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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)
Papyrus Design Group Inc. 1992 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 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, 1,677 shares $0.12(1) $201.24(1) ----------
$.01 par value 12,532 shares $0.21(1) $2,631.72(1) ----------
8,890 shares $0.66(1) $5,867.40(1) ----------
Total 23,099 shares ----- $8,700.36(1) $100.00(2)
(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.
(2) Pursuant to Section 6(b) of the Securities Act, the registration
fee shall be 1/29 of one percent of the proposed maximum aggregate offering
price, but in no case shall it be less than $100.
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 Papyrus
Design Group Inc. 1992 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 8
legality of the securities being registered
15 Letter re: Unaudited Interim Financial Information 9
23.1 Consent of Jeffrey A. Gershowitz, Esq. (included
in the opinion filed as Exhibit 5 hereto)
23.2 Consent of Ernst & Young LLP 10
23.3 Consent of Deloitte & Touche LLP 11
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 23,099 shares of common stock, par value
$.01 per share, of the Company ("Common Stock"), reserved for
issuance under the Company's Papyrus Design Group Inc. 1992 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 23,099 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 Papyrus Design Group Inc.
1992 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 Papyrus Design Group, Inc. 1992 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
Papyrus Design Group Inc. 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