View:
As filed with the Securities and Exchange Commission
on September 19, 1995.
Registration No.33-75684
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
FORM S-8 POS
POST EFFECTIVE AMENDMENT NO. 1 TO
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. 1994 Employee Stock Purchase
Plan (Full Title of the Plan)
_______________________________________
Cosmo Corigliano
CUC INTERNATIONAL INC.
707 Summer Street
Stamford, Connecticut 06901
(203) 324-9261
(Name, Address, including zip code, and Telephone
Number, including Area Code, of Agent for Service)
_______________________________________
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
4.1 CUC International Inc. 1994 Employee Stock Purchase Plan
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 Post-Effective
Amendment to its Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized,
in the City of Stamford, State of Connecticut, on this
18th day of September, 1995.
CUC INTERNATIONAL INC.
By: /s/Walter A. Forbes
Walter A. Forbes
Chief Executive Officer
and Chairman of the
Board of Directors
Pursuant to the requirements of the Securities Act of
1933, this Post-Effective Amendment to a 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 September 18, 1995
Walter A. Forbes Officer and Chairman
of the Board
(Principal Executive
Officer)
/s/Cosmo Corigliano Senior Vice President September 18, 1995
Cosmo Corigliano and Chief Financial
Officer (Principal
Financial and
Accounting Officer)
/s/Bartlett Burnap Director September 18, 1995
Bartlett Burnap
/s/T. Barnes Donnelley Director September 18, 1995
T. Barnes Donnelley
/s/Stephen A. Greyser Director September 18, 1995
Stephen A. Greyser
/s/Christopher K. McLeod Director September 18, 1995
Christopher K. McLeod
/s/Burton C. Perfit Director September 18, 1995
Burton C. Perfit
/s/Robert P. Rittereiser Director September 18, 1995
Robert P. Rittereiser
/s/Stanley M. Rumbough, Jr. Director September 18, 1995
Stanley M. Rumbough, Jr.
/s/E. Kirk Shelton Director September 18, 1995
E. Kirk Shelton
EXHIBIT INDEX
Exhibit Number Description Page
4.1 CUC International Inc. 1994 Employee Stock
Purchase Plan 5
This document constitutes part of a prospectus covering
securities that have been registered under
the Securities Act of 1933, as amended.
CUC INTERNATIONAL INC. 1994 EMPLOYEE STOCK PURCHASE
PLAN DESCRIPTION OF THE PLAN
General
The Board of Directors of CUC International Inc., a
Delaware corporation (the "Company"), adopted the CUC
International Inc. 1994 Employee Stock Purchase Plan (the
"Plan") on January 17, 1994.
The Plan is not subject to any of the provisions of
the Employee Retirement Income Security Act of 1974, as
amended ("ERISA").
IN CONSIDERING WHETHER OR NOT TO PARTICIPATE IN THE
PLAN, AN EMPLOYEE SHOULD BEAR IN MIND THAT AN INVESTMENT
IN THE COMMON STOCK OF ANY CORPORATION, INCLUDING THE
COMPANY, INVOLVES THE POSSIBLE RISK OF LOSS. THE PRICE OF
THE COMPANY'S COMMON STOCK MAY DECREASE AS WELL AS
INCREASE AND THE COMPANY CANNOT ASSUME RESPONSIBILITY FOR
POSSIBLE LOSSES BECAUSE OF SUCH PRICE FLUCTUATIONS OR
OTHERWISE.
The address of the Company is 707 Summer Street,
Stamford, Connecticut 06901 and its telephone number is
(203) 324-9261.
The text of the Plan consists of the questions and
answers on the following pages.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
This Prospectus does not constitute an offer to sell
securities in any state to any person to whom it is
unlawful to make such offer in such state.
The date of this Prospectus is July 14, 1995.
Purpose
1. What is the purpose of the Plan?
The purpose of the Plan is to provide eligible
employees of the Company and its subsidiaries with a
simple and convenient method of purchasing shares of
the Company's common stock, par value $.01 per share
("Common Stock"), at a discount without payment of any
brokerage commission or service charge. To the extent
that such shares are purchased from the Company, the
Company will receive additional funds needed for
general corporate purposes, including capital
expenditures.
Purchase Price
2. What will be the price of shares purchased under the
Plan?
Shares of Common Stock may be purchased for ninety
percent (90%) of the closing price of such shares on
the New York Stock Exchange ("NYSE"), as reported in
the New York Stock Exchange Composite Transactions in
the Wall Street Journal (the "Purchase Price"), on the
fifteenth day (or, if the fifteenth day is not a
business day, on the last business day preceding the
fifteenth day) of the month in which a purchase is
deemed to be made as described below under "Holding
Period/Disposition" (the "Pricing Date"). No shares
will be sold by the Company under the Plan at less
than the par value of such shares.
Advantages
3. What are the advantages of the Plan?
The Purchase Price for shares of Common Stock sold
pursuant to the Plan represents a discount from the
market price for such shares. No commission or
service charge is paid by participants in connection
with purchases under the Plan. Regular quarterly
statements of account will provide simplified
recordkeeping.
Shares Subject to the Plan
4. How many shares of Common Stock may the Company sell
pursuant to the Plan?
Subject to adjustment as provided under the heading
"Recapitalizations" below, the Company may sell to
participants pursuant to the Plan an aggregate of not
more than seven hundred fifty thousand (750,000)
shares of 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.
Administration
5. Who administers the Plan for participants?
The Plan is administered by the Compensation
Committee, whose members are appointed by the Board of
Directors (the "Committee"). The Committee shall
consist of not less than three members of the Board of
Directors. The members of the Committee serve at the
pleasure of the Board of Directors for such terms of
office as the Board of Directors shall determine. Vacancies
on the Committee are filled by the Board. The Committee has
authority to construe, interpret and administer the
Plan, to promulgate such rules as it deems necessary
and to take all actions to carry out the terms of the
Plan. The interpretation and construction by the
Committee of any provisions of the Plan are final
unless otherwise determined by the Board of Directors.
No member of the Committee shall be liable for any
action or determination made in good faith and such
members shall be entitled to indemnification in the
manner provided in the Company's by-laws. The members
of the Committee receive no compensation for services
rendered by them in connection with administering the
Plan but may be reimbursed by the Company for out-of
pocket expenses incurred by them in the performance of
their duties, including, without limitation, such
expenses incurred in connection with the attendance of
meetings of the Committee.
Participation
6. Who is eligible to participate?
All full-time and regular part-time employees of the
Company and its subsidiaries, except for any such
employee who is also an officer or director of the
Company, with over three (3) consecutive months of
service as of the date of an election to participate
in the Plan are eligible to participate in the Plan.
There are no age restrictions on participation in the
Plan. An eligible employee may neither assign nor
pledge his right to participate in the Plan.
Method of Purchases
7. How will purchases of shares be made under the Plan?
An eligible employee who wishes to purchase shares of
Common Stock pursuant to the Plan must submit on or
before the Pricing Date immediately following any
calendar quarter (i.e., April 15, July 15, October 15
or January 15) a purchase request for the shares of
Common Stock. Purchase requests must be made on a
form of CUC International Inc. 1994 Employee Stock
Purchase Plan Commitment Letter ("SPP Commitment
Letter") available from the Company specifying the
number of shares desired to be purchased and the
method of payment. Participants have two choices for
payment of their shares: (1) cash, or (2) payroll
deduction. Subject to the terms and conditions of the
Plan, participants may withdraw from participation in
the Plan and re-enroll as often as they like.
Cash Payment Procedure: A participant wishing to
purchase shares with cash must complete the form of
SPP Commitment Letter, specifying in the place
provided the dollar amount which the employee wishes
to apply to purchases of shares of Common Stock and
the maximum number of shares, if any, which such
participant wishes to purchase under the Plan, and
return such form to the Company on or before the
Pricing Date for such calendar quarter, together with
a bank or personal check in the amount specified in
the SPP Commitment Letter. Completed forms and checks
should be delivered to the Financial Services
Department, 707 Summer Street,
Stamford, Connecticut 06901.
Forms and cash received in Stamford prior to 12:00
noon EST on the Pricing Date following any calendar
quarter will be applied to transactions hereunder to
be effected on the next business day after such
Pricing Date. Forms and cash received after such time
will be applied to transactions hereunder to be
effected on the next business day after the Pricing
Date in the next succeeding calendar quarter.
Payroll Deduction Procedure: A participant wishing to
purchase shares by payroll deduction must complete the
form of SPP Commitment Letter, specifying in the place
provided the dollar amount to be deducted from the
participant's bi-weekly paycheck, and return such form
to the Company. Completed forms should be delivered
to the Financial Services Department, 707 Summer
Street, Stamford, CT 06901 with a copy of the
completed form to the participant's local payroll
department.
Amounts deducted from paychecks issued during each
calendar quarter (plus amounts carried over from the
prior quarter, if any), will be applied to
transactions effected on the next business day after
the Pricing Date which occurs on the fifteenth day
following the end of such quarter.
The deductions requested in a participant's SPP
Commitment Letter will continue to be made until the
participant delivers a SPP Commitment Letter with a
termination request set forth in the place provided to
the Financial Services Department and to the
participant's payroll department. See "Withdrawal"
below.
No fractional shares will be issued. Funds not used
for purchases in respect of any calendar quarter will
be applied to purchases in respect of the next
succeeding calendar quarter.
Purchase Amounts
8. How many shares can a participant purchase?
A participant may purchase in respect of any calendar
quarter up to such number of shares of Common Stock
for which the total purchase price paid by such
participant does not exceed twenty-five percent (25%)
of that employee's "eligible year-to-date earnings" at
the end of such quarter. "Eligible year-to-date
earnings" include salary, bonus and commission, but do
not include any profit sharing or other miscellaneous
income. Unused year-to-date compensation is
cumulative with respect to any calendar quarter.
Recapitalizations
9. Will a participant's stock holdings be diluted in the
case of a stock split, stock dividend,
recapitalization or other similar transaction?
No. The total number of shares of Common Stock
reserved for issuance under the Plan, and the number
of shares held by each participant under the Plan,
will be proportionately adjusted, in the discretion of
the Board of Directors, 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 Common
Stock in order to preserve the benefits intended to be
made available under the Plan. The determination of
the Board of Directors as to what adjustments shall be
made, and the extent thereof, will be final.
In the event of a change in Common Stock which is
limited to a change in the designation thereof to
"Capital Stock" or other similar designation, or to a
change in the par value thereof, or from par value to
no par value, without increase in the number of issued
shares, the shares resulting from any such change
shall be deemed to be Common Stock within the meaning
of the Plan.
Costs
10. Are there any out-of-pocket costs to participants in
connection with purchases under the Plan?
No. All costs of administration of the Plan are to be
paid by the Company. There are no brokerage fees or
commissions charged to participants in connection with
the purchase of shares under the Plan. However, the
10% discount applied to purchases under the Plan will
be treated as taxable income to the participant. See
"Taxes" below.
Withdrawal
11. How does a participant withdraw from the Plan?
A participant may withdraw from the Plan in a number
of ways.
First, a participant may notify the Company in writing
that he wishes to withdraw. Such notice should be
addressed to the Financial Services Department at the
Company at 707 Summer Street, Stamford, Connecticut
06901. A participant may withdraw from participation
in the Plan at any time. Any funds the Company has
received from the participant through the date of his
withdrawal from participation in the Plan, whether by
cash payment or payroll deduction, will be used to
purchase shares of Common Stock on the next business
day after the fifteenth day following the end of the
calendar quarter in which the participant notified the
Company of his withdrawal. Any funds remaining
thereafter which have not been used to purchase shares
for the participant will be returned to him after one
calendar quarter has elapsed in which the participant
has had no activity in the Plan. A participant's
funds returned to him upon withdrawal from the Plan
will not be subject to any charges or deductions.
Second, a participant will be deemed to have withdrawn
from participation in the Plan if the participant has
no activity in the Plan in any calendar quarter. Any
funds the Company has received from the participant,
whether by cash payment or payroll deduction, which
have not been used to purchase shares for the
participant will be returned to him after one calendar
quarter has elapsed in which the participant has had
no activity in the Plan.
Third, in the event that a participant's employment
with the Company or a subsidiary of the Company
terminates for any reason whatsoever, such participant
shall be deemed to have withdrawn from participation
in the Plan effective as of the end of the calendar
quarter in which the participant's employment
terminated. Any funds the Company has received from
the participant, whether by cash payment or payroll
deduction, which have not been used to purchase shares
for the participant will be returned to him after one
calendar quarter has elapsed in which the participant
has had no activity in the Plan.
Holding Period/Disposition
12. How long must a participant hold shares purchased
pursuant to the Plan?
Shares purchased by participants pursuant to the Plan
will be deemed to have been purchased as of the next
business day after the Pricing Date which is fifteen
days after the close of the calendar quarter in
respect of which cash has been delivered to the
Company or payroll deductions have been made.
However, such shares will be held by the Company's
transfer agent, the First National Bank of Boston
("Bank of Boston"), on behalf of the participant for a
period of three (3) months after the day on which such
shares are deemed purchased and no transfers or
dispositions of such shares will be permitted during
such quarter (the "holding period").
Upon request, at any time after the expiration of the
holding period, the Bank of Boston will cause
certificates evidencing shares of Common Stock
purchased pursuant to the Plan to be issued in the
name of the requesting participant and to be delivered
to such participant. Thereupon, subject to the
restrictions described below under the heading
"Restrictions on Transfer," a participant may sell
some or all of the shares purchased pursuant to the
Plan.
Reported Price of Shares
13. How can participants determine the reported price of
their shares of Common Stock?
Shares of Common Stock of the Company are traded on
the NYSE under the ticker symbol CU. The prior day's
high, low and closing price are listed daily in the
New York Stock Exchange Composite Transactions in the
Wall Street Journal and other publications.
Restrictions on Transfer
14. Following expiration of the holding period referred to
above under "Holding Period/Disposition," what
restrictions are there on the transfer of shares
purchased under the Plan?
The resale and reoffer of shares of Common Stock
received under the Plan are subject to compliance with
federal and state securities laws and the policies of
the Company as in effect from time to time, and
participants are advised to consult with legal counsel
as to such compliance prior to the resale or reoffer
of such securities.
Under the Plan, no person has or may create a lien on
any funds or shares of Common Stock held under the
Plan.
Reports to Participants
15. What kind of reports will be sent to participants in
the Plan?
Statements of account will be mailed to each
participant within 30 days of the end of each calendar
quarter. The statement is a participant's continuing
record of the cost of his purchases and should be
retained for income tax purposes. In addition, each
participant who has become a record holder of shares
of Common Stock will receive copies of communications
sent to holders of the Common Stock, including the
Company's Annual Report, the Notice of Annual Meeting,
Proxy Statement and any Internal Revenue Service
information for reporting any dividend income.
Incorporation of Certain Documents by Reference; Further
Information
16. What other information regarding the Company and the
Plan is available to participants?
The documents listed below are incorporated by
reference herein and constitute part of a prospectus
covering securities that have been registered under
the Securities Act of 1933, as amended (the
"Securities Act"):
(a) the Company's Annual Report on Form 10-K for
the fiscal year ended January 31, 1995, filed
with the Securities and Exchange Commission
("SEC") pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended (the
"1934 Act");
(b) the Company's Quarterly Report on Form 10-Q
for the quarter ended April 30, 1995, filed with
the SEC pursuant to Section 13 or 15(d) of the
1934 Act; and
(c) the description of the Common Stock
contained in the Company's Registration Statements
on Form 8A filed with the SEC on July 27, 1984 and
August 15, 1989 (and any amendment or report filed
for the purpose of updating the description).
All documents filed after the date hereof pursuant to
Sections 13, 14 and 15(d) of the 1934 Act, prior to
the termination of the offering of shares of Common
Stock hereunder, shall be deemed to be incorporated by
reference herein and to be a part of such prospectus
from the date of filing of such documents.
The Company undertakes to provide without charge to
each person to whom a prospectus is delivered, upon
written or oral request of such person, a copy of any
and all documents that are required to be delivered
to eligible employees of the Company pursuant to Rule
428(b) under the Securities Act (including any
updating information required to be furnished to
reflect material changes to the Plan) and any and all
of the information that has been incorporated by
reference herein and in the Registration Statement on
Form S-8 filed with the SEC from a document or part
thereof not delivered with the prospectus, but not
including exhibits to the document unless such
exhibits are specifically incorporated by reference.
Requests for such information should be directed to
the Investor Relations Department, CUC International
Inc., 707 Summer Street, Stamford, Connecticut 06901,
telephone number: (203) 324-9261.
Experts
17. Is any information described above under
"Incorporation of Certain Documents by Reference;
Further Information" incorporated by reference herein
in reliance upon reports of experts?
The consolidated financial statements of the Company
for the fiscal year ended January 31, 1995, appearing
in the Company's Annual Report on Form 10-K for such
fiscal year have been audited by Ernst & Young,
independent auditors, as set forth in their report
thereon included therein and incorporated herein by
reference. Such consolidated financial statements
are incorporated herein by reference in reliance upon
such report given on the authority of such firm as
experts in accounting and auditing.
With respect to the unaudited condensed consolidated
interim financial information for the three-month
period ended April 30, 1995, incorporated by
reference herein, Ernst & Young have reported that
they have applied limited procedures in accordance
with professional standards for a review of such
information. However, their separate report,
included in the Company's Quarterly Report on Form 10-
Q for the quarter ended April 30, 1995, and
incorporated herein by reference, states that they
did not audit and they do not express an opinion on
that interim financial information. Accordingly, the
degree of reliance on their report on such
information should be restricted in light of the
limited nature of the review procedures applied. The
independent auditors are not subject to the liability
provisions of Section 11 of the Securities Act for
their report on the unaudited interim financial
information because that report is not a "report" or
a "part" of the Registration Statement prepared or
certified by the auditors within the meaning of
Sections 7 and 11 of the Securities Act.
Certificates for Shares
18. Will certificates be issued for shares purchased?
As discussed above under the heading "Holding
Period/Disposition," all shares of Common Stock
purchased pursuant to the Plan will be held by the
Bank of Boston on behalf of the participants during
the holding period and, upon request, at any time
after the expiration of the holding period, certificates
representing such shares will be issued and
distributed by the Bank of Boston to participants.
19. In whose name will certificates be registered when
issued to participants who have requested them?
Certificates for shares will be in the name of the
participant at the time the participant enters the
Plan.
Taxes
20. What are the federal income tax consequences of
participation in the Plan?
A participant will have taxable compensation income
on the 10% discount applied to purchases under the
Plan in the year the shares purchased are first
eligible to be sold in the open market, regardless of
whether such participant actually sells the shares at
that time (e.g., shares deemed to be purchased in
October 1995 would be delivered to the participant
and would be eligible for sale in January 1996;
therefore, the 10% portion would be taxable income in
1996).
A participant will recognize gain or loss when the
shares are sold or exchanged. The amount of gain or
loss will be the difference between the amount which
the participant receives for the shares and the tax
basis thereof. The tax basis for the shares will be
the purchase price of the shares increased by the
amount the participant takes into income as a result
of the purchase.
The holding period for the shares will begin at the
time the participant realizes the compensation
income. If the shares are capital assets in the hands
of the participant, gain or loss would be considered
long term capital gain if the participant sells the
shares after holding them for more than twelve
months.
All participants are urged to consult their own tax
advisors to determine the particular tax consequences
which may result from their participation in the Plan
and their subsequent disposition of the shares
purchased pursuant to the Plan.
Voting
21. How will a participant's shares be voted at
shareholders' meetings?
In connection with any annual or special meeting of
shareholders, a proxy card will be sent to each
participant that has become a record holder of shares
of Common Stock, as in the case of shareholders not
participating in the Plan. This proxy will apply to
all shares registered in the participant's name.
Limitations of the Company
22. What are the responsibilities of the Company under
the Plan?
The Company will not be liable under the Plan for any
act done in good faith or for any good faith omission
to act.
Each participant should recognize that the Company
cannot give any assurances that any participant will
receive a profit or not suffer a loss in respect of
the shares purchased by him under the Plan.
Amendment; Termination
23. May the Plan be changed or discontinued?
Notwithstanding any other provision of the Plan, the
Board of Directors of the Company, the Committee, or
any designated committee thereof, reserves the right
to amend, suspend, modify or terminate the Plan at
any time. Notice of any material amendment,
suspension, modification or termination will be sent
to all participants.