1) Calculated in accordance with Rule 457(c) under the Securities Act of
1933, as amended.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Note: The documents containing the 1999 Employee Stock Purchase Plan and
the 1999 Employee Formula Award Stock Option Plan required by Item 1 of Form S-8
will be sent or given to the pertinent individual(s) as specified by Rule 428
under the Securities Act of 1933, as amended (the "Securities Act"). In
accordance with Rule 428 and the requirements of Part I of Form S-8, such
documents are not being filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as prospectuses
or prospectus supplements pursuant to Rule 424 under the Securities Act. The
Registrant shall maintain a file of such documents in accordance with the
provisions of Rule 428. Upon request, the Registrant shall furnish to the
Commission or its staff a copy or copies of all of the documents included in
such file.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file with the
SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington,
D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the
public reference room. Our SEC filings are also available to the public at the
SEC's web site at
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this Prospectus, and information that we file later
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings we
will made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended. This Prospectus is part of a
Registration Statement we filed with the SEC. The documents we incorporate by
reference are:
A. our Annual Report on Form 10-KSB for the Fiscal Year Ended December 31,
1998;
B. our Quarterly Report on Form 10-QSB for the quarter ended September 30,
1999;
C. the description of our Common Stock which is contained in Items 1 and 2
of our Registration Statement on Form 8-A filed pursuant to Section 12 of the
Exchange Act on May 5, 1998.
D. all documents we file pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Exchange Act after the date of this Prospectus and prior to the termination
of the offering of the shares offered hereby.
The Company will provide without charge to each person to whom a copy of
this Prospectus has been delivered, on the written or oral request of such
person, a copy of any or all of the documents referred to above which have been
or may be incorporated in this Prospectus by reference, other than exhibits to
such documents, and any or all other documents required to be delivered to
employees of the Company pursuant to Rule 428(b) under the Securities Act.
Written requests or requests by telephone for such copies, or additional
information about the Plan and its administrator, should be directed to Jeff
Koenig, Factual Data Corp., 5200 Hahns Peak Drive, Loveland, Colorado 80538,
(970) 663-5700.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Our Bylaws requires us to indemnify, to the fullest extent authorized by
applicable law, any person who is or is threatened to be made a party to any
civil, criminal, administrative, investigative, or other action or proceeding
instituted or threatened by reason of the fact that he is or was our director or
officer or is or was serving at our request as a director of officer of another
corporation, partnership, joint venture, trust or other enterprise.
Our Articles of Incorporation provides that, to the fullest extent
permitted by Colorado law, our directors and officers shall not be liable to us
or any of our shareholders for damages caused by a breach of fiduciary duty by
such director or officers.
Sections 7-109-102 and 103 of the Colorado Business Corporation Act
("CBCA") authorize the indemnification of directors and officers against
liability incurred by reason of being a director or officer and against expenses
(including attorney's fees) judgments, fines and amounts paid in settlement and
reasonably incurred in connection with any action seeking to establish such
liability, in the case of third-party claims, if the officer or director acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and in the case of actions by or in the
right of the corporation, if the officer or director acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interest of
the corporation and if such officer or director shall not have been adjudged
liable to the corporation, unless a court otherwise determines. Indemnification
is also authorized with respect to any criminal action or proceeding where the
officer or director also had no reasonable cause to believe his conduct was
unlawful.
We have entered into indemnification agreements with our executive officers
and directors which provide for certain defense costs and reimbursements.
The above discussion of our Articles of Incorporation, bylaws, the CBCA
and the indemnification agreements is only a summary and is qualified in its
entirety by the full text of each of the foregoing.
The Company also carries a Directors' and Officers' Liability Insurance
policy for its executive officers and directors.
Item 7. Exemption from Registration Claimed.
Not applicable.
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.
4.2 Factual Data Corp. 1999 Employee Formula Award Stock Option Plan.
5 Opinion of Jones & Keller, P.C. regarding legality of securities.
23.1 Consent of Ehrhardt Keefe Steiner & Hottman PC.
23.2 Consent of Jones & Keller, P.C. (included in their opinion filed as
Exhibit 5).
24 Power of Attorney (see signature page of this Registration
Statement).
Item 9. Undertakings.
A. The undersigned Registrant hereby undertakes:
B.
(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
the registration statement or any material change to such information in the
registration statement;
(2) that, for the purpose of determining any liability under the Securities
Act of 1933, as amended (the "Securities 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.
C. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the 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.
D. Insofar as indemnification for liabilities arising under the Securities
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 Securities 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 of whether such indemnification by it is against
public policy as expressed in the Securities 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 Loveland, State of Colorado, on November 30, 1999.
FACTUAL DATA CORP.
By: /s/Jerald H. Donnan
Jerald H. Donnan, President
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Jerald
H. Donnan and Todd A. Neiberger, jointly and severally, as attorneys-in-fact,
each with the power of substitution for him or her in any and all capacities, to
sign any amendment to this Registration Statement and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting to said attorneys-in-fact, 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 he or she might or could do in person hereby ratifying
and confirming all that said attorneys-in-fact or any of them, or their or his
or her 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 below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
By: /s/ Jerald H. Donnan Chairman of the November 30,
Jerald H. Donnan Board of Directors, 1999
President and Chief
Executive Officer
(Principal Executive
Officer)
By: /s/ Todd A. Neiberger Chief Financial November 30,
Todd A. Neiberger Officer and a 1999
Director (Principal
Financial and
Accounting Officer)
By: /s/ James N. Donnan Vice President and a November 30,
James N. Donnan Director 1999
By: /s/ Robert J. Terry Director November 30,
Robert J. Terry 1999
By: /s/ Abdul H. Rajput Director November 30,
Abdul H. Rajput 1999
By: /s/ Daniel G. Helle Director November 30,
Daniel G. Helle 1999
By: /s/ J. Barton Goodwin Director November 30,
1999
INDEX TO EXHIBITS
Exhibit
Number Description
4.1 Factual Data Corp. 1999 Employee Stock Purchase Plan.
4.2 Factual Data Corp. 1999 Employee Formula Award Stock Option Plan.
5 Opinion of Jones & Keller, P.C. regarding legality of securities.
23.1 Consent of Ehrhardt Keefe Steiner & Hottman PC.
23.2 Consent of Jones & Keller, P.C. (included in their opinion
filed as Exhibit 5).
24 Power of Attorney (see signature page of this Registration
Statement).