-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FjLRdyuDhg7UzOQwR86jjxRSuyRRcWKaA8X22/UrgHwZDZLaSshaeaoylk8u1iZb S50n5OJPeNGU/o8W3CalHg== 0001047469-99-023182.txt : 19990607 0001047469-99-023182.hdr.sgml : 19990607 ACCESSION NUMBER: 0001047469-99-023182 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990604 EFFECTIVENESS DATE: 19990604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CCC INFORMATION SERVICES GROUP INC CENTRAL INDEX KEY: 0001017917 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 541242469 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-79983 FILM NUMBER: 99640558 BUSINESS ADDRESS: STREET 1: WORLD TRADE CENTER CHICAGO STREET 2: 444 MERCHANDISE MART CITY: CHICAGO STATE: IL ZIP: 60654 BUSINESS PHONE: 3122224636 S-8 1 S-8 As filed with the Securities and Exchange Commission on June 4, 1999 Registration No. 333- - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ______________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ______________________ CCC INFORMATION SERVICES GROUP INC. (Exact name of registrant as specified in its charter) Delaware 54-124269 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 444 Merchandise Mart Chicago, Illinois 60654 (312) 222-4636 (Address, including ZIP code, and telephone number, including area code, of registrant's principal executive offices) CCC INFORMATION SERVICES GROUP INC. 1997 STOCK OPTION PLAN (Full title of plan) Leonard L. Ciarrocchi Copy to: Executive Vice President LELAND E. HUTCHINSON, ESQ. Chief Financial Officer Winston & Strawn CCC Information Services Group Inc. 35 West Wacker Drive 444 Merchandise Mart Chicago, Illinois 60601 Chicago, Illinois 60654 (312) 558-7336 (312) 222-4636 (Name, address, including ZIP code, and telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------- Proposed Proposed Title of securities Amount to be maximum offering maximum aggregate Amount of to be registered registered price per share (1) offering price (1) registration fee - ------------------------------------------------------------------------------------------------- Common Stock, 1,000,000 shs. $12.50 $12,500,000.00 $3,687.50 par value $.10 per share - -------------------------------------------------------------------------------------------------
(1) Calculated pursuant to Rule 457(h) of the Securities Act of 1933, as amended, based upon the average of the bid and ask price of the common stock, par value $.10 per share, of CCC Information Services Group Inc. on the Nasdaq National Market System on June 1, 1999. This registration statement covers 1,000,000 additional shares of the common stock of the registrant, par value $.10 per share, to be issued pursuant to the CCC Information Services Group Inc. 1997 Stock Option Plan to bring the total number of shares under the Plan to 2,500,000. The contents of the registration statements on Form S-8 heretofore filed with the Commission (File Nos. 333-26001 and 333-67645) are incorporated by reference in this registration statement. II-1 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Company 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 Chicago, State of Illinois, on June 1, 1999. CCC INFORMATION SERVICES GROUP INC. By: /s/ David M. Phillips ------------------------------- David M. Phillips Chairman and Chief Executive Officer POWER OF ATTORNEY The undersigned directors and executive officers of CCC Information Services Group Inc. do hereby constitute and appoint David M. Phillips and Leonard L. Ciarrocchi and each of them, with full power of substitution, our true and lawful attorneys-in-fact and agents to do any and all acts and things in our name and behalf in our capacities as directors and officers, and to execute any and all instruments for us and in our names in the capacities indicated below which such person may deem necessary or advisable to enable CCC Information Services Group Inc. to comply with the Securities Act of 1933, as amended (the "Securities Act"), and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this Registration Statement, including specifically, but not limited to, power and authority to sign for us, or any of us, in the capacities indicated below and any and all amendments (including pre-effective and post-effective amendments) hereto; and we do hereby ratify and confirm all that such person or persons shall do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on June 1, 1999.
Signature Title ---------- ----- /s/ David M. Phillips Director, Chairman and - ----------------------- Chief Executive Officer David M.Phillips (Principal Executive Officer) /s/ Githesh Ramamurthy Director, President and Chief - ----------------------- Operating Officer Githesh Ramamurthy /s/ Leonard L. Ciarrocchi Executive Vice President and - ------------------------- Chief Financial Officer Leonard L. Ciarrocchi (Principal Financial Officer) /s/ Michael P. Devereux Senior Vice President - Chief - ------------------------- Accounting Officer Michael P. Devereux (Principal Accounting Officer) /s/ Morgan W. Davis Director - ----------------------- Morgan W. Davis /s/ Michael R. Eisenson Director - ----------------------- Michael R. Eisenson /s/ Thomas L. Kempner Director - ----------------------- Thomas L. Kempner /s/ Dudley C. Mecum Director - ----------------------- Dudley C. Mecum /s/ Mark A. Rosen Director - ----------------------- Mark A. Rosen /s/ Michael R. Stanfield Director - ------------------------ Michael R. Stanfield /s/ Herbert S. Winokur, Jr. Director - --------------------------- Herbert S. Winokur, Jr.
II-3 INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8
Exhibit Number Description of Document Page - ------- ----------------------- ------ *5.01 Opinion of Winston & Strawn as to the legality of the securities being registered. *23.01 Consent of Winston & Strawn (included in its opinion filed as Exhibit 5.01). *23.02 Consent of PricewaterhouseCoopers LLP. 25.01 Powers of Attorney (included on signature page).
______________________ * Filed herewith. EX-5.01 2 EXHIBIT 5.01 Exhibit 5.01 CCC Information Services Group Inc. June 3, 1999 444 Merchandise Mart Chicago, Illinois 60654 Re: 1,000,000 Shares of Common Stock, $0.10 par value, of CCC Information Services Group Inc. -------------------------------------------------- Dear Sir or Madam: We refer to the Registration Statement on Form S-8 (the "Registration Statement") filed by CCC Information Services Group Inc. (the "Company") with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), relating to the registration of 1,000,000 additional shares of Common Stock, $0.10 par value (the "Shares"), of the Company which may be issued upon exercise of stock options granted to employees of the Company pursuant to the CCC Information Services Group 1997 Stock Option Plan (the "Plan"). We are familiar with the proceedings to date with respect to the Plan and the proposed issuance and sale of the Shares and have examined such records, documents and questions of law, and satisfied ourselves as to such matters of fact, as we have considered relevant and necessary as a basis for this opinion. Based on the foregoing, we are of the opinion that: 1. The Company is duly incorporated and validly existing under the laws of the State of Delaware. 2. The Shares will be, as and when acquired in accordance with the terms and conditions of the Plan, legally issued, fully paid and non-assessable under the Delaware General Corporation Law. We do not find it necessary for the purposes of this opinion to cover, and accordingly we express no opinion as to, the application of the securities or blue sky laws of the various states to the sale of the Shares. We hereby consent to the filing of this opinion as an Exhibit to the Registration Statement and to all references to our firm included in or made a part of the Registration Statement. Very truly yours, Winston & Strawn -2- EX-23.02 3 EXHIBIT 23.02 Exhibit 23.02 Consent of PricewaterhouseCoopers LLP We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 31, 1999, appearing in CCC Information Services Group Inc.'s Annual Report on Form 10-K for the year ended December 31, 1998. PricewaterhouseCoopers LLP Chicago, Illinois June 3, 1999 -----END PRIVACY-ENHANCED MESSAGE-----