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As filed with the Securities and Exchange
Commission on May 19, 2000 Registration No. 333-____________
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UNITED STATES
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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CHOICEPOINT INC.
(Exact name of issuer as specified in its charter)
Georgia 58-2309650
(State or other jurisdiction of (I.R.S. Employee Identification No.)
incorporation or organization)
1000 Alderman Drive 30005
Alpharetta, Georgia (Zip Code)
(Address of principal executive offices)
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DBT ONLINE, INC. AMENDED AND RESTATED STOCK OPTION PLAN
(Full title of the plan)
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J. Michael de Janes, Esq.
1000 Alderman Drive
Alpharetta, Georgia 30005
(Name and address of agent for service)
(770) 752-6000
(Telephone number, including area code, of agent for service)
With a copy to:
Lisa A. Stater, Esq.
Jones, Day, Reavis & Pogue
3500 SunTrust Plaza
303 Peachtree Street, N.E.
Atlanta, Georgia 30308-3242
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CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of securities Amount to be Offering price aggregate Amount of
to be registered Registered per share(1) offering price(1) registration fee (3)
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Common Stock, $.10 par value, 1,775,423 shares (2) $39.3256 $69,819,575 $18,432
and Share Purchase Rights (4)
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(1) Estimated solely for the purpose of computing the registration
fee. This amount was determined in accordance with Rule 457(h), under the
Securities Act of 1933. The shares to be registered are subject to outstanding
options, so the offering price is based on the weighted average exercise price
of those options.
(2) In addition to the shares set forth in the table, the amount
to be registered includes an indeterminate number of shares issuable upon
adjustment due to stock splits, stock dividends and anti-dilution provisions,
and other adjustment provisions as provided in the DBT Online, Inc. Amended and
Restated Stock Option Plan.
(3) The registration fee is calculated by multiplying the product
of the proposed maximum offering price per share and the number of shares to be
registered by .000264.
(4) The Share Purchase Rights, which are attached to the shares of
common stock being registered, will be issued for no additional consideration;
no additional registration fee is required.
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EXPLANATORY NOTE
In accordance with the Note to Part I of Form S-8, the information specified in
Part I of Form S-8 has been omitted from this Registration Statement.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by ChoicePoint (the "Company") (File No.
1-13069) with the Securities and Exchange Commission (the "Commission") are
incorporated herein by reference and made a part hereof:
(a) The Annual Report of the Company on Form 10-K for the year
ended December 31, 1999, filed on March 10, 2000;
(b) All other reports filed with the Commission pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
as amended, since December 31, 1999; and
(c) The description of the common stock in the Company's
registration statement on Form 8-A, filed with the Commission
on July 21, 1997, as amended.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and to be made a part
hereof from the respective dates of filing such documents. Any statement
contained in any document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of the
registration statement to the extent that a statement contained herein or in any
other subsequently filed document that is also incorporated or deemed to be
incorporated herein by reference 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 the prospectus or the registration
statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Georgia Business Corporation Code (the "GBBC") provides that a
corporation may indemnify an individual who is a party to a proceeding because
he or she is or was a director against liability incurred in the proceeding if
such individual conducted himself or herself in good faith and reasonably
believed that (i) in the case of conduct in his or her official capacity, such
conduct was in the best interests of the corporation; (ii) in all other cases,
such conduct was at least not opposed to the best interests of the corporation;
and (iii) in the case of any criminal proceeding, the individual had no
reasonable cause to believe that such conduct was unlawful. A corporation may
not indemnify a director in connection with (i) a proceeding by or in the right
of the corporation, except for reasonable expenses incurred in connection with
the proceeding if it is determined that the director met the relevant standard
of conduct under the GBCC; or (ii) any proceeding with respect to conduct for
which he or she was adjudged liable on the basis that a personal benefit was
improperly received by him or her, whether or not involving action in his or her
official capacity. A corporation may indemnify and advance expenses to an
officer of the corporation who is a party to a proceeding because he or she is
an officer or the corporation (i) to the same extent as a director; and (ii) if
he or she is not a director, to such further extent as may be provided by the
Articles of Incorporation, the Bylaws, a resolution of the board of directors or
contract, except for liability arising out of conduct that constitutes (i) an
appropriation, in violation of his or her duties, of any business opportunity of
the corporation; (ii) acts or omissions which involve intentional misconduct or
a knowing violation of law; (iii) the types
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of liability for unlawful distributions as set forth in Section 14-2-832 of the
GBCC; or (iv) the receipt of an improper personal benefit.
Article VI of the Company's Articles of Incorporation provides for
indemnification of the officers and directors of the Company to the fullest
extent permitted by the GBBC. Such indemnification is not exclusive of any
additional indemnification that the Company's Board of Directors may deem
advisable or of any rights to which those indemnified may otherwise be entitled.
The Articles of Incorporation provide that the Board of Directors may determine
from time to time whether and to what extent to maintain insurance providing
indemnification for officers and directors, and such insurance need to be
limited to the Company's power of indemnification under the GBCC. The Company's
Bylaws permit the Company to purchase and maintain insurance on behalf of its
directors, officers, employees and agents, or to those persons who serve at the
Company's request as a director, officer, partner, trustee, employee or agent of
another entity, whether or not the Company could indemnify or advance expenses
to such person under Article VI of the Company's Bylaws or the GBCC. The Company
maintains insurance on behalf of its officers and directors against liability
asserted against or incurred by such person in such capacity, or arising out of
such person's status as such. Article V of the Company's Bylaws generally
provides that the Company shall indemnify a director or officer except for a
director or officer who is adjudged liable to the Company or is subject to
injunctive relief in favor of the Company for (i) any appropriation, in
violation of his or her duties, of any business opportunity of the Company; (ii)
acts or omissions which involve intentional misconduct or a knowing violation of
law; (iii) the types of liability for unlawful distributions set forth in
Section 14-2-832 of the GBCC; or (iv) any transaction from which he or she
received an improper personal benefit. The Company's Bylaws obligate the
Company, under certain circumstances, to advance expenses to its officers and
directors who are parties to an action, suit or proceeding for which
indemnification may be sought. The Company's Bylaws permit, but do not require,
the Company to advance expenses to its employees or agents who are not officers
or directors to the same extent and subject to the same conditions that a
corporation could, without shareholder approval under Section 14-2-856 of the
GBCC, indemnify and advance expenses to a director. Article V of the Company's
Articles of Incorporation provides that no director shall be liable to the
Company or to its shareholders for monetary damages for any action taken, or any
failure to take action, including without limitation, for breach of duty of care
or other duty as a director, except that there shall be no elimination or
limitation of liability for any conduct described in clauses (i) through (iv).
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Description
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4.1 DBT Online, Inc. Amended and Restated Stock Option Plan (filed as Exhibit
99.1 to the Form S-8 (File No. 333-41313) of DBT Online, Inc., filed with
the Commission on December 2, 1997).
*4.2 Amendment 2000-1 to the DBT Online, Inc. Amended and Restated Stock Option
Plan.
*5 Opinion of Jones, Day, Reavis & Pogue.
23.1 Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5).
*23.2 Consent of Arthur Andersen LLP, independent public accountants.
*23.3 Consent of Deloitte & Touche LLP, independent public accountants.
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*23.4 Consent of Corbin & Wertz, independent public accountants.
24 Power of Attorney (included in the signature page of this registration
statement).
*filed herewith
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 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, 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 Securities Act
or 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) 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; and
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 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 Securities Act of
1933 and will be governed by the final adjudication of such
issue.
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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 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Atlanta, State of Georgia, on the 18th day of May
2000.
CHOICEPOINT INC.
By: /s/ DEREK V. SMITH
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Derek V. Smith
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Derek V. Smith and J. Michael de
Janes, and either of them, as 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, and in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this registration
statement on Form S-8 and to cause the same to be filed, with all exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby granting to said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing whatsoever 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 acts and things that said attorneys-in-fact
and agents, or either of them or their substitutes or substitute, 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 by the following persons in the
capacities and on the dates indicated:
Signature Title Date
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Chairman of the Board, President, Chief
/s/ DEREK V. SMITH Executive Officer and Director (Principal May 18, 2000
- ----------------------------- Executive Officer)
Derek V. Smith
/s/ DOUGLAS C. CURLING Chief Operating Officer and Director May 18, 2000
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Douglas C. Curling
Senior Vice President - Chief Financial Officer May 18, 2000
/s/ MICHAEL S. WOOD (Principal Financial and Accounting Officer)
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Michael S. Wood
/s/ RON D. BARBARO Director May 18, 2000
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Ron D. Barbaro
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Signature Title Date
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- ------------------------------------ Director
C. Garry Betty
- ------------------------------------ Director
Frank Borman
/s/ JAMES M. DENNY
- ------------------------------------ Director May 18, 2000
James M. Denny
- ------------------------------------ Director
Kenneth G. Langone
- ------------------------------------ Director
Bernard Marcus
/s/ C.B. ROGERS, JR. Director May 18, 2000
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C. B. Rogers, Jr.
/s/ CHARLES I. STORY Director May 18, 2000
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Charles I. Story
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EXHIBIT INDEX
Exhibit
Number Description
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4.1 DBT Online, Inc. Amended and Restated Stock Option Plan (filed as Exhibit 99.1 to the
Form S-8 (File No. 353-41313) of DBT Online, Inc., filed with the Commission on December 2, 1997).
* 4.2 Amendment 2000-1 to the DBT Online, Inc. Amended and Restated Stock Option Plan.
* 5 Opinion of Jones, Day, Reavis & Pogue.
23.1 Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5).
* 23.2 Consent of Arthur Andersen LLP, independent public accountant.
* 23.3 Consent of Deloitte & Touche LLP, independent public accountant.
* 23.4 Consent of Corbin R. Wertz, independent public accountant.
24 Power of Attorney (included in the signature page of this registration statement).
* filed herewith