SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CENDANT CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation or Organization)
06-0918165
(I.R.S. Employer Identification No.)
9 West 57th Street, New York, New York 10019
(Address of Principal Executive Offices) (Zip Code)
CENDANT CORPORATION
1999 Non-Employee Directors Deferred Compensation Plan
JAMES E. BUCKMAN, ESQ.
Vice Chairman and General Counsel
Cendant Corporation
9 West 57th Street
New York, New York 10019
(Name and Address of Agent For Service)
Tel: (212) 413-1800
Fax: (212) 413-1922
(Telephone Number, Including Area Code, of Agent For Service)
Copies to:
ERIC J. BOCK, ESQ
Vice President, Legal
Cendant Corporation
9 West 57th Street
New York, New York 10019
Tel: (212) 413-1800 Fax: (212) 413-1922
CALCULATION OF REGISTRATION FEE
======================== ====================== ====================== ====================== ======================
Proposed
Title Of Proposed Maximum Maximum Aggregate Amount Of
Securities To Be Amount To Be Offering Price Per Offering Price1 Registration Fee1
Registered1 Registered Share1
======================== ====================== ====================== ====================== ======================
Common Stock, $.01 par
value 80,000 $18.0625 $1,445,000 $402
======================== ====================== ====================== ====================== ======================
1 Pursuant to Rules 457 (c) and (b) under the Securities Act, the proposed
maximum offering price and the registration fee are based on the average of the
high and low prices per share of the Company's Common Stock reported on the New
York Stock Exchange Composite Tape on May 13, 1999.
Explanatory Note
This Registration Statement on Form S-8 relates to up to 80,000 shares of common
stock, par value $.01 per share, of Cendant Corporation ("Company Common Stock")
issuable pursuant to the Cendant Corporation 1999 Non-Employee Directors
Deferred Compensation Plan (the "1999 Plan").
PART I
INFORMATION REQUIRED IN THE 10 (a) PROSPECTUS
The documents containing the information specified in this Part I will
be sent or given to all participants in the 1999 Plan as specified by Rule
428(b) (1) under the Securities Act. Such documents are not filed with the
Securities and Exchange Commission (the "SEC") 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 the
prospectuses (the "Prospectuses") that meet the requirements of Section 10(a) of
the Securities Act relating to the Plans.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The SEC allows us to "incorporate by reference" the information we file
with them, which means:
o incorporated documents are considered part of this Registration Statement and
the Prospectuses,
o we can disclose important information to you by referring you to those
documents,
o information that we file with the SEC will automatically update this
Registration Statement and update and supersede the Prospectuses, and
o any statement contained in a document incorporated or deemed to be
incorporated by reference in the Prospectuses shall be deemed to be
modified or superseded for the purposes of this Registration
Statement and the Prospectuses to the extent that a statement
contained in the Registration Statement or the Prospectuses or in any
subsequently filed document that also is or is deemed to be
incorporated by reference in the Registration Statement or the
Prospectuses modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of the Prospectuses.
We incorporate by reference the documents listed below that we filed
with the SEC under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"):
o our Annual Report on Form 10-K/A for the fiscal year ended December 31, 1998,
o our Quarterly report on Form 10-Q for the quarterly period ended March 31,
1999,
o our Current Reports on Form 8-K dated January 8, 1999, February 3, 1999,
February 4, 1999, February 11, 1999, February 16, 1999 and March 19,
1999, and April 22, 1999,
o the description of our common stock contained in the Registration Statements
on Form 8-A dated July 27, 1984 and August 15, 1989.
We also incorporate by reference each of the following documents that
we will file with the SEC after the date of this Registration Statement:
o Reports filed under Sections 13(a) and (c) of the Exchange Act.
o Proxy or information statements filed under Section 14 of the Exchange Act in
connection with any subsequent stockholders' meeting, and
o Any reports filed under Section 15(d) of the Exchange Act.
You may request a copy of any filings referred to above (excluding
exhibits), at no cost, by contacting us at the following address:
Investor Relations
Cendant Corporation
9 West 57th Street
New York, New York 10019
Telephone: (212) 413-1833
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Eric J. Bock, Esq. has rendered an opinion on the validity of the
securities being registered under the 1999 Plan pursuant to this Registration
Statement. Mr. Bock is a Vice President of the Registrant. A copy of this
opinion is attached as Exhibit 5.1 to this Registration Statement. Mr. Bock
holds shares of Company Common Stock and options to acquire shares of Company
Common Stock.
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 or
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 herein, 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 Company'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 Company's Restated
Certificate of Incorporation contains a provision eliminating the personal
liability of a director to the Company or its stockholders for monetary damages
for breach of fiduciary duty as a director, subject to certain exceptions.
The Company has also agreed to indemnify certain predecessor auditors for
the payment of certain costs and expenses incurred as a result of the consent of
such auditor to the inclusion of its audit reports on the Company's past
financial statements in this Registration Statement.
Item 7. Exemption From Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The exhibit index appears on page 10 herein.
Item 9. Required Undertakings.
The undersigned Company hereby undertakes:
(a)(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 of 1933, as amended (the "Securities
Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the registration statement;
(iii) 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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Company pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference in the 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 Company hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Company's annual report pursuant to Section 13(a) or 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 the 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.
(h) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of the Company 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 Company of expenses
incurred or paid by a director, officer or controlling person of the Company 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 Company 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, 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 New York, State of New York, on this 13 day of May
1999.
CENDANT CORPORATION
(Registrant)
By: /s/ James E. Buckman
James E. Buckman
Vice Chairman
and General Counsel
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints James E. Buckman, Jeanne
M. Murphy and Eric J. Bock, 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
attorney-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 as of May 13, 1999 by the following
persons in the capacities indicated.
Name Title
---- -----
/s/ Henry R. Silverman Chairman of the Board,
Henry R. Silverman President, Chief Executive
Officer and Director
(Principal Executive Officer)
/s/ James E. Buckman Vice Chairman,
James E. Buckman General Counsel and Director
/s/ Stephen P. Holmes Vice Chairman and Director
Stephen P. Holmes
/s/ Robert D. Kunisch Vice Chairman and Director
Robert D. Kunisch
/s/ Michael P. Monaco Vice Chairman and Director
Michael P. Monaco
/s/ David M. Johnson Senior Executive Vice President
David M. Johnson and Chief Financial Officer
/s/ Jon F. Danski Executive Vice President and
Jon F. Danski Chief Accounting Officer
(Principal Accounting Officer)
/s/ John D. Snodgrass Director
John D. Snodgrass
/s/ Leonard S. Coleman Director
Leonard S. Coleman
/s/ Martin L. Edelman Director
Martin L. Edelman
/s/ Carole G. Hankin Director
Dr. Carole G. Hankin
/s/ Brian Mulroney Director
The Rt. Hon. Brian Mulroney,
P.C., LL.D.
/s/ Robert E. Nederlander Director
Robert E. Nederlander
/s/ Robert W. Pittman Director
Robert W. Pittman
/s/ E. John Rosenwald, Jr. Director
E. John Rosenwald, Jr.
/s/ Robert P. Rittereiser Director
Robert P. Rittereiser
/s/ Leonard Schutzman Director
Leonard Schutzman
/s/ Robert F. Smith Director
Robert F. Smith
/s/ Craig R. Stapleton Director
Craig R. Stapleton
EXHIBIT INDEX
Exhibit
Number Exhibit Description
- -------- -----------------------------------------------------------------
4.1 Amended and Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 1.1 to the Company's
Registration Statement on Form S-3, No. 333-45227).
4.2 Amended and Restated By-Laws of the Company (incorporated by
reference to Exhibit 4.2 of the Company's Registration
Statement on Form S-8 No. 333-69505).
5.1 Opinion of Eric J. Bock, Esq. as to the legality of the shares
being issued (including consent).
23.1 Consent of Deloitte & Touche LLP relating to the financial
statements of Cendant Corporation.
23.2 Consent of KPMG LLP relating to the financial statements of PHH
Corporation.
23.3 Consent of Eric J. Bock, Esq. (included in Exhibit 5.1).
24.1 Powers of Attorney of certain officers and directors of the
Company (included on the signature page of this Registration
Statement).
EXHIBIT 5.1
CENDANT CORPORATION
9 West 57th Street
New York, New York 10019
May 13, 1999
Cendant Corporation
9 West 57th Street
New York, New York 10019
Re: Cendant Corporation Registration
Statement on Form S-8
Ladies and Gentlemen:
I am Vice President, Legal of Cendant Corporation, a Delaware
corporation (the "Company"), and am rendering this opinion in connection with
the Company's filing of a Registration Statement on Form S-8 (the "Registration
Statement") pursuant to the Securities Act of 1933, as amended (the "Securities
Act"), on the date hereof with the Securities and Exchange Commission (the
"Commission"). The Company is filing this Registration Statement in order to
register up to 80,000 shares of the common stock, par value $.01 per share, of
the Company ("Company Common Stock") issuable pursuant to the Cendant
Corporation 1999 Non-Employee Directors Deferred Compensation Plan (the "1999
Plan").
This opinion is being furnished in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act.
In connection with rendering this opinion, I have examined and am
familiar with originals or copies, certified or otherwise identified to my
satisfaction, of the following documents: (i) the 1999 Plan; (ii) the Amended
and Restated Certificate of Incorporation of the Company, as amended to the date
hereof; (iii) resolutions of the Board of Directors of the Company; and (vi)
such other certificates, instruments and documents as I considered necessary or
appropriate for the purposes of this opinion.
In my examination, I have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted to me as originals, the conformity to original documents of all
documents submitted to me as certified, conformed or photostatic copies and the
authenticity of the originals of such copies. In making my examination of
documents executed by parties other than the Company, I have assumed that such
parties had the power, corporate or other, to enter into and perform all
obligations thereunder and also have assumed the due authorization by all
requisite action, corporate or other, and execution and delivery by such parties
of such documents and the validity and binding effect thereof on such parties.
As to any facts material to the opinion expressed herein which we have not
independently established or verified, I have relied upon statements and
representations of officers and other representatives of the Company and others.
I am admitted to the Bars of the State of New York and New Jersey, and
I do not express any opinion as to the law of any jurisdiction except for the
General Corporation Law of the State of Delaware.
Based upon and subject to the foregoing, I am of the opinion that the
shares of Company Common Stock, when issued in accordance with the terms and
conditions of the 1999 Plan, will be validly issued, fully paid and
non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, however, I do not thereby admit
that I am within the category of persons whose consent is required under Section
7 of the Securities Act and the rules and regulations of the Commission
thereunder.
Very truly yours,
/s/ Eric J. Bock
Eric J. Bock
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Cendant Corporation on Form S-8 of our report dated May 10, 1999 (which
expresses an unqualified opinion and includes explanatory paragraphs relating to
certain litigation as described in Note 18, and the change in the method of
recognizing revenue and membership solicitation costs as described in Note 2),
appearing in the Annual Report on Form 10-K/A of Cendant Corporation for the
year ended December 31, 1998.
DELOITTE & TOUCHE LLP
/s/ Deloitte & Touche LLP
Parsippany, NJ
May 10, 1999
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
PHH Corporation:
We consent to the use of our report dated April 30, 1997, with respect to the
consolidated statements of income, shareholder's equity, and cash flows of PHH
Corporation and subsidiaries (the "Company") for the year ended December 31,
1996, before the restatement related to the merger of Cendant Corporation's
relocation business with the Company and reclassifications to conform to the
presentation used by Cendant Corporation, which report is included in the Annual
Report on Form 10-K/A of Cendant Corporation for the year ended December 31,
1998, incorporated by reference herein.
/s/ KPMG LLP
Baltimore, Maryland
May 14, 1999