As filed with the Securities and Exchange Commission on February 8, 2019
Registration No. 333-46732
Registration No. 333-46826
Registration No. 333-85972
Registration No. 333-145191
Registration No. 333-161058
Registration No. 333-189289
Registration No. 333-204810
Registration No. 333-214380
Registration No. 333-224740
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-8 REGISTRATION STATEMENT NO. 333-46732
FORM S-8 REGISTRATION STATEMENT NO. 333-46826
FORM S-8 REGISTRATION STATEMENT NO. 333-85972
FORM S-8 REGISTRATION STATEMENT NO. 333-145191
FORM S-8 REGISTRATION STATEMENT NO. 333-161058
FORM S-8 REGISTRATION STATEMENT NO. 333-189289
FORM S-8 REGISTRATION STATEMENT NO. 333-204810
FORM S-8 REGISTRATION STATEMENT NO. 333-214380
FORM S-8 REGISTRATION STATEMENT NO. 333-224740
UNDER
THE SECURITIES ACT OF 1933
The Dun & Bradstreet Corporation
(Exact name of registrant as specified in its charter)
|
Delaware |
|
1-15967 |
|
22-3725387 |
|
(State or other Jurisdiction of Incorporation |
|
(Commission File Number) |
|
(I.R.S. Employer Identification Number) |
103 JFK Parkway
Short Hills, NJ 07078
(973) 921-5500
(Address, including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
2000 Dun & Bradstreet Corporation Replacement Plan for Certain Directors Holding Dun & Bradstreet Corporation Equity-Based Awards
2000 Dun & Bradstreet Corporation Replacement Plan for Certain Employees Holding Dun & Bradstreet Corporation Equity-Based Awards
Profit Participation Plan of the Dun & Bradstreet Corporation
The Dun & Bradstreet Corporation Key Employees’ Nonqualified Deferred Compensation Plan
2000 Dun & Bradstreet Corporation Non-Employee Directors’ Stock Incentive Plan
The Dun & Bradstreet Corporation 2009 Stock Incentive Plan
The Dun & Bradstreet Corporation 2015 Employee Stock Purchase Plan
The Dun & Bradstreet Corporation 2018 Non-Employee Directors Equity Incentive Plan
(Full title of the plan)
Colleen Haley
Secretary
The Dun & Bradstreet Corporation
103 JFK Parkway
Short Hills, NJ 07078
(973) 921-5500
(Name, Address, and Telephone Number, Including Area Code, of Agent for Service)
with copies to:
Kathleen M. Emberger
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, NY 10006
(212) 225-2000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act
|
Large accelerated filer x |
Accelerated filer o |
|
Non-accelerated filer o |
Smaller reporting company o |
|
|
Emerging growth company o |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o
DEREGISTRATION OF SECURITIES
The Dun & Bradstreet Corporation, a Delaware corporation (the “Registrant”), is filing this post-effective amendment (this “Post-Effective Amendment”) to the following registration statements on Form S-8 (the “Registration Statements”):
|
Registration No. |
|
Date Filed |
|
Name of Equity Plan or Agreement |
|
Number of Registrant’s |
| |
|
333-46732 |
|
9/27/00 |
|
2000 Dun & Bradstreet Corporation Replacement Plan for Certain Directors Holding Dun & Bradstreet Corporation Equity-Based Awards; 2000 Dun & Bradstreet Corporation Replacement Plan for Certain Employees Holding Dun & Bradstreet Corporation Equity-Based Awards |
|
9,325,400 |
| |
|
333-46826 |
|
9/28/00 |
|
Profit Participation Plan of the Dun & Bradstreet Corporation |
|
3,000,000 |
| |
|
333-85972 |
|
4/09/02 |
|
The Dun & Bradstreet Corporation Key Employees’ Nonqualified Deferred Compensation Plan |
|
$ |
7,000,000 |
|
|
333-145191 |
|
8/7/07 |
|
2000 Dun & Bradstreet Corporation Non-Employee Directors’ Stock Incentive Plan |
|
700,000 |
| |
|
333-161058 |
|
8/05/09 |
|
The Dun & Bradstreet Corporation 2009 Stock Incentive Plan |
|
5,400,000 |
| |
|
333-189289 |
|
6/13/13 |
|
The Dun & Bradstreet Corporation Key Employees’ Nonqualified Deferred Compensation Plan |
|
$ |
30,000,000 |
|
|
333-204810 |
|
6/09/15 |
|
The Dun & Bradstreet Corporation 2015 Employee Stock Purchase Plan |
|
1,000,000 |
| |
|
333-214380 |
|
11/02/16 |
|
The Dun & Bradstreet Corporation 2015 Employee Stock Purchase Plan |
|
273,310 |
| |
|
333-224740 |
|
5/08/18 |
|
The Dun & Bradstreet Corporation 2018 Non-Employee Directors Equity Incentive Plan; The Dun & Bradstreet 2009 Stock Incentive Plan |
|
1,283,539 |
| |
Pursuant to the Agreement and Plan of Merger, dated as of August 8, 2018, by and among the Registrant, Star Parent, L.P., a Delaware limited partnership (“Parent”) and Star Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Merger Sub was merged with and into the Registrant (the “Merger”), with the Registrant continuing as the surviving company in the Merger as a wholly-owned subsidiary of Parent.. The Merger became effective on February 8, 2019. At the effective time of the Merger, the issued and outstanding Shares (other than shares owned by Parent, Merger Sub, the Registrant or any other direct or indirect wholly owned subsidiary of Parent or the Registrant, including treasury shares), were canceled and converted into the right to receive $145.00 in cash, without interest and subject to any applicable withholding taxes.
As a result of the Merger, the Registrant has terminated the offering of its securities pursuant to the Registration Statements. The Registrant, by filing this Post-Effective Amendment, hereby terminates the effectiveness of the Registration Statements and removes from registration any and all Shares, unsecured deferred compensation obligations and other securities registered but unsold or otherwise unissued under the Registration Statements as of the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Short Hills, State of New Jersey, on this day of February 8, 2019. No other person is required to sign this Post-Effective Amendments in reliance upon Rule 478 under the Securities Act of 1933, as amended.
|
|
The Dun & Bradstreet Corporation | |
|
|
| |
|
|
| |
|
|
By: |
/s/ Colleen Haley |
|
|
|
Secretary |