View:
As filed with the Securities and Exchange Commission on August 6,
1996.
Registration No. 333 - _______
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)
Sierra On-Line, Inc. 1987 Stock Option 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)
_______________________________________
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, 1,838 shares $3.74(1) $6,874.12(1) ------------
$.01 par value 3,982 shares $3.95(1) $15,728.90(1) ------------
21,712 shares $4.01(1) $87,065.12(1) ------------
2,022 shares $4.15(1) $8,391.30(1) ------------
5,145 shares $4.49(1) $23,101.05(1) ------------
156,408 shares $4.59(1) $717,912.72(1) ------------
11,025 shares $4.69(1) $51,707.25(1) ------------
7,350 shares $4.80(1) $35,280.00(1) -----------
7,350 shares $5.05(1) $37,117.50(1) ------------
7,350 shares $5.28(1) $38,808.00(1) ------------
4,594 shares $5.72(1) $26,277.68(1) ------------
54,856 shares $5.87(1) $322,004.72(1) ------------
2,450 shares $5.92(1) $14,504.00(1) ------------
5,586 shares $6.02(1) $33,627.72(1) ------------
45,080 shares $6.22(1) $280,397.60(1) ------------
60,025 shares $6.69(1) $401,567.25(1) ------------
60,638 shares $6.73(1) $408,093.74(1) ------------
18,375 shares $6.78(1) $124,582.50(1) ------------
4,288 shares $6.81(1) $29,201.28(1) ------------
303,445 shares $6.84(1) $2,075,563.80(1)------------
21,928 shares $7.14(1) $156,565.92(1) ------------
22,050 shares $7.41(1) $163,390.50(1) -----------
6,860 shares $8.06(1) $55,291.60(1) ------------
46,379 shares $9.13(1) $423,440.27(1) ------------
104,493 shares $9.39(1) $981,189.27(1) ------------
33,075 shares $9.49(1) $313,881.75(1) ------------
115,297 shares $9.69(1) $1,117,227.93(1)------------
2,352 shares $9.80(1) $23,049.60(1) ------------
9,800 shares $11.12(1) $108,976.00(1) ------------
2,940 shares $12.45(1) $36,603.00(1) ------------
1,960 shares $12.81(1) $25,107.60(1) ------------
4,900 shares $12.91(1) $63,259.00(1) ------------
3,528 shares $13.27(1) $46,816.56(1) ------------
3,675 shares $13.78(1) $50,641.50(1) ------------
2,352 shares $14.39(1) $33,845.28(1) ------------
2,744 shares $14.44(1) $39,623.36(1) ------------
980 shares $14.59(1) $14,298.20(1) ------------
3,920 shares $15.31(1) $60,015.20(1) ------------
4,900 shares $16.33(1) $80,017.00(1) ------------
3,920 shares $17.96(1) $70,403.20(1) ------------
20,000 shares $43.50(1) $870,000.00(1) ------------
Total 1,201,572 shares ----- $9,471,448.99(1) $3,266.02
(1) Pursuant to Rule 457(h) under the Securities Act of 1933,
as amended (the "Securities Act"), the proposed maximum offering
price and the registration fee are based on the exercise price of
options outstanding.
PART I
INFORMATION REQUIRED IN THE 10(a) PROSPECTUS
The documents containing the information specified in this Part I
has or will be sent or given to all participants in the Sierra On-
Line, Inc. 1987 Stock Option Plan (the "Plan") as specified by Rule
428(b)(1) under the Securities Act. Such documents are not filed
with the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424 under the Securities
Act. These documents and the documents incorporated by reference
in this Registration Statement pursuant to Item 3 of Part II of
this Registration Statement, taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the
Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents previously filed by CUC International Inc.
(the "Registrant") with the Commission pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act") are
incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended January 31, 1996;
(b) The Registrant's Current Reports on Form 8-K filed with the
Commission on April 22, 1996; March 12, 1996; February 22, 1996;
and February 21, 1996;
(c) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended April 30, 1996;
(d) The Registrant's Current Report on Form 8-K filed with the
Commission on August 5, 1996; and
(e) Description of the Registrant's common stock, par value $.01 per
share, contained in the Registrant's Registration Statement on Form
S-3 (File No. 33-47271) filed pursuant to the Securities Act on
April 17, 1992, as amended or updated pursuant to the Securities
Act.
All documents and reports subsequently filed by the Registrant
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered
hereby have been sold or which deregisters all such securities then
remaining unsold shall be deemed to be incorporated by reference in
this Registration Statement and to be a part hereof from the date
of filing of such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Jeffrey A. Gershowitz, Esq., has rendered an opinion on the
validity of the securities being registered under the Plan pursuant
to this Registration Statement. Mr. Gershowitz is a vice president
and associate general counsel of the Comp-U-Card Division of the
Registrant. A copy of this opinion is attached as Exhibit 5 to
this Registration Statement.
Item 6. Indemnification of Directors and Officers
Section 145 of the General Corporation Law of the State of
Delaware (the "GCL") empowers a Delaware corporation to indemnify
any person who was or is a party to or is threatened to be made a
party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the
corporation) by reason of the fact that such person is or was a
director, officer, employee or agent of such corporation, or is or
was serving at the request of such corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise. The indemnity may
include expenses (including attorney's fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding, provided
that such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests
of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe such person's
conduct was unlawful. A Delaware corporation may indemnify
directors, officers, employees and other agents of such corporation
in an action by or in the right of the corporation under the same
conditions, except that no indemnification is permitted without
judicial approval if the person to be indemnified has been adjudged
to be liable to the corporation. Where a director, officer,
employee of agent of the corporation is successful on the merits or
otherwise in the defense of any action, suit or proceeding referred
to above or in defense of any claim, issue or matter therein, the
corporation must indemnify such person against the expenses
(including attorney's fees) which he or she actually and reasonably
incurred in connection therewith.
The Registrant's By-Laws contain provisions that provide for
indemnification of officers and directors to the full extent
permitted by, and in the manner permissible under, the GCL.
As permitted by Section 102(b)(7) of the GCL, the Registrant's
Restated Certificate of Incorporation contains a provision
eliminating the personal liability of a director to the Registrant
or its stockholders for monetary damages for breach of fiduciary
duty as a director, subject to certain exceptions.
Item 7. Exemption from Registration Claimed
No securities are to be reoffered or resold pursuant to this
Registration Statement.
Item 8. Exhibits
5. Opinion of Jeffrey A. Gershowitz, Esq. as to the
legality of the securities being registered
15. Letter re: Unaudited Interim Financial Information
23.1 Consent of Jeffrey A. Gershowitz, Esq. (included
in the opinion filed as Exhibit 5 hereto)
23.2 Consent of Ernst & Young LLP
23.3 Consent of Deloitte & Touche LLP
24. Powers of Attorney of certain officers and
directors of the Registrant (included on the signature
page of this Registration Statement)
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:
(i) To include any prospectus required
by Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement
(or the most recent post-effective amendment hereof) which, individually or
in the aggregate, represent a fundamental change in the information set
forth in this Registration Statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in
this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(iii) do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or
15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, 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.
(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, each
filing of the Registrant's annual report pursuant to Section 13(a) or
15(d) of the Exchange Act that is incorporated by reference in
this 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.
c.Insofar as indemnification for liabilities arising under the
Securities Act 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
Commission such indemnification is against public policy as expressed in
the Securities Act 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 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 and will be governed by the final
adjudication of such issue.
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 6th day of August, 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 and August 6, 1996
Walter A. Forbes Chairman of the Board
(Principal Executive Officer)
/s/ Cosmo Corigliano Senior Vice President and August 6, 1996
Cosmo Corigliano Chief Financial Officer
(Principal Financial and
Accounting Officer)
/s/ Bartlett Burnap Director August 6, 1996
Bartlett Burnap
/s/ T. Barnes Donnelley Director August 6, 1996
T. Barnes Donnelley
/s/ Stephen A. Greyser Director August 6, 1996
Stephen A. Greyser
/s/ Christopher K. McLeod Director August 6, 1996
Christopher K. McLeod
/s/ Burton C. Perfit Director August 6, 1996
Burton C. Perfit
Robert P. Rittereiser Director
/s/ Stanley M. Rumbough, Jr. Director August 6, 1996
Stanley M. Rumbough, Jr.
/s/ E. Kirk Shelton Director August 6, 1996
E. Kirk Shelton
- -------------------- Director
Janice G. Davidson
_____________________ Director
Robert M. Davidson
_____________________ Director
Kenneth A. Williams
EXHIBIT INDEX
Exhibit Number Description Page
5 Opinion of Jeffrey A. Gershowitz, Esq. as to 9
legality of the securities being registered
15 Letter re: Unaudited Interim Financial Information 10
23.1 Consent of Jeffrey A. Gershowitz, Esq. (included
in the opinion filed as Exhibit 5 hereto)
23.2 Consent of Ernst & Young LLP 11
23.3 Consent of Deloitte & Touche LLP 12
24 Powers of Attorney of certain officers and
directors of the Registrant (included on the
signature page of this Registration Statement)
Exhibit 5
August 6, 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 1,201,572 shares of common stock, par value
$.01 per share, of the Company ("Common Stock"), reserved for
issuance under the Company's Sierra On-Line, Inc. 1987 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 1,201,572 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,
/s/Jeffrey A. Gershowitz
Jeffrey A. Gershowitz
Vice President and
Associate General Counsel
Exhibit 23.2
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Sierra On-Line, Inc. 1987
Stock Option Plan and in the related Prospectus of our report
dated March 19, 1996, 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, 1996,
filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Stamford, Connecticut
July 31, 1996
CUC INTERNATIONAL INC. AND SUBSIDIARIES EXHIBIT 15--LETTER RE: UNAUDITED INTERIM FINANCIAL INFORMATION July 31, 1996 Shareholders and Board of Directors CUC International Inc. We are aware of the incorporation by reference in the Registration Statement Form S-8 of the Sierra On-Line, Inc. 1987 Stock Option Plan of our report dated May 22, 1996 relating to the unaudited condensed consolidated interim financial statements of CUC International Inc. which are included in its Form 10-Q for the quarter ended April 30, 1996. Pursuant to Rule 436(c) of the Securities Act of 1933, our report is not a part of the registration statements prepared or certified by accountants within the meaning of Section 7 or 11 of the Securities Act of 1933. Ernst & Young LLP Stamford, Connecticut
EXHIBIT 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of CUC International Inc. on Form S-8 pertaining to the
Sierra On-Line, Inc. 1987 Stock Option Plan of our report dated
March 13, 1995 (relating to the financial statements of Advance
Ross Corporation not presented separately therein), appearing in
the Annual Report on Form 10-K of CUC International Inc. for the
year ended December 31, 1995.
Deloitte & Touche LLP
Chicago, Illinois
July 31, 1996