UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 17, 2008
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 No.) |
| 103 JFK Parkway, Short Hills, NJ | 07078 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (973) 921-5500
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
| Page | ||
| Item 8.01. Other Events |
1 | |
| Item 9.01 Financial Statements and Exhibits |
1 | |
| SIGNATURES |
2 | |
| EXHIBIT INDEX |
3 |
PURPOSE OF FILING
The purpose of this filing is to report to you that we have executed an amendment to one of our material agreements with Computer Sciences Corporation which, among other things, decreased our projected annual charges beginning in 2008 by approximately $10 million as compared to 2007 levels, increased certain of the services level agreements that CSC is required to provide under our Technology Services Agreement and added additional security services to be performed by CSC.
(i)
Item 8.01. Other Events
In June 2002, we outsourced certain technology functions to Computer Sciences Corporation (“CSC”) under a 10 year Technology Services Agreement (the “TSA”), which we may terminate for a fee at any time and under certain conditions. Under the terms of the TSA, CSC is responsible for the data center operations, technology help desk, network management functions and for certain application development and maintenance in the U.S. and the U.K.
On March 17, 2008, we executed an amendment (the “Amendment”) to the TSA which, among other things, decreased our projected annual charges beginning in 2008 by approximately $10 million as compared to 2007 levels, increased certain of the services level agreements that CSC is required to provide under the TSA and added additional security services to be performed by CSC. Our renegotiation of the TSA is one component of our 2008 Financial Flexibility Program and is reflected in our 2008 financial guidance as previously reported on January 30, 2008.
A copy of the Amendment is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated in this Item 8.01 by reference.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit |
Description | |
| 99.1 | Amendment Number 11 to Technology Services Agreement, dated March 17, 2008, by and between Dun & Bradstreet, Inc. and Computer Sciences Corporation. | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| The Dun & Bradstreet Corporation | ||
| By: | /s/ Jeffrey S. Hurwitz | |
| Jeffrey S. Hurwitz | ||
| Senior Vice President, General | ||
| Counsel and Corporate Secretary | ||
DATE: March 17, 2008
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EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Amendment Number 11 to Technology Services Agreement, dated March 17, 2008, by and between Dun & Bradstreet, Inc. and Computer Sciences Corporation. |
The following amended exhibits to Amendment Number 11 have been omitted for purposes of this filing, but will be furnished supplementally to the Securities and Exchange Commission upon request:
| Exhibit | Content | |
| Exhibit B-1 |
Service Level Metrics | |
| Exhibit B-2 |
Point of Entry Customer Service Levels | |
| Exhibit B-3 |
Mainframe Subsystem Service Levels | |
| Exhibit B-4 |
Critical Processing Jobs | |
| Exhibit B-5 |
Print and Fulfillment Jobs | |
| Exhibit B-6 |
Disaster Recovery | |
| Exhibit C-2 |
Resource Baselines | |
| Exhibit C-3 |
Annual Services Charge | |
| Exhibit C-4 |
ARC/RRC Rates | |
| Exhibit C-5 |
T&M Rates | |
| Exhibit C-12 |
Midrange Class Definitions | |
| Exhibit C-22 |
Midrange Standard Server Configurations |
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