View:
As filed with the Securities and Exchange Commission on January
26, 1996.
Registration No. 33 - _______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________________________
CUC INTERNATIONAL INC.
(Exact name of Registrant as Specified in its Charter)
Delaware 06-0918165
(State or Other Jurisdiction (I.R.S.Employer
of Incorporation or Organization) Identification No.)
707 Summer Street
Stamford, Connecticut 06901
(Address, including Zip Code, of Registrant's Principal
Executive Offices)
CUC International Inc. 1992 Employee Stock Option Plan
(Full Title of the Plan)
__________________________________
Cosmo Corigliano
CUC INTERNATIONAL INC.
707 Summer Street
Stamford, CT 06901
(203) 324-9261
(Name, Address, including zip code, and Telephone Number, including
A rea Code, of Agent for Service)
__________________________________
CALCULATION OF REGISTRATION FEE
Amount of Proposed Proposed
Title of Additional Maximum Maximum
Securities Securities Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share Price Fee
Common Stock 3,000,000 $33.875(1) $101,625,000(1) $35,043.10
$.01 par value
(1) Pursuant to Rule 457(c) under the Securities Act of
1933, as amended, the proposed maximum offering price and
the registration fee are based on the average of the high
and low prices per share of the Registrant's Common Stock
reported on the New York Stock Exchange Composite Tape on
January 22, 1996.
Note:The contents of the Registrant's earlier registration
statements on Form S-8, filed January 10, 1994, Registration
No. 33-74066, and April 27, 1995, Registration No. 33-91658,
with regard to the CUC International Inc. 1992 Employee
Stock Option Plan, are incorporated herein by reference.
Exhibits
4.1 CUC International Inc. 1992 Employee Stock Option Plan
4.2 Form of Stock Option Agreement*
5. Opinion of Amy N. Lipton, Esq. as to the legality of
the securities being registered
23.1 Consent of Ernst & Young LLP
23.2 Consent of Amy N. Lipton, Esq. (included in the opinion
filed as Exhibit 5 hereto)
24. Powers of Attorney of certain officers and directors of
the Registrant (included on the signature page of this
Registration Statement)
______________________________________
* Incorporated by reference to Exhibit 3.2 of the
Registrant's Registration Statement on Form S-8, filed
January 10, 1994, Registration No. 33-74066.
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 Stamford, State of Connecticut, on
this 26th day of January, 1996.
CUC INTERNATIONAL INC.
By: /s/ Walter A. Forbes
Walter A. Forbes
Chief Executive Officer and Chairman
of the Board of Directors
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints Walter
A. Forbes and E. Kirk Shelton, and each and either of them, his
true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all
amendments (including, without limitation, post-effective
amendments) to this Registration Statement, and to file the
same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents,
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 and about the premises, as fully to all intents and purposes
as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of
them, or their or his substitute or 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
/s/ Walter A. Forbes Chief Executive Officer January 26, 1996
Walter A. Forbes and Chairman of the Board
(Principal Executive Officer)
/s/ Cosmo Corigliano Senior Vice President January 26, 1996
Cosmo Corigliano Chief Financial Officer
and (Principal Financial
and Accounting Officer)
/s/ Bartlett Burnap Director January 26, 1996
Bartlett Burnap
/s/ T. Barnes Donnelley Director January 26, 1996
T. Barnes Donnelley
/s/ Stephen A Greyser Director January 26, 1996
Stephen A. Greyser
/s/ Christopher K. McLeod Director January 26, 1996
Christopher K. McLeod
/s/ Burton C. Perfit Director January 26, 1996
Burton C. Perfit
Robert P. Rittereiser Director
/s/ Stanley M. Rumbough, Jr. Director January 26, 1996
Stanley M. Rumbough, Jr.
/s/ E. Kirk Shelton Director January 26, 1996
E. Kirk Shelton
EXHIBIT INDEX
Exhibit Number Description Page
4.1 CUC International Inc. 1992
Employee Stock Option Plan 5
4.2 Form of Stock Option Agreement*
5 Opinion of Amy N. Lipton, Esq.
as to legality of the securities
being registered 12
23.1 Consent of Ernst & Young LLP 14
23.2 Consent of Amy N. Lipton, Esq.
(included in the opinion filed as
Exhibit 5 hereto)
24 Powers of Attorney of certain
officers and directors of the
Registrant (included on the
signature page of this Registration
Statement)______________________________________
* Incorporated by reference to Exhibit 3.2 of the Registrant's
Registration Statement on Form S-8, filed January 10, 1994,
Registration No. 33-74066.
AS AMENDED THROUGH DECEMBER 13, 1995
1992 EMPLOYEE STOCK OPTION PLAN
OF
CUC INTERNATIONAL INC.
1. PURPOSES OF THE PLAN. This stock option plan
(the "Plan") is designed to provide an incentive to key
employees of CUC International Inc., a Delaware
corporation (the "Company"), and its present and
future subsidiary corporations, as defined in
Paragraph 15 ("Subsidiaries"), and to offer an
additional inducement in obtaining the services of
such individuals. No grant hereunder shall be
made to any director, nor to any employee who the
Company determines is an "officer" within the
meaning of Section 16 of the Securities Exchange
Act of 1934, as amended, (the "1934 Act"), as
hereinafter defined. The Plan provides for the grant
of "incentive stock options," within the meaning of
Section 422A of the Internal Revenue Code of
1986, as amended (the "Code"), and "non-qualified
stock options."
2. STOCK SUBJECT TO THE PLAN. Options may be
granted under the Plan to purchase in the aggregate
not more than fifteen million five hundred twenty-
five thousand (15,525,000) shares of Common Stock,
$.01 par value per share, of the Company ("Common
Stock"), which shares may, in the discretion of
the Board of Directors, consist either in whole or
in part of authorized but unissued shares of Common
Stock or shares of Common Stock held in the treasury of
the Company. The Company shall at all times during the
term of the Plan reserve and keep available such
number of shares of Common Stock as will be
sufficient to satisfy the requirements of the
Plan. Subject to the provision of Paragraph 12, any
shares subject to an option which for any reason
expires, is cancelled or is terminated unexercised as
to such shares shall again become available for option
under the Plan.
3. ADMINISTRATION OF THE PLAN. The Plan shall be
administered by a Committee (the "Committee")
consisting of not less than three members of the Board
of Directors. A majority of the members shall
constitute a quorum, and the acts of a majority
of the members present at any meeting at which a
quorum is present, and any acts approved in writing by
all members without a meeting, shall be the acts
of the Committee. No member of the Committee at the
time he is a member of the Committee shall be
eligible to be allocated stock or to receive an
option or stock appreciation right (an "Allocation")
under the Plan or any other plan of the Company or
any Subsidiary, except for formula plans as defined
in Rule 16b-3(c)(2) or its successors under the 1934
Act and no individual may serve as a member of the
Committee if, within one year prior to the
commencement of such individual's proposed membership
on the Committee, he shall have been eligible to
receive an Allocation under the Plan or any other plan
of the Company or any Subsidiary.
Subject to the express provisions of the Plan, the
Committee shall have the authority, in its sole
discretion, to determine the individuals who shall
receive options; the times when they shall receive
them; whether an incentive and/or a non-qualified
stock option shall be granted; the number of shares
to be subject to each option; the term of each option;
the date each option shall become exercisable; whether
an option shall be exercisable in whole, in part or in
installments, and if in installments, the number of
shares to be subject to each installment; the date
each installment shall become exercisable and the term
of each installment; to accelerate the date of
exercise of any installment; whether shares may be
issued on exercise of an option as partly paid, and,
if so, the dates when future installments of the
exercise price shall become due and the amounts of
each installments; the exercise price; the form of
payment upon exercise; to require that the
individual remain employed in some capacity with the
Company or its Subsidiaries for a period of time
from and after the date the option is granted to
him; the amount necessary to satisfy the Company's
withholding obligation; to restrict the sale or other
disposition of the shares of Common Stock acquired
upon the exercise of an option and to waive any such
restriction; to construe the respective option
agreements and the Plan; to prescribe, amend and
rescind rules and regulations relating to the Plan;
to make all other determinations necessary or
advisable for administering the Plan; and, with
the consent of the optionee, to cancel or modify
an option, provided such option as modified does
not violate the terms of the Plan. The determinations
of the Committee on the matters referred to in this
Paragraph 3 shall be conclusive.
No member of the Committee shall be liable for
anything whatsoever in connection with the
administration of the Plan except such member's own
willful misconduct. Under no circumstances shall any
member of the Committee be liable for any act or
omission of any other member of the Committee.
In the performance of its functions with respect to
the Plan, the Committee shall be entitled to rely
upon information and advice furnished by the Company's
officers, the Company's accountants, the Company's
counsel and any other party the Committee deems
necessary and no member of the Committee shall be
liable for any action taken or not taken in reliance
upon any such advice.
4. ELIGIBILITY. The Committee may, consistent with
the purposes of the Plan, grant options from time
to time, within 10 years from the date of adoption of
the Plan by the Board of Directors, to key employees
of the Company or any of its Subsidiaries and
covering such number of shares of Common Stock as it
may determine; provided, however, that the aggregate
market value (determined at the time the stock option
is granted) of the shares for which any eligible
person may be granted incentive stock options under the
Plan or any other plan of the Company, or of a
Subsidiary of the Company which are exercisable for
the first time by such optionee during any calendar
year shall not exceed $100,000. Any option (or the
portion thereof) granted in excess of such amount
shall be treated as a non-qualified stock option.
5. EXERCISE PRICE. The exercise price of the shares
of Common Stock under each option shall be
determined by the Committee, but in no event shall such
purchase price be less than 100% of the fair market
value of the Common Stock on the date of grant;
provided, however, that if, at the time an option is
granted, the optionee owns (or is deemed to own)
stock possessing more than 10% of the total combined
voting power of all classes of stock of the Company
or of any of its Subsidiaries, the exercise price
shall not be less than 110% of the fair market value
of the Common Stock subject to the option at the time
of the granting of such option. The fair market
value of the Common Stock on any day shall be (a)
if the principal market for the Common Stock is a
national securities exchange, the closing sale price
of the Common Stock on such day as reported by such
exchange or on a consolidated tape reflecting
transactions on such exchange, (b) if the principal
market for the Common Stock is not a national
securities exchange and the Common Stock is quoted
on the National Association of Securities Dealers
Automated Quotations System ("NASDAQ"), and (i) if
the Common Stock is quoted on the NASDAQ National
Market System, the closing sale price of the Common
Stock on such day, or (ii) if the Common Stock is not
quoted on the NASDAQ National Market System, the
average between the highest bid and the lowest asked
prices for the Common Stock on such day on NASDAQ, or
(c) if the principal market for the Common Stock is
not a national securities exchange and the Common
Stock is not quoted on NASDAQ, the average between
the highest bid and lowest asked prices for the Common
Stock on such day as reported by National
Quotation Bureau,Incorporated; provided that if clauses
(a), (b) and (c) of this Paragraph are all
inapplicable, or if no trades have been made or no
quotes are available for such day, the fair market
value of the Common Stock shall be determined by the
Committee by any method consistent with
applicable regulations adopted by the Treasury
Department relating to stock options. The
determination of the Committee shall be conclusive in
determining the fair market value of the stock.
6. TERM OF OPTION. The term of each option granted
pursuant to the Plan shall be such term as is
established by the Committee, in its sole
discretion, at the time such option is granted;
provided, however, that the term of each
incentive stock option granted pursuant to the Plan
shall be for a period not exceeding 10 years from
the date of granting thereof, and further, provided,
that if, at the time an option is granted, the
optionee owns (or is deemed to own) stock possessing
more than 10% of the total combined voting power of all
classes of stock of the Company, or of any of its
Subsidiaries, the term of the incentive stock option
shall be for a period not exceeding five years.
Options shall be subject to earlier termination
as hereinafter provided.
7. EXERCISE OF OPTION. An option (or any part or
installment thereof) shall be exercised by giving
written notice to the Company at its principal
office (at present 707 Summer Street, Stamford,
Connecticut 06901), stating whether an incentive
stock option or a non-qualified stock option is being
exercised, specifying the number of shares as to which
such option is being exercised and accompanied by
payment in full of the aggregate exercise price
therefor (or the amount due on exercise if the
Stock Option Contract permits installment payments)
(i) in cash or by certified check, (ii) with
previously acquired shares of Common Stock having an
aggregate fair market value, on the date of
exercise, equal to the aggregate exercise price of all
options being exercised, or (iii) any combination
thereof.
The Company shall have the right to deduct and
withhold from any cash otherwise payable to an
optionee, or require that an optionee make
arrangements satisfactory to the Company for payment
of, such amounts as the Company shall determine for
the purpose of satisfying its liability to withhold
Federal, state or local income or FICA taxes
incurred by reason of the grant or exercise of an
option. Certificates representing the shares
purchased shall be issued as promptly as practicable,
provided that the Company may postpone issuing
certificates for such shares for such time as the
Company, in its sole discretion, may deem necessary
or desirable in order to enable it to comply with any
requirements of the Securities Act of 1933, as amended
("Securities Act"), the 1934 Act, any Rules or
Regulations of the Securities and Exchange Commission
promulgated under either of the foregoing acts, the
listing requirements of any securities exchange on
which the Company's Common Stock may now or hereafter
be listed, or any applicable laws of any jurisdiction
relating to the authorization, issuance or sale of
securities. The holder of an option shall not have the
rights of a stockholder with respect to the shares
covered by his option until the date of issuance of a
stock certificate to him for such shares; provided,
however, that until such stock certificate is
issued, any option holder using previously acquired
shares in payment of an option exercise price shall
have the rights of a shareholder with respect to such
previously acquired shares. In no case may a fraction
of a share by purchased or issued under the Plan.
8. TERMINATION OF EMPLOYMENT. Any optionee whose
employment with the Company (and its Subsidiaries) has
terminated for any reason other than death or
permanent and total disability (as defined in
Section 22(e) (3) of the Code) may exercise his
option, to the extent exercisable on the date of such
termination, at any time within four months after the
date of termination, but in no event after the
expiration of the term of the option. Options
granted to any employee under the Plan shall not be
affected by any changes in the status of an optionee
so long as he continues to be employed in some
capacity with the Company, or any of the Subsidiaries,
or a Constituent Corporation.
Nothing in the Plan or in any option granted under the
Plan shall confer on any individual any right to
continue in the employ of the Company or any of
its Subsidiaries, or interfere in any way with the
right of the Company or any of its Subsidiaries to
terminate the employee's employment at any time for
any reason whatsoever without liability to the Company
or any of its Subsidiaries.
9. DEATH OR DISABILITY OF AN OPTIONEE. If an
optionee dies while he is employed by the
Company or any of its Subsidiaries, or within three
months after the termination of his employment, or
if the optionee's employment has terminated by reason
of a permanent and total disability (as defined in
Section 22(e)(3) of the Code), options granted under
this Plan shall become immediately exercisable by his
executor, administrator or other person at the time
entitled by law to his rights under the option.
10. STOCK OPTION CONTRACTS. Each option shall be
evidenced by an appropriate Stock Option Contract, and
may contain such terms and conditions not
inconsistent herewith as may be determined by the
Committee, and which may provide, among other things,
(a) that in the event of the exercise of such option,
unless the shares of Common Stock received upon such
exercise shall have been registered under an
effective registration statement under the Securities
Act, such shares will be acquired for investment and
not with a view to distribution thereof, and that
such shares may not be sold except in compliance
with the applicable provisions of the Securities Act,
and (b) that in the event of any disposition of the
shares of Common Stock acquired upon the exercise of an
incentive stock option within two years from the date
of grant of the option or one year from the date of
issuance of such shares to him (a "Disqualifying
Disposition") the optionee will notify the Company
thereof in writing within 30 days after such
disposition, pay the Company, on demand, in cash an
amount necessary to satisfy its obligation, if any, to
withhold any Federal, state or local income taxes or
other taxes by reason of such Disqualifying Disposition
and provide the Company, on demand, with such
information as the Company shall reasonably request
to determine such obligation.
11. ADJUSTMENTS UPON CHANGES IN COMMON STOCK. The
number and kind of shares reserved for issuance
hereunder shall be equitably adjusted, in the
discretion of the Committee, in the event of a
stock split, stock dividend, recapitalization,
reorganization, merger, consolidation, extraordinary
dividend, split-up, spin-off, combination, stock
repurchase, exchange of shares, warrants or rights
offering to purchase stock at a price substantially
below fair market value or other similar corporate
event affecting the stock, in order to preserve the
benefits intended to be made available under the
Plan. In the event of any of the foregoing, the
number and kind of shares subject to any outstanding
option granted pursuant to the Plan and the
exercise price of any such option shall be
equitably adjusted (including by payment of cash to the
holder of such option) in the discretion of the
Committee in order to preserve the benefits or
potential benefits intended to be made available to
the holder of an option granted pursuant to the Plan.
The determination of the Committee as to what
adjustments shall be made, and the extent thereof,
shall be final. Unless otherwise determined by the
Committee, such adjustments shall be subject to the
same vesting schedule and restrictions to which the
underlying option is subject. No fractional shares of
Company Stock shall be reserved or authorized or made
subject to any outstanding option by any such
adjustment.
12. AMENDMENTS AND TERMINATION OF THE PLAN. The
Plan was adopted by the Board of Directors on August
28, 1992. No options may be granted under the
Plan after the tenth anniversary of that date. The
Board of Directors, without further approval of the
Company's stockholders, may at any time suspend or
terminate the Plan, in whole or in part, or amend it
from time to time in such respects as it may deem
advisable, including, without limitation, in order
that incentive stock options granted hereunder
meet the requirements for "incentive stock options"
under the Code, or any comparable provisions
thereafter enacted and conform to any change in
applicable law or to regulations or rulings of
administrative agencies. No termination, suspension
or amendment of the Plan shall, without the consent
of the holder of an existing option affected
thereby, adversely affect his rights under such
option.
13. NON-TRANSFERABILITY OF OPTIONS. No option granted
under the Plan shall be transferable otherwise than
by will or the laws of descent and distribution,
and options may be exercised, during the lifetime
of the holder thereof, only by him. Except to the
extent provided in Paragraph 9, options may not
be assigned, transferred, pledged, hypothecated or
disposed of in any way (whether by operation of law or
otherwise) and shall not be subject to execution,
attachment or similar process.
14. DESIGNATION OF BENEFICIARY. The optionee may
designate in writing on forms prescribed by and filed
with the Committee prior to the optionee's death a
beneficiary or beneficiaries to receive all or part of
the options to be delivered to the optionee under this
Plan in the event of the death of the optionee at
any time on forms prescribed by and filed with the
Committee. In the event of the optionee's death, the
options to be delivered to the optionee under this Plan
with respect to which a designation of a beneficiary
has been made (to the extent such designation
is valid and enforceable under applicable law) shall
be delivered, in accordance with the Plan, to the
designated beneficiary or beneficiaries. Any options
to be delivered as to which a designation has not
been made shall be delivered to the optionee's
estate. If there is any question as to the legal right
of any beneficiary to receive delivery of the Plan
pursuant to the Plan, the options (and shares issuable
upon the exercise thereof) may be delivered in
the sole discretion of the Committee to the estate of
the optionee, in which event neither the Company nor
any Subsidiary shall have any further liability to
anyone with respect to such options.
15. SUBSTITUTIONS AND ASSUMPTIONS OF OPTIONS OF
CERTAIN CONSTITUENT CORPORATIONS. Anything in this
Plan to the contrary notwithstanding, the Board
of Directors may, without further approval by the
stockholders, substitute new options for prior options
of a Constituent Corporation (as defined in Paragraph
15) or assume the prior options of such Constituent
Corporation.
16. DEFINITIONS.
(a) Subsidiary. The term "Subsidiary" shall have the
same definition as "subsidiary corporation" in
Section 425(f) of the Code.
(b) Parent. The term "Parent" shall have the same
definition as "parent corporation" in Section
425(e) of the Code.
(c) Constituent Corporation. The term "Constituent
Corporation" shall mean any corporation which
engages with the Company or any Subsidiary in a
transaction to which Section 425(a) of the Code
applies (or would apply if the option assumed
or substituted were an incentive stock
option), or any Parent or any Subsidiary of
such corporation.
17. STOCKHOLDERS' APPROVAL. The Company has
determined that stockholder approval is not required
in order to grant options under this Plan. In the
event that, in the future, the Company determines that
stockholder approval is required in order to grant
options under this Plan and thereafter seeks such
approval, if such approval is declined by the
stockholders, then any options granted hereunder
may be rescinded in whole or in part in the Company's
discretion.
18. GOVERNING LAW. The Plan and all rights hereunder
shall be construed in accordance with an governed by
the internal laws of the State of Delaware.
Exhibit 5
January 26, 1996
CUC International Inc.
707 Summer Street
Stamford, CT 06901
RE: Registration Statement on Form S-8
Gentlemen and Ladies:
I have examined the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by CUC International
Inc. (the "Company") with the Securities and Exchange
Commission in connection with the registration under the
Securities Act of 1933, as amended, of 3,000,000 additional
shares of common stock, par value $.01 per share, of the
Company ("Common Stock"), reserved for issuance under the
Company's 1992 Employee Stock Option Plan (the "Plan").
In connection with the foregoing, I have examined, among
other things, the Registration Statement, the Plan, and
originals or copies, satisfactory to me, of all such
corporate records and of all such agreements, certificates
and other documents as I have deemed relevant and necessary
as a basis for the opinion hereinafter expressed. In such
examination, I have assumed the genuineness of all
signatures, the authenticity of all documents submitted to
me as originals and the conformity with the original
documents of documents submitted to me as copies. As to
various facts material to such opinion, I have, to the
extent relevant facts were not independently established by
me, relied on certificates of public officials and
certificates and oaths and declarations of officers or other
representatives of the Company.
Based upon and subject to the foregoing, I am of the opinion
that:
1. The Company is a corporation duly organized and validly
existing under the laws of the State of Delaware; and
2. The 3,000,000 shares of the Company's Common Stock
being registered pursuant to the Registration Statement,
when issued pursuant to the provisions of the Plan and upon
payment of the purchase price therefor, will be duly
authorized, validly issued, fully paid and non-assessable.
I hereby consent to the filing of a copy of this opinion as
an exhibit to the Registration Statement and to the use of
my name wherever appearing in such Registration Statement,
including any amendment thereto.
Very truly yours,
Amy N. Lipton
Senior Vice President and
General Counsel
Exhibit 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the
Registration Statement (Form S-8) pertaining to the CUC
International Inc. 1992 Employee Stock Option Plan and in
the related Prospectus of our report dated March 21, 1995,
with respect to the consolidated financial statements and
schedule of CUC International Inc. included in its Annual
Report (Form 10-K) for the year ended January 31, 1995,
filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Stamford, Connecticut
January 26, 1996