-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, P/iZAg9+l7ua2RMN5ehFKurrKz6H8tWfsFOSy/Qx3+hlcWm04tOWtK8GdOq2vLTF YeSqOkyls7g6AHozR/19NQ== 0000912057-94-003712.txt : 19941108 0000912057-94-003712.hdr.sgml : 19941108 ACCESSION NUMBER: 0000912057-94-003712 CONFORMED SUBMISSION TYPE: S-4 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19941107 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CERIDIAN CORP CENTRAL INDEX KEY: 0000109758 STANDARD INDUSTRIAL CLASSIFICATION: 3570 IRS NUMBER: 520278528 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 033-56351 FILM NUMBER: 94557947 BUSINESS ADDRESS: STREET 1: 8100 34TH AVE S CITY: MINNEAPOLIS STATE: MN ZIP: 55425 BUSINESS PHONE: 6128538100 FORMER COMPANY: FORMER CONFORMED NAME: CONTROL DATA CORP /DE/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: COMMERCIAL CREDIT CO DATE OF NAME CHANGE: 19680910 S-4 1 S-4 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 7, 1994 REGISTRATION NUMBER 33- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ CERIDIAN CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 7374 52-0278528 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification No.)
------------------------ 8100 34TH AVENUE SOUTH MINNEAPOLIS, MINNESOTA 55425 (612) 853-8100 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ------------------------ JOHN A. HAVEMAN CERIDIAN CORPORATION 8100 34TH AVENUE SOUTH MINNEAPOLIS, MINNESOTA 55425 (612) 853-7425 (Name, address, including zip code, and telephone number, including area code, of agent for service) ------------------------ APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT ------------------------ 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, check the following box. /X/ If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. / / ------------------------ CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED MAXIMUM MAXIMUM AGGREGATE AMOUNT OF TITLE OF EACH CLASS OF SECURITIES AMOUNT TO OFFERING PRICE OFFERING REGISTRATION TO BE REGISTERED BE REGISTERED PER SHARE (1) PRICE (1) FEE (1) 5,000,000 Common Stock, $.50 par value....... shares $25.875 $129,375,000 $44,612 (1) Estimated solely for calculating the amount of the registration fee pursuant to Rule 457(c) of the Securities and Exchange Commission, based on the average high and low sale prices reported for such shares on the New York Stock Exchange composite tape on November 1, 1994.
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 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- CERIDIAN CORPORATION CROSS REFERENCE SHEET BETWEEN ITEMS IN FORM S-4 AND LOCATION IN PROSPECTUS
FORM S-4 ITEM NUMBER AND CAPTION CAPTION OR LOCATION IN PROSPECTUS - ------------------------------------------------------------- -------------------------------------------------------- 1. Forepart of Registration Statement and Outside Front Cover Page of Prospectus................... Outside Front Cover Page 2. Inside Front and Outside Back Cover Page of Prospectus....................................... Available Information; Documents Incorporated by Reference; Outside Back Cover Page 3. Risk Factors, Ratio of Earning to Fixed Charges and Other Information............................ Outside Front Cover Page; The Company; Selected Consolidated Financial Data 4. Terms of the Transaction.......................... * 5. Pro Forma Financial Information................... * 6. Material Contacts with the Company Being Acquired......................................... * 7. Additional Information Required for Reoffering by Persons and Parties Deemed to be Underwriters.... * 8. Interests of Named Experts and Counsel............ Validity of Common Stock 9. Disclosure of Commission Position on Indemnification for Securities Act Liabilities... * 10. Information with Respect to S-3 Registrants....... Outside Front Cover Page; Documents Incorporated by Reference; The Company; Price Range of Common Stock and Dividend Policy; Description of Common Stock 11. Incorporation of Certain Information by Reference........................................ Documents Incorporated by Reference 12. Information with Respect to S-2 or S-3 Registrants...................................... * 13. Incorporation of Certain Information by Reference........................................ * 14. Information with Respect to Registrants Other Than S-3 or S-2 Registrants........................... * 15. Information with Respect to S-3 Companies......... * 16. Information with Respect to S-2 or S-3 Companies........................................ * 17. Information with Respect to Companies Other Than S-3 or S-2 Companies............................. * 18. Information if Proxies, Consents or Authorizations are to be Solicited.............................. * 19. Information if Proxies, Consents or Authorizations are not to be Solicited or in an Exchange Offer............................................ *
- ------------------------ * Inapplicable or answer negative upon the date of filing of this Registration Statement; such information may be included in post-effective amendments to this Registration Statement or supplements to the prospectus contained herein. SUBJECT TO COMPLETION, DATED NOVEMBER 7, 1994 PROSPECTUS 5,000,000 SHARES [LOGO] COMMON STOCK This Prospectus relates to 5,000,000 shares of common stock, $.50 par value (the "Common Stock"), of Ceridian Corporation ("Ceridian") that may be offered and issued by Ceridian from time to time in connection with acquisitions of other businesses or properties by Ceridian or by subsidiaries of Ceridian. Ceridian intends to concentrate its acquisitions in areas related to the current businesses of Ceridian, with a primary emphasis on acquisitions related to its Information Services businesses, Ceridian Employer Services and Arbitron. If the opportunity arises, however, Ceridian may attempt to make acquisitions which are either complementary to its present operations or which it considers advantageous even though they may be dissimilar to is present activities. The consideration for any such acquisition may consist of shares of Common Stock, cash, notes or other evidences of debt, assumptions of liabilities or a combination thereof, as determined from time to time by negotiations between Ceridian and the owners or controlling persons of businesses or properties to be acquired. The shares covered by this Prospectus may be issued in exchange for shares of capital stock, partnership interests or other assets representing an interest, direct or indirect, in other companies or other entities, in exchange for assets used in or related to the business of such entities or otherwise pursuant to the agreements providing for such acquisitions. The terms of such acquisitions and of the issuance of shares of Common Stock under acquisition agreements will generally be determined by direct negotiations with the owners or controlling persons of the business or properties to be acquired or, in the case of entities that are more widely held, through exchange offers to stockholders or documents soliciting the approval of statutory mergers, consolidations or sales of assets. It is anticipated that the shares of Common Stock issued in any such acquisition will be valued at a price reasonably related to the market value of the Common Stock either at the time of agreement on the terms of an acquisition or at or about the time of delivery of the shares. It is not expected that underwriting discounts or commissions will be paid by Ceridian in connection with issuances of shares of Common Stock under this Prospectus. However, finders' fees or brokers' commissions may be paid from time to time in connection with specific acquisitions, and such fees may be paid through the issuance of shares of Common Stock covered by this Prospectus. Any person receiving such a fee may be deemed to be an underwriter within the meaning of the Securities Act of 1933. Ceridian Common Stock is listed on the New York Stock Exchange under the symbol "CEN." The last reported sale price of Ceridian Common Stock on the New York Stock Exchange on November 1, 1994 was $25.75. ------------------------ 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. ------------------------ THE DATE OF THIS PROSPECTUS IS , 1994. AVAILABLE INFORMATION Ceridian 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"). Such reports, proxy statements and other information can be inspected and copied at the Public Reference Section of the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the following Regional Offices of the Commission: New York Regional Office, 7 World Trade Center, 13th Floor, New York, New York 10048; and Chicago Regional Office, Northwestern Atrium Center, Suite 1400, 500 West Madison Street, Chicago, Illinois 60661. Copies of such material can also be obtained from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. Such reports, proxy statements and other information concerning Ceridian can also be inspected at the offices of the New York Stock Exchange, 20 Broad Street, New York, N.Y. 10005. DOCUMENTS INCORPORATED BY REFERENCE The following documents filed with the Commission by Ceridian (File No. 1-1969) are incorporated into this Prospectus by reference: (1) Ceridian's Annual Report on Form 10-K for the fiscal year ended December 31, 1993; (2) Ceridian's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1994, June 30, 1994 and September 30, 1994; (3) Ceridian's Current Report on Form 8-K dated June 24, 1994; and (4) all other reports filed by Ceridian pursuant to Sections 13 or 15(d) of the Exchange Act since December 31, 1993. All documents filed by Ceridian pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus and prior to the termination of the offering hereunder shall be deemed to be incorporated by reference in this Prospectus and to be a part hereof from the date of filing of such documents. Any statement contained herein or in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT PRESENTED HEREIN OR DELIVERED HEREWITH. COPIES OF THESE DOCUMENTS (OTHER THAN EXHIBITS THERETO) ARE AVAILABLE WITHOUT CHARGE, UPON WRITTEN OR ORAL REQUEST BY A PERSON TO WHOM THIS PROSPECTUS HAS BEEN DELIVERED, FROM STOCKHOLDER SERVICES, CERIDIAN CORPORATION, 8100 34TH AVENUE SOUTH, MINNEAPOLIS, MINNESOTA 55425; TELEPHONE NUMBER (612) 853-4373. IN ORDER TO ENSURE TIMELY DELIVERY OF THE DOCUMENTS, ANY REQUEST SHOULD BE MADE AT LEAST FIVE BUSINESS DAYS PRIOR TO THE DATE ON WHICH A FINAL INVESTMENT DECISION IS TO BE MADE. 2 THE COMPANY Ceridian is comprised of two business segments, Information Services and Defense Electronics. Ceridian was founded in 1957 and is incorporated in Delaware. The principal executive office of Ceridian is located at 8100 34th Avenue South, Minneapolis, Minnesota 55425, telephone (612) 853-8100. The Information Services segment provides technology-based services to businesses on a repetitive or subscription basis and consists of Ceridian Employer Services ("Employer Services") and Arbitron. The technology-based products and services of the Information Services businesses are typically provided through long-term customer relationships that result in a high level of recurring revenue. Employer Services offers a broad range of services designed to help employers manage their work forces more effectively, including payroll processing, payroll tax filing, human resource information services and employee assistance programs. The substantial majority of Employer Services' revenue is attributable to payroll processing and payroll tax filing services. Payroll processing consists primarily of preparing and furnishing employee payroll checks, direct deposit advices and supporting journals, summaries and other reports. Payroll tax filing services consist primarily of processing federal, state and local withholding taxes on behalf of employers and remitting such taxes to the appropriate taxing authorities. These payroll-related services are typically priced on a fee-per-item-processed basis, and quarterly revenue consequently fluctuates with the volume of items processed. Employer Services also derives a portion of its payroll tax filing revenue from interest income it receives on tax filing deposits temporarily held pending remittance on behalf of customers to taxing authorities. As a result, quarterly revenue and profitability will vary as a result of changes in interest rates and in the amount of tax filing deposits held by Employer Services. Employer Services' human resources information service provides application software to customers that enable them to combine their payroll and human resource information databases. This enables the customer to create a single database of employee information for on-line inquiry, updating and reporting in areas vital to human resource administration and management. Employer Services' employee assistance service provides confidential, around-the-clock assessment and referral services to customers' employees to help them address legal and financial problems, substance abuse, childcare, eldercare and other personal problems. Employer Services maintains a network of professional counselors who are available to work with employees to solve problems and to provide referrals to specialists if such referrals are warranted by the circumstances. Arbitron is the leading provider of radio audience measurement information in terms of revenue and market share, and also provides media and marketing information to radio and television broadcasters, cable operators, advertising agencies and advertisers. Arbitron's proprietary data regarding radio audience size and demographics is provided to customers through multi-year subscription agreements. In addition, through certain joint ventures and licensing arrangements, Arbitron has access to services that monitor television and other commercials and provide data regarding product purchasing decisions. The Defense Electronics segment, consisting of Computing Devices International ("Computing Devices"), develops, manufactures and markets electronic systems, subsystems and components, and provides systems integration and other services, primarily to government defense agencies. Computing Devices' products and services feature its capabilities in signal processing, digital image manipulation, "ruggedized" subsystems for harsh environments and real-time software systems. A majority of Computing Devices' revenue is attributable to products and services relating to avionics systems, including the AN/AYK-14 standard Navy airborne mission computer systems; communication systems, including the Iris tactical command, control and communications system; and intelligence and surveillance systems, including advanced parallel processing and reconnaissance systems. The remainder of Computing Devices' revenue is primarily attributable to products and services relating to shipboard subsystems, anti-submarine warfare subsystems, ground subsystems, space processing, 3 display subsystems and tactical reconnaissance systems. Computing Devices employs technology developed through internal research and development, contract research and development and customer funded development programs. From 1986 to 1993, Ceridian significantly reshaped its operations through divestitures, liquidations and other restructurings of various assets and business units. It has narrowed and reoriented the focus of its continuing operations to businesses that provide technology-based services pursuant to long-term customer relationships. Ceridian's restructuring actions, including the fourth quarter 1993 discontinuance of Arbitron's syndicated television and cable ratings service, resulted in large charges against Ceridian's earnings, including a $67.0 million net restructuring charge in the fourth quarter 1993. As a result of its restructuring activities and other operating losses, Ceridian has net operating loss carryforwards of approximately $1.3 billion for U.S. federal income tax purposes, which expire during the period 1997-2007 and may be used, to the extent available, to offset its U.S. earnings during the carryforward period. Ceridian's objectives are to improve profitability through investment in technology and improved operating efficiencies in each of its primary businesses and to pursue opportunities for growth internally and through selected strategic acquisitions. 4 SELECTED CONSOLIDATED FINANCIAL DATA The following selected consolidated financial data for and as of the end of each of the years in the five-year period ended December 31, 1993 have been derived from the consolidated financial statements of Ceridian, which statements have been audited by KPMG Peat Marwick LLP, independent certified public accountants. The consolidated financial data for the nine months ended September 30, 1994 and 1993 have been derived from the unaudited consolidated financial statements for Ceridian which, in the opinion of management, reflect all adjustments (which include only normal recurring adjustments, except as set forth in the notes to those financial statements) necessary to present fairly the financial position and results of its operations for such periods. The results of operations for the nine months ended September 30, 1994 are not necessarily indicative of results expected for the full fiscal year.
NINE MONTHS ENDED SEPTEMBER 30, YEARS ENDED DECEMBER 31, -------------------- ----------------------------------------------------- 1994 1993 1993 1992 1991 1990 1989 --------- --------- --------- --------- --------- --------- --------- (IN MILLIONS, EXCEPT SHARE AND PER SHARE DATA) CONSOLIDATED STATEMENT OF OPERATIONS DATA(1): Revenue.......................................... $ 682.2 $ 659.2 $ 886.1 $ 830.3 $ 763.0 $ 936.2 $ 1,845.2 Cost of revenue.................................. 442.2 450.9 606.0 575.1 488.5 600.2 1,350.3 --------- --------- --------- --------- --------- --------- --------- Gross profit..................................... 240.0 208.3 280.1 255.2 274.5 336.0 494.9 Operating Expenses: Selling, general and administrative............ 148.3 130.2 178.1 164.5 173.5 215.8 325.6 Technical expense.............................. 36.2 37.2 48.6 46.9 46.2 68.9 148.9 Other expense (income)......................... (0.7) (1.2) (3.5) (6.9) 2.1 (0.3) (9.4) Restructure loss (gain)........................ -- -- 67.0 76.2 (16.2) 1.5 529.0 --------- --------- --------- --------- --------- --------- --------- Earnings (Loss) before interest and taxes........ 56.2 42.1 (10.1) (25.5) 68.9 50.1 (499.2) Earnings (Loss) before income taxes.............. 62.8 35.6 (18.2) (24.0) 70.2 48.7 (524.1) Earnings (Loss) from continuing operations....... 57.8 32.0 (22.0) (29.1) 66.1 45.3 (521.5) Earnings (Loss) from discontinued operations (2)............................................. -- -- -- (321.6) (74.7) (42.6) (158.9) Extraordinary loss (3)........................... -- -- 8.4 -- 1.2 -- -- Cumulative effect of accounting change (4)....... -- -- -- 41.8 -- -- -- --------- --------- --------- --------- --------- --------- --------- Net earnings (loss) (5).......................... 57.8 32.0 (30.4) (392.5) (9.8) 2.7 (680.4) --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Earnings (Loss) from continuing operations per common share.................................... $ 1.05 $ 0.75 $ (0.52) $ (0.69) $ 1.54 $ 1.05 $ (12.35) Earnings (Loss) per fully diluted common share... $ 1.03 $ 0.75 $ (0.71) $ (9.22) $ (0.24) $ 0.05 $ (16.11) --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Weighted average common shares outstanding (in thousands) adjusted for full dilution........... 56,257 42,891 43,131 42,617 42,526 42,517 42,256
AS OF DECEMBER 31, AS OF SEPTEMBER ----------------------------------------------------- 30, 1994 1993 1992 1991 1990 1989 --------------- --------- --------- --------- --------- --------- (IN MILLIONS, EXCEPT EMPLOYEE AND PER SHARE DATA) CONSOLIDATED BALANCE SHEET DATA (1): Cash and short-term investments................... $ 196.9 $ 215.8 $ 152.8 $ 193.5 $ 206.9 $ 252.2 Total assets...................................... 686.9 615.7 530.1 974.7 1,179.0 1,377.0 Debt obligations.................................. 19.1 19.4 187.6 184.1 337.9 353.4 Stockholders' equity (deficit).................... 168.4 111.3 (100.9) 446.2 448.4 435.4 Stockholders' equity (deficit) per common share... $ (1.51) $ (2.82) $ (2.36) $ 10.24 $ 10.29 $ 10.00 Number of employee at end of period (6)........... 7,300 7,600 8,800 9,600 10,500 11,100 - ------------------------------ (1) The comparative amounts in this table are significantly affected by the disposition of a number of the Company's businesses which did not meet the criteria for treatment as discontinued operations, particularly Imprimis Technology Incorporated, ETA Systems Incorporated and VTC Incorporated in 1989 and Micrognosis, Inc. in 1990. (2) The Company's former Computer Products business, Automated Wagering division and Empros division are reflected in this table as discontinued operations. (3) The extraordinary losses in 1993 and 1991 are due to the early retirement of debt. (4) Reflects the adoption by the Company in 1992 of Financial Accounting Standard No. 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions." (5) Before payment of $9.7 million of dividends during 1994 on the 5 1/2% Cumulative Convertible Exchangeable Preferred Stock issued in December 1993. (6) Includes full-time and part-time personnel for continuing operations.
5 PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY Ceridian's Common Stock is listed on the New York Stock Exchange (the "NYSE"), the Pacific Stock Exchange and the Chicago Stock Exchange and is reported on the NYSE Composite Tape under the symbol "CEN." The following table sets forth, for each of the calendar periods indicated, the reported high and low sales prices per share of the Common Stock on the NYSE Composite Tape.
HIGH LOW -------- -------- 1992 First Quarter........................................................... $ 12 3/4 $ 9 1/8 Second Quarter.......................................................... 14 1/8 11 Third Quarter........................................................... 16 1/8 13 1/8 Fourth Quarter.......................................................... 17 1/4 13 3/4 1993 First Quarter........................................................... $ 16 1/8 $ 14 3/8 Second Quarter.......................................................... 16 1/8 13 Third Quarter........................................................... 18 1/2 14 3/8 Fourth Quarter.......................................................... 19 7/8 17 1/2 1994 First Quarter........................................................... $ 24 3/4 $ 18 1/2 Second Quarter.......................................................... 25 5/8 21 1/2 Third Quarter........................................................... 27 1/2 24 Fourth Quarter (through October 31, 1994)............................... 26 3/4 23 5/8
As of September 30, 1994, there were 44,952,595 shares of Common Stock outstanding held by approximately 22,700 holders of record. No cash dividends have been declared on the Common Stock since 1985. The terms of Ceridian's domestic revolving credit agreement (which expires on May 31, 1995) limit the payment by Ceridian of cash dividends on its Common Stock. Unless cumulative dividends on Ceridian's 5 1/2% Cumulative Convertible Exchangeable Preferred Stock (the "5 1/2% Preferred Stock") have been paid in full, the payment of dividends on the Common Stock is prohibited. Subject to the limitations in Ceridian's revolving credit agreement, and the payment in full of cumulative dividends on the 5 1/2% Preferred Stock, the payment of future dividends on the Common Stock and the amounts thereof will be determined by Ceridian's Board of Directors in light of business conditions, earnings and financial requirements of Ceridian and other relevant factors. DESCRIPTION OF COMMON STOCK Ceridian is authorized to issue up to 100,000,000 shares of Common Stock, par value $.50 per share, of which 44,952,595 shares were outstanding as of September 30, 1994. The holders of Common Stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders, and stockholders have no right to cumulate their votes in the election of directors. Subject to the prior rights of the 5 1/2% Preferred Stock and any other preferred stock of Ceridian that may be issued in the future, holders of Common Stock are entitled to receive ratably such dividends as may be declared by the Board of Directors out of funds legally available therefor. Holders of Common Stock have no preemptive rights and no right to convert their Common Stock into other securities. There are no redemption or sinking fund provisions applicable to the Common Stock. All outstanding shares of Common Stock are fully paid and nonassessable. In the event of a liquidation, dissolution or winding up of Ceridian, holders of Common Stock are entitled to share with each other on a ratable basis as a single class in the net assets of Ceridian available for distribution after payments of liabilities and satisfaction of any preferential rights of holders of 5 1/2% Preferred Stock and have no rights to convert their Common Stock into any other 6 securities. The rights, preferences and privileges of holders of the Common Stock are subject to, and may be adversely affected by, the rights of holders of shares of the 5 1/2% Preferred Stock and any series of preferred stock which Ceridian may designate and issue in the future. Ceridian's Certificate of Incorporation contains provisions which: (i) require the affirmative vote of two-thirds of the outstanding capital stock entitled to vote to approve certain mergers and other business combinations; and (ii) require an affirmative vote which may be larger than two-thirds (and may not be less than two-thirds) of the outstanding shares of Common Stock entitled to vote to approve business combinations with "controlling persons," with a minimum price per share payable for shares other than those held by such "controlling persons" in connection with such a business combination. The Transfer Agent and Registrar for the Common Stock is The Bank of New York. RESTRICTIONS ON RESALE This Prospectus may not be used for reoffers or resales of shares of Common Stock acquired pursuant to this Prospectus by "affiliates" of businesses or properties acquired by Ceridian or a subsidiary of Ceridian (generally, directors, officers and other controlling persons). These "affiliates" may only offer or sell such shares pursuant to a registration statement under the Securities Act of 1933 covering the shares or in compliance with an available exemption from these registration requirements, such as Rule 145 under the Act. VALIDITY OF COMMON STOCK The validity of the Common Stock to be offered hereby will be passed upon for Ceridian by Oppenheimer Wolff & Donnelly, Minneapolis, Minnesota. Richard G. Lareau, a member of Oppenheimer Wolff & Donnelly, is a director of Ceridian and owns 3,500 share of Common Stock and options to acquire 2,000 shares of Common Stock. EXPERTS The consolidated financial statements and financial statement schedules of Ceridian Corporation as of December 31, 1993 and 1992 and for each of the years in the three-year period ended December 31, 1993 have been incorporated by reference herein and in the Registration Statement in reliance upon the report of KPMG Peat Marwick LLP, independent certified public accountants, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. The report of KPMG Peat Marwick LLP covering the December 31, 1993 consolidated financial statements refers to a change in the method of accounting for post-retirement benefits other than pensions. To the extent that KPMG Peat Marwick LLP examines and reports on financial statements of Ceridian Corporation issued at future dates, and consents to the use of their reports thereon, such financial statements will also be incorporated by reference herein in reliance upon their reports and said authority. 7 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY CERIDIAN. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT THE INFORMATION HEREIN OR INCORPORATED BY REFERENCE HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE. THE PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. ------------------------ TABLE OF CONTENTS
PAGE ----- Available Information.......................... 2 Documents Incorporated by Reference............ 2 The Company.................................... 3 Selected Consolidated Financial Data........... 5 Price Range of Common Stock and Dividend Policy........................................ 6 Description of Common Stock.................... 6 Restrictions on Resale......................... 7 Validity of Common Stock....................... 7 Experts........................................ 7
5,000,000 SHARES [LOGO] COMMON STOCK --------------------- PROSPECTUS --------------------- , 1994 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 145 of the Delaware General Corporation Law (the "DGCL") grants each corporation organized thereunder, such as Ceridian, the power to indemnify its directors and officers against liabilities for certain of their acts. Section 102(b)(7) of the DGCL permits a provision in the certificate of incorporation of each corporation organized thereunder, such as Ceridian, eliminating or limiting, with certain exceptions, the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. The foregoing statements are subject to the detailed provisions of Section 145 and 102(b)(7) of the DGCL. Article VI of Ceridian's Bylaws provides that each person who is or was a director, officer or employee of Ceridian shall be indemnified by Ceridian as a right to the full extent permitted or authorized by the DGCL. Ceridian has also by contract agreed to indemnify its directors against damages, judgments, settlements and costs arising out of any actions against the directors brought by reason of the fact that they are or were directors. Ceridian maintains directors' and officers' liability insurance, including a reimbursement policy in favor of Ceridian. ITEM 21. EXHIBITS AND FINANCIAL SCHEDULES. (a) EXHIBITS 4.1 Restated Certificate of Incorporation of Ceridian Corporation (incorporated by reference to Exhibit 4.01 to Ceridian's Registration Statement on Form S-8 (File No. 33-54379)). 4.2 Bylaws of Ceridian Corporation, as amended (incorporated by reference to Exhibit 3.01 to Ceridian's Quarterly Report on Form 10-Q for the quarter ended September 30, 1993 (File No. 1-1969)). 5.1 Opinion of Oppenheimer Wolff & Donnelly. 23.1 Consent of KPMG Peat Marwick LLP. 23.2 Consent of Oppenheimer Wolff & Donnelly (included in Exhibit 5.1). 24.1 Power of Attorney (included on page II-3 of this Registration Statement).
(b) FINANCIAL STATEMENT SCHEDULES. No schedules required. (c) REPORTS, OPINIONS AND APPRAISALS MATERIALLY RELATING TO THE TRANSACTION. Not applicable. ITEM 22. UNDERTAKINGS. (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (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. II-1 (2) That, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 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. (c)(1) The undersigned registrant hereby undertakes as follows: that prior to any public reoffering of the securities registered hereunder through use of a prospectus which is part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other Items of the applicable form. (2) The registrant undertakes that every prospectus (i) that is filed pursuant to paragraph (c)(1) immediately preceding, or (ii) that purports to meet the requirements of section 10(a)(3) of the Act and is used in connection with an offering of securities subject to Rule 415, except to the extent permitted to be filed as a prospectus supplement, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, 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. (d) Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 Securities and Exchange Commission such indemnification is against public policy as expressed in the 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 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 Act and will be governed by the final adjudication of such issue. (e) The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request. (f) The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective, except where the transaction in which the securities being offered pursuant to this Registration Statement would itself qualify for an exemption from Section 5 of the Securities Act, absent the existence of other similar (prior or subsequent) transactions. II-2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, as of November 7, 1994. CERIDIAN CORPORATION By: _______/s/_JOHN R. EICKHOFF_______ John R. Eickhoff VICE PRESIDENT AND CHIEF FINANCIAL OFFICER POWER OF ATTORNEY We, the undersigned officers and directors of Ceridian Corporation, hereby severally constitute Lawrence Perlman, John R. Eickhoff and John A. Haveman, and any of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our name in the capacities indicated below any and all amendments to this registration statement on Form S-4 filed by Ceridian Corporation with the Securities and Exchange Commission, and generally to do all such things in our name and behalf in such capacities as may be necessary to enable Ceridian Corporation to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, and we hereby ratify and confirm our signatures as they may be signed by our said attorneys, or any of them, to any and all such amendments. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed as of November 7, 1994 by the following persons in the capacities indicated. /s/ LAWRENCE PERLMAN /s/ JOHN R. EICKHOFF ------------------------------------------ ------------------------------------------ Lawrence Perlman John R. Eickhoff CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF VICE PRESIDENT AND CHIEF FINANCIAL OFFICER EXECUTIVE OFFICER (PRINCIPAL EXECUTIVE (PRINCIPAL FINANCIAL OFFICER) OFFICER) /s/ RUTH M. DAVIS /s/ LOREN D. GROSS ------------------------------------------ ------------------------------------------ Ruth M. Davis Loren D. Gross DIRECTOR VICE PRESIDENT AND CONTROLLER (PRINCIPAL ACCOUNTING OFFICER) /s/ ALLEN W. DAWSON /s/ CHARLES MARSHALL ------------------------------------------ ------------------------------------------ Allen W. Dawson Charles Marshall DIRECTOR DIRECTOR /s/ RONALD JAMES /s/ RICHARD W. VIESER ------------------------------------------ ------------------------------------------ Ronald James Richard W. Vieser DIRECTOR DIRECTOR /s/ RICHARD G. LAREAU /s/ PAUL S. WALSH ------------------------------------------ ------------------------------------------ Richard G. Lareau Paul S. Walsh DIRECTOR DIRECTOR
II-3 EX-5. 2 EXHIBIT 5.1 Exhibit 5.1 November 7, 1994 Ceridian Corporation 8100 34th Avenue South Bloomington, MN 55425 Attn: Corporate Secretary Re: Ceridian Corporation Registration Statement on Form S-4 Ladies and Gentlemen: We have acted as counsel to Ceridian Corporation, a Delaware corporation (the "Company"), in connection with the registration by the Company of 5,000,000 shares of the Company's Common Stock, $.50 par value (the "Shares"), pursuant to the Company's Registration Statement on Form S-4 filed with the Securities and Exchange Commission on November 7, 1994 (the "Registration Statement"). In acting as counsel for the Company and arriving at the opinions expressed below, we have examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company, agreements and other instruments, certificates of officers and representatives of the Company, certificates of public officials and other documents as we have deemed necessary or appropriate as a basis for the opinions expressed herein. Based on the foregoing, it is our opinion that: 1. The Company is duly incorporated and validly existing under the laws of the State of Delaware. 2. The Shares will be legally issued, fully paid and nonassessable when (a) the Registration Statement, as finally amended, shall have become effective under the Securities Act of 1933; (b) the Company's Board of Directors or a duly authorized committee thereof shall have duly adopted final resolutions authorizing the issuance and sale of the Shares and determined the adequacy of the consideration to be received for the Shares; (c) one or more definitive agreements with November 7, 1994 Page 2 respect to the issuance and the sale of the Shares shall have been adopted by the Company's Board of Directors or a duly authorized committee thereof and executed in accordance with their terms; (d) the Shares shall have been duly issued and sold in the manner contemplated by such resolutions, any such definitive agreement and the Registration Statement, and (e) certificates representing the Shares shall have been duly executed, countersigned and registered and duly delivered to the purchasers thereof against payment of the agreed consideration therefor. 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. The foregoing opinions are based upon and limited exclusively to the laws of the State of Delaware and the United States of America. We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement, to its use as part of the Registration Statement, and to the use of our name under the caption "Validity of Common Stock" in the Prospectus forming a part of the Registration Statement. We are furnishing this opinion to the Company solely for its benefit in connection with the Registration Statement as described above. It is not to be used, circulated, quoted or other wise referred to for any other purpose. Other than the Company, no one is entitled to rely on this opinion. Very truly yours, /s/ Oppenheimer Wolff & Donnelly EX-23.1 3 EXHIBIT 23.1 EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT The Board of Directors Ceridian Corporation: We consent to the use of our reports incorporated herein by reference and to the reference to our firm under the heading "Experts" in the prospectus. KPMG Peat Marwick LLP /s/ KPMG Peat Marwick LLP Minneapolis, Minnesota November 3, 1994 -----END PRIVACY-ENHANCED MESSAGE-----