-----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, VZ6bBGV558d8K+5VpFH6Z5CMzbdBLSe3awHf94aKXLTcTG2DT3EbJ8CMeS3kAAqQ Pvf6Kp6FU3Kpxz1eXgbX2w== 0000356028-94-000006.txt : 19940601 0000356028-94-000006.hdr.sgml : 19940601 ACCESSION NUMBER: 0000356028-94-000006 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19940531 EFFECTIVENESS DATE: 19940619 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMPUTER ASSOCIATES INTERNATIONAL INC CENTRAL INDEX KEY: 0000356028 STANDARD INDUSTRIAL CLASSIFICATION: 7372 IRS NUMBER: 132857434 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-53915 FILM NUMBER: 94532388 BUSINESS ADDRESS: STREET 1: ONE COMPUTER ASSOCIATES PLAZA CITY: ISLANDIA STATE: NY ZIP: 11788 BUSINESS PHONE: 5163425224 S-8 1 As filed with the Securities and Exchange Commission on May 31, 1994 Registration No. 33- ========================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ________________________ COMPUTER ASSOCIATES INTERNATIONAL, INC. (Exact name of Registrant as specified in its Charter) ________________________ Delaware 13-2857434 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) ________________________ One Computer Associates Plaza 11788-7000 Islandia, New York (Address of principal executive offices) (Zip Code) ________________________ COMPUTER ASSOCIATES INTERNATIONAL, INC. 1993 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS (Full title of the plan) ________________________ PETER SCHWARTZ, Senior Vice President - Chief Financial Officer COMPUTER ASSOCIATES INTERNATIONAL, INC. One Computer Associates Plaza, Islandia, New York 11788-7000 (Name and address of agent for service) (516) 342-5224 (Telephone number, including area code, of agent for service) ________________________ CALCULATION OF REGISTRATION FEE ==========================================================================
Proposed Proposed Title of Maximum Maximum Securities Amount Offering Aggregate Amount of to be to be Price Per Offering Registration Registered Registered(1) Unit(2) Price(2) Fee Common Stock, $.10 par 100,000 shs $37.125 $3,712,500.00 $1,281.00 value per share, together with the associated right to purchase shares of Series One Junior Participating Preferred Stock, Class A, without par value. =========================================================================== (1) Rights are attached to and trade with the Registrant's Common Stock and are issued for no additional consideration. The value attributable to such Rights, if any, is reflected in the market price of the Common Stock. No additional registration fee is required. (2) Estimated solely for the purposes of determining the amount of the registration fee in accordance with Rule 457(g) on the basis of the price at which stock of the same class sold on the New York Stock Exchange on May 25, 1994.
2 PART II Item 3. Incorporation of Documents by Reference. The documents listed in (a) through (c) below are hereby incorporated by reference in this Registration Statement: (a) The Registrant's annual report on Form 10-K for its fiscal year ended March 31, 1994 filed pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); (b) All other reports filed pursuant to Sections 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant document referred to in (a) above; and (c) The description of the Registrant's common stock, par value $.10 per share outlined in the Registrant's registration statement on Form 8-A filed under the Exchange Act, which in turn incorporates by reference the description in the Registrant's Registration Statement on Form S-1 (Registration No. 2-74618) filed under the Securities Act of 1933, as amended, including any amendment or report filed for the purpose of updating such description. Item 4. Description of Securities. Not Applicable. Item 5. Interests of Named Experts and Counsel. Gary E. Martinelli, a director of Registrant, is the principal officer and director and sole shareholder of Gary E. Martinelli & Associates, P.C., a law firm which represents the Registrant and which rendered the opinion as to the legality of the Registrant's common stock to be issued pursuant hereto. In fiscal year 1994, legal fees in the aggregate amount of approximately $99,000 were paid by Registrant to Gary E. Martinelli & Associates, P.C. Mr. Martinelli is the beneficial owner of 24,400 shares of Registrant's Common Stock. 3 Item 6. Indemnification of Directors and Officers. As permitted by Section 145 of the Delaware General Corporation Law, Article NINTH of the Registrant's Restated Certificate of Incorporation, as amended, provides: "The Corporation shall to the fullest extent permitted by Section 145 of the General Corporation Law of Delaware, as the same may be amended and supplemented, indemnify any and all persons who it shall have power to indemnify under said section from and against any and all of the expenses, liabilities or other matters referred to in or covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any By-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person." The Registrant's Restated Certificate of Incorporation, as amended, also limits the personal liability of directors for monetary damages in certain instances and eliminates director liability for monetary damages arising from any breach of the director's duty of care. The Registrant maintains insurance on behalf of any person who is or was a director, officer, employee or agent of the Registrant, or is or was serving at the request of the Registrant as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Registrant would have the power to indemnify him against such liability under the provisions of the Registrant's Restated Certificate of Incorporation, as amended. Item 7. Exemption from Registration Claimed. Not Applicable. Item 8. Exhibits. See the Exhibits Index attached hereto. 4 Item 9. 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; and (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 by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement. (2) That, for the purpose 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 the 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. 5 C. 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 the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized, in the Town of Islip, County of Suffolk and State of New York on the 31st day of May, 1994. COMPUTER ASSOCIATES INTERNATIONAL, INC. By Peter Schwartz -------------------------------------------- Peter Schwartz Senior Vice President-Chief Financial Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints Charles B. Wang and Peter Schwartz, and each of them, his true and lawful attorneys-in-fact and agents with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and all 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 6 every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitutes, may lawfully do or cause to be done by virtue thereof. PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED: Name Title Date _Charles B. Wang________ Chairman of the Board May 31, 1994 (Charles B. Wang) (Principal Executive Officer) _Peter Schwartz_________ Senior Vice President-Chief May 31, 1994 (Peter Schwartz) Financial Officer (Principal Financial and Accounting Officer) _Russell M. Artzt_______ Director May 31, 1994 (Russell M. Artzt) _Willem F. P. de Vogel__ Director May 31, 1994 (Willem F. P. de Vogel) _Irving Goldstein_______ Director May 31, 1994 (Irving Goldstein) _Richard A. Grasso______ Director May 31, 1994 (Richard A. Grasso) _Sanjay Kumar___________ Director May 31, 1994 (Sanjay Kumar) _Edward C. Lord_________ Director May 31, 1994 (Edward C. Lord) _Gary E. Martinelli_____ Director May 31, 1994 (Gary E. Martinelli) E-1 INDEX TO EXHIBITS
Exhibits to Exhibit Number Description This Report 5 Opinion of Gary E. Martinelli & Exhibit A Associates, P.C. as to the legality of the shares being offered 23 Consents of Experts and Counsel Exhibit B 23.1 Consent of Ernst & Young 23.2 Consent of Gary E. Martinelli & Filed as Associates, P.C. (contained in its Exhibit A opinion in Exhibit 5) hereto 99 Additional Exhibits 99.1 Computer Associates International, Inc. Exhibit C 1993 Stock Option Plan for Non-Employee Directors (the "Directors Plan") 99.2 Amendment No. 1 to the Directors Plan Exhibit D 99.3 Form of Stock Option Agreement Exhibit E evidencing stock options granted under the Directors Plan
EX-5 2 Exhibit 5. May 31, 1994 Computer Associates International, Inc. One Computer Associates Plaza Islandia, NY 11788-7000 Gentlemen: We have acted as your counsel in connection with the preparation of a Registration Statement on Form S-8 (the "Registration Statement") to be filed under the Securities Act of 1933, as amended, in connection with up to 100,000 shares of your Common Stock, together with associated rights, issuable pursuant to stock options to be granted pursuant to the Computer Associates International, Inc. 1993 Stock Option Plan for Non- Employee Directors. As such counsel, we have examined your Restated Certificate of Incorporation, your By-Laws as amended to date, the Plans and such other corporate documents, minutes and records as we have deemed appropriate. Based upon the foregoing, it is our opinion that the 100,000 shares issuable pursuant to options outstanding or to be granted under the Plans, will be, upon issuance thereof in accordance with the Plans, duly authorized, validly issued, and fully paid and nonassessable. We hereby consent to the reference to us in the Registration Statement under the caption "Legal Opinion" and to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, GARY E. MARTINELLI & ASSOCIATES, P.C. By_____Gary E. Martinelli______________________ Gary E. Martinelli GEM/sg E-1 EX-23 3 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8 for an aggregate 100,000 shares of Common Stock, $.10 par value) pertaining to the Computer Associates International, Inc. 1993 Stock Option Plan for Non-Employee Directors, of our report dated May 26, 1994, with respect to the consolidated financial statements and schedules of Computer Associates International, Inc. and subsidiaries included in its Annual Report (Form 10-K) for the year ended March 31, 1994, filed with the Securities and Exchange Commission. Ernst + Young New York, New York May 31, 1994 EX-99.1 4 EXHIBIT C This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933 ________________________ COMPUTER ASSOCIATES INTERNATIONAL, INC. ________________________ MEMORANDUM TO PARTICIPANTS IN THE COMPUTER ASSOCIATES INTERNATIONAL, INC. 1993 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS ________________________ May 31, 1994 ________________________ Introduction. On May 12, 1993, the Company's Board of Directors adopted the 1993 Stock Option Plan for Non-Employee Directors (the "1993 Plan") covering one hundred thousand (100,000) shares of the Company's Common Stock. The 1993 Plan was approved by the Company's stockholders at the Company's Annual Meeting of Stockholders held on August 11, 1993. On October 20, 1993, the Board of Directors approved Amendment No. 1 to the 1993 Plan permitting the transfer of options to family members of optionees or to trustees of trusts for such family members. The Amendment did not require stockholder approval. Under the 1993 Plan, each non-employee director of the Company is automatically granted on the day immediately following the date of each year's annual meeting of stockholders an option to purchase a number of shares of the Company's Common Stock that is dependent on the Company's return on equity for the preceding fiscal year of the Company. The exercise price for such options is the fair market value of the Company's Common Stock at the time the option is granted. Following fiscal years in which the Company achieves a twenty (20%) percent or greater return on equity, each non-employee director is granted an option to purchase two thousand (2,000) shares. Following fiscal years in which the Company achieves a fifteen (15%) percent or greater (but less than twenty (20%) percent) return on equity, each non-employee director is granted an option to purchase one thousand (1,000) shares. No options are granted following fiscal years in which return on equity is less than fifteen (15%) percent. OPTION TERMS. EXERCISE PRICE. Each option granted under the 1993 Plan is represented by a written option agreement containing terms consistent with the 1993 Plan. The option exercise price for an option granted under the 1993 Plan is the "fair market value" of the shares of Common Stock covered by the option on the date the option is granted. For purposes of the 1993 Plan, "fair market value" is the closing price at which the Common Stock was sold on such date as reported in the New York Stock Exchange Composite Transactions or, if no Common Stock was traded on such date, on the next preceding date on which the Common Stock was traded. VESTING. Each option shall become 100% vested and exercisable upon the first anniversary date of its grant. NOTICE OF EXERCISE. Generally, each option may be exercised in whole or in part on the first anniversary date of its grant and from time to time thereafter by giving written notice, signed by the person exercising the option, stating the number of shares with respect to which the option is being exercised, accompanied by payment in full, which payment may be (a) in cash or by check, or (b) in shares of Common Stock already owned. HOLDING PERIOD. Shares of Common Stock obtained upon the exercise of any option granted under the 1993 Plan may not be sold by persons subject to Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), until one year after the date the option was granted. PLAN ADMINISTRATION. The 1993 Plan will be administered by the Compensation Committee of the Board of Directors. TERM OF OPTION. Each option expires ten (10) years from the date of the granting thereof, but is subject to earlier termination as follows: (a) In the event of the death of an optionee during the optionee's service as a Director, the options granted to the optionee shall be exercisable, and such options shall expire unless exercised, within twelve (12) months after the date of the optionee's death, by the legal representative of the estate of such optionee, by any person or persons whom the optionee shall have designated in writing on forms prescribed by and filed with the Company, or if no such designation has been made, by the person or persons to whom the optionee's rights have passed by will or the laws of descent and distribution. (b) In the event an optionee shall cease to be a director as a result of resignation, declining to stand for re-election or removal without cause, each unexercised option held by such optionee shall automatically terminate ninety (90) days after the optionee ceases being a director; provided, however, in the event an optionee ceases being a director because the optionee was removed for cause, all options granted hereunder shall terminate immediately. In the event an optionee is permanently disabled at the time he ceases to be a director and such optionee was not removed for cause, the ninety (90) day period referred to above shall be extended to twelve (12) months. TRANSFERABILITY. Options granted under the 1993 Plan and the rights and privileges conferred thereby are not subject to execution, attachment or similar process and may not be transferred, assigned, pledged or hypothecated in any manner (whether by operation of law or otherwise) other than by will or the applicable laws of descent and distribution or pursuant to a qualified domestic relations order as defined by the Internal Revenue Code of 1986, as amended, or Title I of the Employee Retirement Income Security Act, as amended, or the rules thereunder. Notwithstanding the foregoing, options may be transferred by an optionee to members of his immediate family, or to one or more trusts for the benefit of family members, or partnerships in which family members are the only partners if (a) the optionee does not receive consideration for the transfer, (b) written notice of the proposed transfer and the details thereof is furnished to the Compensation Committee, and (c) the stock option agreement with respect to the options being transferred (including any amendment thereof) expressly permits such transfer. TERMINATION AND AMENDMENT. The 1993 Plan shall continue in effect until it is terminated by action of the Company's Board of Directors or stockholders. The Board of Directors may amend, terminate or suspend the 1993 Plan at any time, in its sole and absolute discretion; provided, however, that no amendment may be made more than once every six (6) months that would change the amount, price, timing or vesting of the options, other than to comport with changes in the Internal Revenue Code of 1986, as amended (the "Code"), or the Employee Retirement Income Security Act, as amended or the rules and regulations promulgated thereunder; and provided, further, that if required to qualify the 1993 Plan under Rule 16b-3 under the Exchange Act, no amendment that would (a) materially increase the number of shares that may be issued under the 1993 Plan, (b) materially modify the requirements as to eligibility for participation in the 1993 Plan, or (c) otherwise materially increase the benefits accruing to participants under the 1993 Plan shall be made without the approval of the Company's stockholders. COMPLIANCE WITH RULE 16b-3. Except as set forth below, it is the intention of the Company that the 1993 Plan comply in all respects with Rule 16b-3 promulgated under Section 16(b) of the Exchange Act and that 1993 Plan participants remain disinterested persons for purposes of administering other employee benefit plans of the Company and having such other plans be exempt from Section 16(b) of the Exchange Act. Therefore, if any 1993 Plan provision is later found not to be in compliance with Rule 16b-3 or if any 1993 Plan provision would disqualify 1993 Plan participants from remaining disinterested persons, that provision shall be deemed null and void, and in all events the 1993 Plan shall be construed in favor of its meeting the requirements of Rule 16b-3. Options which are transferred to an optionee's family member(s) or to a trustee(s) of a trust(s) for the benefit of family members or to a partnership consisting of family members are not exempt under Rule 16b-3. FEDERAL INCOME TAX CONSEQUENCES. Options granted under the 1993 Plan may be received without recognizing taxable income. Upon exercise of such options, however, the exercising director recognizes ordinary income pursuant to Section 83 of the Code. The amount of income recognized is the difference between the fair market value of the stock received at the date of exercise by the director and the price paid for that stock pursuant to the option. The Company is entitled to a deduction equal to the amount of income which the director must recognize. Any gain realized by the director upon a subsequent sale or exchange of the stock so acquired may be treated as a capital gain. EX-99.2 5 EXHIBIT D AMENDMENT NO. 1 TO THE COMPUTER ASSOCIATES INTERNATIONAL, INC. 1993 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS The Computer Associates International, Inc. 1993 Stock Option Plan for Non-Employee Directors is hereby amended by deleting the first two sentences of Section 6 thereof and by inserting, in lieu thereof, the following: "Except as provided in this paragraph, options may not be transferred other than by will or the laws of descent and distribution or pursuant to a qualified domestic relations order as defined by the Internal Revenue Code of 1986, as amended, or Title I of the Employee Retirement Income Security Act, or the rules thereunder. Notwithstanding the foregoing, any presently outstanding options, or options granted in the future, may be transferred by the optionholder to members of his or her immediate family, or to one or more trusts for the benefit of such family members, or partnerships in which such family members are the only partners, provided that any such transfer shall be permitted only if: (1) the optionholder does not receive any consideration for such transfer, (2) written notice of such proposed transfer and the details thereof shall have been furnished to the Committee, and (3) the stock option agreement with respect to the options being transferred (including any amendments thereof) which shall have been approved by the Committee, expressly permits such transfer. Any options transferred to such immediate family members, trusts or partnership will continue to be subject to the same terms and conditions that were applicable to such options immediately prior to their transfer. Any transfer in violation of this paragraph shall be void and of no effect. As used herein, the term "family member" shall mean the optionee's spouse, children and grandchildren. In Witness Whereof, the undersigned has executed this Amendment as of the 20th day of October, 1993. Peter Schwartz ------------------------------------------ Peter Schwartz, Senior Vice President and Chief Financial Officer EX-99.3 6 EXHIBIT E COMPUTER ASSOCIATES INTERNATIONAL, INC. NON-EMPLOYEE DIRECTOR STOCK OPTION AGREEMENT Under the terms and conditions of the 1993 Stock Option Plan for Non-Employee Directors (the "Plan") of Computer Associates International, Inc. (the "Company"), the terms of which are incorporated in this Agreement by reference, the Company grants to ________________ (the "Optionee") the option to purchase _______ shares of the Company's Common Stock, par value $.10 per share, at the price of $______ per share, subject to adjustment as provided in the Plan. This option shall be for a term commencing on this date and ending May 11, 2003, unless this Option is terminated sooner by reason of your ceasing to be a Director, as provided in Section 4 in the Plan. Upon the expiration of twelve (12) months from the date hereof, this option shall be exercisable by the Optionee at any time during the term hereof. This option is a non-statutory stock option and is not governed by Section 422 of the Internal Revenue Code of 1986, as amended. Granted the ______ day of _______, 19___. COMPUTER ASSOCIATES INTERNATIONAL, INC. By________________________________________ ________________, Member, Compensation Committee of the Board of Directors CONFIRMED: Peter Schwartz - --------------------------------------- Peter Schwartz, Senior Vice President-Finance and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----