As filed with the Securities and Exchange Commission on May 12, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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CUC International Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 06-0918165
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
-------------------
707 Summer Street
Stamford, Connecticut 06901
(203) 324-9261
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
-------------------
Cosmo Corigliano
Senior Vice President and Chief Financial Officer
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)
Copy to:
Amy N. Lipton, Esq.
Senior Vice President and General Counsel
CUC International Inc.
707 Summer Street
Stamford, Connecticut 06901
(203) 324-9261
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Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of the Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |_|
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. |X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. |_|
CALCULATION OF REGISTRATION FEE
=================================================================================================================================
Amount Proposed Proposed Maximum
to be Maximum Aggregate Offering Amount of
Title of Shares to be Registered Registered Aggregate Price Price Registration Fee
Per Unit
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Common Stock, par value $.01 per share 595,664(1) $24.00 (2) $14,295,936 (2) $4,332.10
=================================================================================================================================
(1) 595,664 shares represents all of the shares issued to the Selling
Stockholders named herein in connection with the acquisition by the Registrant
of Berkeley Systems, Inc. (as further described herein).
(2) Estimated solely for purposes of calculating the registration fee as
provided pursuant to Rule 457(c) promulgated under the Securities Act of 1933,
as amended, based on the average of the high and low prices reported by the New
York Stock Exchange, Inc. Composite Tape as of May 9, 1997.
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933, as amended, or until the Registration Statement shall
become effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
SUBJECT TO COMPLETION, PRELIMINARY PROSPECTUS DATED MAY 12, 1997
595,664 SHARES
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CUC INTERNATIONAL INC.
COMMON STOCK
($.01 par value per share)
The 595,664 shares (the "Shares") of common stock, $.01 par value
("Common Stock"), of CUC International Inc., a Delaware corporation ("CUC" or
the "Company") which may be offered for sale from time to time pursuant to this
Prospectus were issued by the Company to certain former preferred stockholders
(the "Selling Stockholders") of Berkeley Systems, Inc. ("Berkeley") in
connection with the acquisition (the "Berkeley Acquisition") of all of the
outstanding shares of capital stock of Berkeley by the Company. See "Selling
Stockholders."
The Berkeley Acquisition was entered into pursuant to the terms of a
Merger Agreement dated as of March 28, 1997 (the "Berkeley Merger Agreement") by
and among the Company, Berkeley Acquisition Corporation, a wholly-owned
subsidiary of the Company ("Merger Sub"), Berkeley and certain shareholders of
Berkeley, as well as pursuant to the terms of an Escrow Agreement dated as of
April 11, 1997 (the "Berkeley Escrow Agreement") by and among the Company,
Merger Sub, Berkeley, certain shareholders of Berkeley, and The First National
Bank of Boston, as escrow agent (the "Escrow Agent"). Pursuant to the Berkeley
Merger Agreement, among other things, Merger Sub agreed to merge with and into
Berkeley, with Berkeley continuing as the surviving corporation of such merger
and the Company being the sole stockholder of such surviving corporation. The
aggregate purchase price paid by the Company in connection with the Berkeley
Acquisition was approximately $16.2 million (subject to certain adjustments),
which was paid partly in cash and partly through the issuance by the Company to
the Selling Stockholders of the Shares (provided that 139,494 Shares out of the
total number of Shares will be held in escrow by the Escrow Agent to secure
certain potential indemnity claims against certain of the Selling Stockholders).
See "Selling Stockholders."
The Company is registering the Shares as required pursuant to certain
registration rights granted to the respective Selling Stockholders. The Company
will not receive any of the proceeds from the sale of the Shares by the Selling
Stockholders, but has agreed to bear certain expenses of registration of the
Shares. See "Selling Stockholders." The Common Stock is listed on the New York
Stock Exchange ("NYSE") under the symbol "CU." On May 9, 1997, the last reported
sale price of Common Stock on the NYSE was $23.75 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus is , 1997.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). In addition, in July
and August of 1996, the Company acquired three entities, namely Ideon Group,
Inc. ("Ideon"), Davidson & Associates, Inc. ("Davidson") and Sierra On-Line,
Inc. ("Sierra"), each of which was subject to the informational requirements of
the Exchange Act prior to their acquisition by the Company, and each of which
had filed reports, proxy statements and other information with the Commission
prior to their acquisition by the Company. Such reports, proxy statements and
other information filed with the Commission by the Company, Ideon, Davidson and
Sierra can be inspected and copied at the public reference facilities maintained
by the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549,
and at the Regional Offices located at 7 World Trade Center, Suite 1300, New
York, New York 10048, and Northwestern Atrium Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661-2511, and at the Commission's Web site at
(http://www.sec.gov). Copies of such materials can be obtained upon written
request addressed to the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. In addition, the
Common Stock is listed on the NYSE, and reports, proxy statements and other
information concerning the Company may be inspected at the offices of the NYSE,
20 Broad Street, New York, New York 10005.
The Company has filed with the Commission a registration statement on
Form S-3 (together with any amendments, the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), covering the shares
of Common Stock being offered by this Prospectus. This Prospectus, which is part
of the Registration Statement, does not contain all of the information and
undertakings set forth in the Registration Statement and reference is made to
such Registration Statement, including exhibits, which may be inspected and
copied in the manner and at the locations specified above, for further
information with respect to the Company and the Common Stock. Statements
contained in this Prospectus concerning the provisions of any document are not
necessarily complete and, in each instance, reference is made to the copy of
such document filed as an exhibit to the Registration Statement or otherwise
filed with the Commission. Each such statement is qualified in its entirety by
such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Incorporation by Reference to Certain Publicly-Filed Documents. The
following documents previously filed with the Commission by the Company are
incorporated by reference into this Prospectus:
(i) The Company's Annual Report on Form 10-K for the fiscal
year ended January 31, 1997 (the "CUC 10-K"); and
(ii) The description of Common Stock in the Company's
registration statements on Form 8-A, as filed with the
Commission on July 27, 1984 and August 15, 1989, including any
amendment or report filed for the purposes of updating such
description.
Incorporation by Reference to Certain Other Publicly-Filed Documents.
In addition, all documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus
and prior to the termination of the offering made pursuant to the Registration
Statement shall be deemed to be incorporated by reference into and to be a part
of this Prospectus from the date of filing of such documents. Any statement
contained in a document so incorporated by reference shall be deemed to be
modified or superseded for purposes of this Prospectus to the extent that a
statement contained in this Prospectus, or in any other subsequently filed
document which is also incorporated by reference, modifies or supersedes such
statement. Any such statement
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so modified or superseded shall not be deemed to constitute a part of this
Prospectus except as so modified or superseded.
Obtaining Copies of Documents Incorporated by Reference. The Company
will provide, without charge, to each person to whom this Prospectus is
delivered, upon the written or oral request of any such person, a copy of any or
all of the documents incorporated by reference (not including exhibits to such
documents unless such exhibits are specifically incorporated by reference in
such documents). Requests for copies of such documents should be directed to the
Company, 707 Summer Street, Stamford, Connecticut 06901, Attention: Secretary,
telephone: (203) 324-9261.
THE COMPANY
The Company is a leading technology-driven, membership-based consumer
services company, providing approximately 66.3 million members with access to a
variety of services. The Company provides these services as individual,
wholesale or discount program memberships ("memberships"). These memberships
include such components as shopping, travel, auto, dining, home improvement,
lifestyle, vacation exchange, credit card and checking account enhancement
packages, financial products and discount programs. The Company also administers
insurance package programs which are generally combined with discount shopping
and travel for credit union members, distributes welcoming packages which
provide new homeowners with discounts for local merchants, and provides
travelers with value-added tax refunds. The Company believes it is the leading
provider of membership-based consumer services in the United States. The
Company's membership activities are conducted principally through its
Comp-U-Card division and certain of the Company's wholly-owned subsidiaries,
including FISI*Madison Financial Corporation, Benefit Consultants, Inc.,
Interval International Inc., Entertainment Publications, Inc. and SafeCard
Services, Inc. (which latter company was acquired as part of the Company's
acquisition of Ideon referred to above).
The Company derives its revenues principally from membership fees.
Membership fees vary depending on the particular membership program, and annual
fees to consumers generally range from $6 to $250 per year. Most of the
Company's memberships are for one-year renewable terms, and members are
generally entitled to unlimited use during the membership period of the service
for which the members have subscribed. Members generally may cancel their
memberships and obtain a full refund at any point during the membership term.
The Company also offers consumer software in various multimedia forms
through certain of its recent acquisitions. As mentioned above, during the 1997
fiscal year of the Company, the Company acquired Davidson and Sierra; in
addition, the Company also acquired Knowledge Adventure, Inc. ("KA") during such
year. Davidson, Sierra and KA develop, publish, manufacture and distribute
high-quality educational, entertainment and personal productivity interactive
multimedia products for home and school use. These products incorporate
characters, themes, sound, graphics, music and speech in ways that the Company
believes are engaging to the user, for use on multimedia personal computers,
including CD-ROM-based personal computer systems, and selected emerging
platforms.
For a more detailed description of the various businesses of the
Company, see the descriptions set forth in the CUC 10-K and the other documents
referred to above under "Incorporation of Certain Documents by Reference" which
were previously filed with the Commission by the Company, Ideon, Davidson and
Sierra (each of which is incorporated herein by reference).
Location of Executive Offices. The Company's executive offices are
located at 707 Summer Street, Stamford, Connecticut 06901, and its telephone
number is (203) 324-9261.
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USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Shares. All of the proceeds from the sale of the Shares will be received by the
Selling Stockholders.
SELLING STOCKHOLDERS
Ownership of the Shares. The Selling Stockholders consist of the Escrow
Agent and the following former preferred stockholders of Berkeley: Alta V
Limited Partnership, Customs House Partners, Hummer Winblad Technology Fund II,
L.P., Hummer Winblad Technology Fund IIA, L.P., Hummer Winblad Venture Partners
II, L.P., Imperial Bank, Mr. Wesley L. Boyd ("Mr. Boyd"), in his individual
capacity, Ms. Joan E. Blades, in her individual capacity, and Wesley Boyd and
Joan E. Blades, as trustees under a Trust Agreement dated May 24, 1993. All of
the Shares offered hereby are owned, both beneficially and of record, by the
Selling Stockholders; however, as mentioned on the first page of this
Prospectus, 139,494 Shares out of the total number of Shares will be held in
escrow by the Escrow Agent to secure certain potential indemnity claims against
Berkeley and certain of the Selling Stockholders under the Berkeley Merger
Agreement. If no claims have been asserted by the Company against the escrowed
portion of the Shares prior to the six-month anniversary of the closing of the
Berkeley Acquisition, the Escrow Agent will release one-half of such escrowed
Shares to certain of the Selling Stockholders following such date, and if no
claims have been asserted by the Company against the remaining escrowed portion
of the Shares prior to the one-year anniversary of the closing of the Berkeley
Acquisition, the remaining one-half of such escrowed Shares will be released
following the one-year anniversary of the closing of the Berkeley Acquisition;
otherwise all, a portion of or none of such escrowed Shares will be released to
certain of the Selling Stockholders based upon and following the resolution of
any such claims. As of the date of this Prospectus, other than the Shares
offered hereby, the Selling Stockholders do not own any other shares of Common
Stock or any other shares of the capital stock of the Company. Immediately prior
to giving effect to the Berkeley Acquisition, the Selling Stockholders were the
majority stockholders of Berkeley. The Shares were acquired by the Selling
Stockholders in connection with the Berkeley Acquisition and the provisions of
the Berkeley Merger Agreement, and represent less than one percent (1%) of the
total outstanding shares of Common Stock. The Shares offered by this Prospectus
may be offered from time to time by the Selling Stockholders. Since the Selling
Stockholders may sell all, some or none of their Shares, no estimate can be made
of the aggregate number of Shares that are to be offered hereby or that will be
owned by the Selling Stockholders upon completion of the offering to which this
Prospectus relates.
Registration Rights of the Selling Stockholders. The Company is
registering the Shares as required pursuant to certain registration rights
granted to the Selling Stockholders upon the terms and conditions set forth in
the Berkeley Merger Agreement (the "Berkeley Registration Rights Provisions").
In connection with the Berkeley Registration Rights Provisions, the Company has
filed the Registration Statement, of which this Prospectus forms a part, with
respect to the resale of the Shares, and has agreed to use its commercially
reasonable efforts to keep the Registration Statement current and effective
through the earlier of (x) the first date on which any Selling Stockholder is
permitted to resell such Shares pursuant to the provisions of Rule 144
promulgated under the Securities Act, or (y) the date upon which there shall
cease to be any Shares held by the Selling Stockholders. In addition, pursuant
to the Berkeley Registration Rights Provisions, the Company will bear certain
costs of registering the Shares under the Securities Act, including the
registration fee under the Securities Act, all other registration, qualification
and filing fees, all fees and expenses of legal counsel, accountants and other
persons retained by the Company, and all other expenses incurred by the Company
in connection with the Company's performance of or
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compliance with the Berkeley Registration Rights Provisions (excluding, without
limitation, all underwriting discounts, selling commissions and transfer taxes
applicable to the sale of the Shares and excluding the cost of any separate
legal counsel or other advisors retained by the Selling Stockholders). In
addition, pursuant to the Berkeley Registration Rights Provisions, the Company,
on the one hand, and the Selling Stockholders, on the other hand, have agreed to
indemnify each other and certain other parties for certain liabilities,
including liabilities under the Securities Act, with respect to certain
inaccuracies which might be contained in this Prospectus and the Registration
Statement and the amendments and supplements thereto.
Employment and Other Special Relationships of the Selling Stockholders.
Certain of the Selling Stockholders were directors and/or officers of Berkeley
prior to the consummation of the Berkeley Acquisition, including, without
limitation, Mr. Boyd, who was formerly the Chairman of Berkeley prior to the
consummation of the Berkeley Acquisition. In addition to the Berkeley Merger
Agreement and the Berkeley Escrow Agreement, Mr. Boyd entered into a
non-competition agreement with Berkeley on the date of consummation of the
Berkeley Acquisition, which agreement provides, subject to the terms and
conditions thereof, that he will not compete with certain businesses of Berkeley
for a period of five years following the consummation of the Berkeley
Acquisition. To the best knowledge of the Company, except as set forth above,
none of the Selling Stockholders nor any of the affiliates of the Selling
Stockholders are, or have in the past three years been, a director or officer of
the Company or, to the best knowledge of the Company, any of the Company's
affiliates. Except for the transactions contemplated pursuant to the Berkeley
Merger Agreement, the Berkeley Escrow Agreement and such non-competition
agreement, to the best knowledge of the Company, there is not, and there has not
in the past three years been, any material relationship between the Company and
its affiliates, on the one hand, and the Selling Stockholders and their
respective affiliates, on the other.
PLAN OF DISTRIBUTION
The Shares may be sold by the Selling Stockholders from time to time on
the NYSE or any national securities exchange or automated interdealer quotation
system on which shares of Common Stock are then listed, or through negotiated
transactions or otherwise. The Shares will not be sold in an underwritten public
offering. The Shares will be sold at prices and on terms then prevailing, at
prices related to the then-current market price, or at negotiated prices. The
Selling Stockholders may effect sales of the Shares directly or by or through
agents, brokers or dealers and the Shares may be sold by one or more of the
following methods: (a) ordinary brokerage transactions, (b) purchases by a
broker-dealer as principal and resale by such broker-dealer for its own account
pursuant to this Prospectus, and (c) in "block" sales. At the time a particular
offer is made, a Prospectus Supplement, if required, will be distributed that
sets forth the name or names of agents or broker-dealers, any commissions and
other terms constituting compensation and any other required information. In
effecting sales, broker-dealers engaged by the Selling Stockholders and/or the
purchasers of the Shares may arrange for other broker-dealers to participate.
Broker-dealers will receive commissions, concessions or discounts from the
Selling Stockholders and/or the purchasers of the Shares in amounts to be
negotiated prior to the sale. Sales will be made only through broker-dealers
registered as such in a subject jurisdiction or in transactions exempt from such
registration.
In connection with the distribution of the Shares, the Selling
Stockholders may enter into hedging transactions with broker-dealers. In
connection with such transactions, broker-dealers may engage in short sales of
the Shares in the course of hedging the positions they assume with the Selling
Stockholders. The Selling Stockholders may also sell the Shares short and
redeliver the Shares to close out the short positions. The Selling Stockholders
may also enter into option or other transactions with broker-dealers which
require the delivery to the broker-dealer of the Shares. The Selling
Stockholders may also loan or pledge the Shares to a broker-dealer and the
broker-dealer may
5
sell the Shares so loaned or upon a default the broker-dealer may effect sales
of the pledged shares. In addition to the foregoing, the Selling Stockholders
may, from time to time, enter into other types of hedging transactions.
In offering the Shares covered by this Prospectus, the Selling
Stockholders and any brokers, dealers or agents who participate in a sale of the
Shares by the Selling Stockholders may be considered "underwriters" within the
meaning of Section 2(11) of the Securities Act, and, in such event, any
commissions received by them and any profit on the resale of Shares may be
deemed underwriting commissions or discounts under the Securities Act.
LEGAL MATTERS
The legality of the Shares will be passed upon for the Company by Amy
N. Lipton, Esq. Ms. Lipton is the Senior Vice President and General Counsel of
the Company and holds Common Stock and options to acquire shares of Common
Stock.
EXPERTS
The consolidated financial statements and schedule of the Company at
January 31, 1997 and 1996, and for each of the three years in the period ended
January 31, 1997, appearing in the CUC 10-K have been audited by Ernst & Young
LLP, independent auditors, as set forth in their report thereon included therein
and incorporated herein by reference, which, as to years 1996 and 1995, are
based in part on the reports of Deloitte & Touche LLP, independent auditors of
Sierra, KPMG Peat Marwick LLP, independent auditors of Davidson, and Price
Waterhouse LLP, independent auditors of Ideon. The financial statements and
schedule referred to above are incorporated herein by reference in reliance upon
such reports given upon the authority of such firms as experts in accounting and
auditing.
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No dealer, salesperson or other individual has been authorized to give any
information or to make any representation not contained in this Prospectus and,
if given or made, such information or representation must not be relied upon as
having been authorized by the Company or the Selling Stockholders. This
Prospectus does not constitute an offer to sell or a solicitation of an offer to
buy the securities offered hereby in any jurisdiction or to any person to whom
it is unlawful to make such offer or solicitation. Neither the delivery of this
Prospectus nor any sale made hereunder shall, under any circumstances, create
any implication that the information contained herein is correct as of any date
subsequent to the date hereof.
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TABLE OF CONTENTS
Page
----
Available Information .................................................... 2
Incorporation of Certain Documents
By Reference ........................................................... 2
The Company .............................................................. 3
Use of Proceeds .......................................................... 4
Selling Stockholders ..................................................... 4
Plan of Distribution ..................................................... 5
Legal Matters ............................................................ 6
Experts .................................................................. 6
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595,664 SHARES
CUC International Inc.
COMMON STOCK
($.01 par value per share)
--------------------
PROSPECTUS
--------------------
, 1997
================================================================================
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Securities and Exchange Commission Registration Fee.................$ 4,332.10
*Accounting Fees and Expenses....................................... 20,000.00
*Legal Fees and Expenses............................................ 2,000.00
*Miscellaneous ..................................................... 0.00
Total.....................................................$26,332.10
As noted above under "Selling Stockholders -- Registration Rights of
the Selling Stockholders", the Company has agreed to bear certain costs of
registering the Shares under the Securities Act, including the registration fee
under the Securities Act, all other registration, qualification and filing fees,
all fees and expenses of legal counsel, accountants and other persons retained
by the Company, all printing fees (if any) and all other expenses incurred by
the Company in connection with the Company's performance of or compliance with
the Berkeley Registration Rights Provisions (excluding, without limitation, all
underwriting discounts, selling commissions and transfer taxes applicable to the
sale of the Shares and excluding the cost of any separate legal counsel or other
advisors retained by the Selling Stockholders); such costs (or estimates
thereof) have been set forth above. The Selling Stockholders will bear certain
other costs relating to the registration of the Shares under the Securities Act,
including all underwriting discounts, selling commissions and transfer taxes
applicable to the sale of the Shares and excluding the cost of any separate
legal counsel or other advisors retained by the Selling Stockholders.
- ----------
* Estimated
Item 15. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law empowers a Delaware
corporation to indemnify any person who was or is a party 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 attorneys' 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 or agent of the corporation is successful on the merits or
otherwise in the defense of any action, suit or
II-1
proceeding referred to above or in defense of any claim, issue or matter
therein, the corporation must indemnify such person against the expenses
(including attorneys' 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 and their heirs and distributees to
the full extent permitted by, and in the manner permissible under, the General
Corporation Law of the State of Delaware.
As permitted by Section 102(b)(7) of the General Corporation Law of the
State of Delaware, the registrant's Amended and 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.
Pursuant to the Registration Rights Agreements, the Selling Stockholders
have agreed to indemnify against certain liabilities the Company, affiliates of
the Company and any other person who participates in the offering or sale of
such securities on the Company's behalf.
The registrant maintains policies insuring its officers and directors
against certain civil liabilities, including liabilities under the Securities
Act.
Item 16. Exhibits
5 Opinion of Amy N. Lipton, Esq. as to the legality of the Common Stock
to be registered.
23.1 Consent of Amy N. Lipton, Esq. (included in Exhibit 5).
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Price Waterhouse LLP (relating to the Ideon Group, Inc.
financial statements).
23.4 Consent of KPMG Peat Marwick LLP (relating to the Davidson &
Associates, Inc. financial statements).
23.5 Consent of Deloitte & Touche LLP (relating to the Sierra On-Line, Inc.
financial statements).
24 Power of Attorney (included as part of the Signature Page of this
Registration Statement).
Item 17. Undertakings
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 to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement;
II-2
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.
4. 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
Section 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 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.
5. 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
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.
II-3
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-3 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 12th day of
May, 1997.
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 or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him or her and in his or
her 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 or she 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, 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 Chairman of the May 12, 1997
- ---------------------------- Board (Principal Executive Officer)
Walter A. Forbes
/s/ Cosmo Corigliano Senior Vice President and Chief Financial May 12, 1997
- ---------------------------- Officer (Principal Financial and Accounting Officer)
Cosmo Corigliano
/s/ Bartlett Burnap Director May 12, 1997
- ----------------------------
Bartlett Burnap
/s/ T. Barnes Donnelley Director May 12, 1997
- ----------------------------
T. Barnes Donnelley
/s/ Stephen A. Greyser Director May 12, 1997
- ----------------------------
Stephen A. Greyser
/s/ Christopher K. McLeod Director May 12, 1997
- ----------------------------
Christopher K. McLeod
/s/ Burton C. Perfit Director May 12, 1997
- ----------------------------
Burton C. Perfit
/s/ Robert P. Rittereiser Director May 12, 1997
- ----------------------------
Robert P. Rittereiser
/s/ Stanley M. Rumbough, Jr.
- ---------------------------- Director May 12, 1997
Stanley M. Rumbough, Jr.
/s/ E. Kirk Shelton Director May 12, 1997
- ----------------------------
E. Kirk Shelton
II-4
Director
- ----------------------------
Kenneth A. Williams
Director
- ----------------------------
Janice G. Davidson
Director
- ----------------------------
Robert M. Davidson
II-5
INDEX TO EXHIBITS
Sequentially
Numbered
Exhibit Page
- ------- ----
5 Opinion of Amy N. Lipton, Esq. as to the legality
of the Common Stock to be registered.
23.1 Consent of Amy N. Lipton, Esq. (included in Exhibit
5).
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Price Waterhouse LLP (relating to the
Ideon Group, Inc. financial statements).
23.4 Consent of KPMG Peat Marwick LLP (relating to the
Davidson & Associates, Inc. financial statements).
23.5 Consent of Deloitte & Touche LLP (relating to the
Sierra On-Line, Inc. financial statements).
24 Power of Attorney (included as part of the
Signature Page of this Registration Statement).
Exhibit 5
May 12, 1997
CUC International Inc.
707 Summer Street
Stamford, Conn. 06901
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
I have examined the Registration Statement on Form S-3 (the
"Registration Statement") to be filed by CUC International Inc., a Delaware
corporation (the "Company"), with the Securities and Exchange Commission (the
"Commission") in connection with the registration under the Securities Act of
1933, as amended, of approximately 595,664 shares of common stock, par value
$.01 per share, of the Company (the "Common Stock"). The Registration Statement
is being filed in connection with a proposed secondary offering and sale of
shares of the Common Stock, which shares were issued pursuant to the terms of a
Merger Agreement dated as of March 28, 1997 (the "Berkeley Merger Agreement") by
and among the Company, Berkeley Acquisition Corporation, a wholly-owned
subsidiary of the Company ("Merger Sub"), Berkeley and certain shareholders of
Berkeley.
In connection with the foregoing, I have examined originals or copies,
certified or otherwise identified to my satisfaction, of the Registration
Statement and the Berkeley Merger Agreement and of such corporate records,
certificates of public officials 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 legal
capacity of natural persons, the authenticity of all documents submitted to me
as original documents, the conformity to original documents of all documents
submitted to me as certified or photostatic copies and the authenticity of the
originals of such copies.
As to any facts material to this opinion which I did not independently
establish or verify, I have relied upon statements and representations of the
Company and its officers and agents and on certain certificates of public
officials (including those of the Delaware Secretary of State).
Based upon and subject to the foregoing, I am of the opinion that the
shares of Common Stock being registered pursuant to the Registration Statement
were legally issued and are 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/ Amy N. Lipton
Amy N. Lipton
Senior Vice President
and General Counsel
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of CUC International
Inc. for the registration of 595,664 shares of its common stock and to the
incorporation by reference therein of our report dated March 10, 1997, 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, 1997, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Stamford, Connecticut
May 9, 1997
Exhibit 23.3
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of the Registration Statement on Form S-3 of CUC International
Inc. of our report dated February 2, 1996, relating to the consolidated
financial statements of Ideon Group, Inc., which appears in the Annual Report on
Form 10-K of CUC International Inc. filed with the Securities and Exchange
Commission on May 1, 1997. We also consent to the reference to us under the
heading "Experts."
PRICE WATERHOUSE LLP
Tampa, Florida
May 9, 1997
Exhibit 23.4
ACCOUNTANTS' CONSENT
The Board of Directors
Davidson & Associates, Inc.
We consent to the incorporation by reference herein of our report dated February
21, 1996 with respect to the consolidated balance sheet of Davidson &
Associates, Inc. and subsidiaries as of December 31, 1995, and the related
consolidated statements of earnings, shareholders' equity, and cash flows for
each of the years in the two-year period ended December 31, 1995, and to the
reference to our firm under the heading "Experts" in the prospectus.
KPMG PEAT MARWICK LLP
Long Beach, California
May 9, 1997
Exhibit 23.5
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
CUC International Inc. on Form S-3 of our report dated June 24, 1996 relating to
the consolidated balance sheet of Sierra On-Line, Inc. and subsidiaries for the
year ended March 31, 1996 and the consolidated statements of operations,
stockholders' equity, and cash flows for the two years ended March 31, 1996 (not
presented separately therein), and to the reference to us under the heading
"Experts" in the Prospectus, which is part of this Registration Statement.
DELOITTE & TOUCHE LLP
Seattle, Washington
May 9, 1997
