Registration No. 333- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 -------------- 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 Sharesave 2000 Scheme Amended and Restated 1997 Stock Incentive Plan - -------------------------------------------------------------------------------- (Full Title of Plans) JAMES E. BUCKMAN, ESQ. Vice Chairman and General Counsel Cendant Corporation 9 West 57th Street New York, New York 10019 Tel: (212) 413-1800 Fax: (212) 413-1922 Copies to: ERIC J. BOCK, ESQ Senior Vice President, Legal Cendant Corporation 9 West 57th Street New York, New York 10019 Tel: (212) 413-1800 Fax: (212) 413-1922 - -------------------------------------------------------------------------------- (Name, Address, Telephone Number, Including Area Code, of Agent For Service) (Calculation of Registration Fee on Next Page) 78238 (1) Pursuant to Rule 457(h) under the Securities Act, the proposed maximum offering price and the registration fee for shares of CD Stock are based on the average of the high and low prices per share of CD Stock reported on the New York Stock Exchange Composite Tape on June 5, 2000.
CALCULATION OF REGISTRATION FEE ==================================================================================================================== Proposed Title Of Proposed Maximum Maximum Aggregate Amount Of Securities To Be Amount To Be Offering Price Per Offering Price(1) Registration Fee(1) Registered(1) Registered Share(1) - ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- common stock, $.01 par value, of the series 10,700,000 $12.96875 $138,765,625 $36,634.13 designated CD Stock - ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- Explanatory Note This Registration Statement on Form S-8 relates to up to (i) 700,000 shares of common stock, par value $.01 per share, of Cendant Corporation, of the series designated CD Stock ("CD Stock") issuable pursuant to the Cendant Corporation Sharesave 2000 Scheme (the "2000 Plan") and (ii) 10,000,000 shares of CD Stock issuable pursuant to the Cendant Corporation Amended and Restated 1997 Stock Incentive Plan (the "1997 Plan" and collectively with the 2000 Plan, the "Plans"). 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 Plans 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/or 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 for the fiscal year ended December 31, 1999, o our Quarterly Report on Form 10-Q for the period ended March 31, 2000, 2 o our Current Reports on Form 8-K dated February 3, 2000, April 6, 2000 and April 20, 2000 and o the description of our common stock contained in our Proxy Statement dated February 10, 2000. 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 Plans pursuant to this Registration Statement. Mr. Bock is a Senior 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 CD Stock and options to acquire shares of CD Stock and Move.com 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 3 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 9 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 4 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. 5 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 6 day of June 2000. 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 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 June 6, 2000 by the following persons in the capacities indicated. Name Title ---- ----- /s/ Henry R. Silverman Chairman of the Board, -------------------------- President, Chief Executive Henry R. Silverman Officer and Director (Principal Executive Officer) /s/ James E. Buckman Vice Chairman, -------------------------- General Counsel and Director James E. Buckman /s/ Stephen P. Holmes Vice Chairman and Director -------------------------- Stephen P. Holmes 6 Name Title ---- ----- /s/ David M. Johnson Senior Executive Vice President - -------------------------- and Chief Financial Officer David M. Johnson /s/ Jonathan Danski Executive Vice President and Chief Accounting - -------------------------- Officer (Principal Accounting Officer) Jonathan Danski - -------------------------- Director Myra J. Biblowit /s/ Leonard S. Coleman Director - -------------------------- Leonard S. Coleman /s/ Martin L. Edelman Director - -------------------------- Martin L. Edelman /s/ Dr. John C. Malone Director - -------------------------- Dr. John C. Malone /s/ The Rt. Hon. Brian Mulroney Director - ------------------------------- The Rt. Hon. Brian Mulroney, P.C., LL.D. Director - -------------------------- Robert E. Nederlander /s/ Robert W. Pittman Director - -------------------------- Robert W. Pittman /s/ Sheli Z. Rosenberg Director - -------------------------- Sheli Z. Rosenberg Name Title ---- ----- /s/ Leonard Schutzman Director -------------------------- Leonard Schutzman Director -------------------------- Robert F. Smith 8 EXHIBIT INDEX Exhibit Number Exhibit Description - ------- ------------------- 4.1 Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 of the Company's 1999 Annual Report on Form 10-K). 4.2 Amended and Restated By-Laws of the Company (incorporated by reference to Exhibit 3.2 of the Company's 1999 Annual Report on Form 10-K). 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. 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). 9
EXHIBIT 5.1 CENDANT CORPORATION 9 West 57th Street New York, New York 10019 June 6, 2000 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 Senior Vice President 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 (i) 700,000 shares of common stock, par value $.01 per share, of Cendant Corporation, of the series designated CD Stock ("CD Stock") issuable pursuant to the Cendant Corporation Sharesave 2000 Scheme (the "2000 Plan") and (ii) 10,000,000 shares of CD Stock issuable pursuant to the Cendant Corporation Amended and Restated 1997 Stock Incentive Plan (the "1997 Plan" and collectively with the 2000 Plan, the "Plans"). 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 Plans; (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 (iv) 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 Plans, 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 February 28, 2000, appearing in the Annual Report of Cendant Corporation on Form 10-K for the year ended December 31, 1999 (which expresses an unqualified opinion and includes an explanatory paragraph relating to a change in the method of recognizing revenue and membership solicitation costs as described in Note 1 to the consolidated financial statements). /s/ Deloitte & Touche LLP - ------------------------- Deloitte & Touche LLP New York, New York June 6, 2000