-----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, KIigWtC/xz0K1UsQbqrMwXCN5Z8am4tN2lJSCGEapCpsHBkX1djnYwI+1jVCxgFN iQp4Wp0C7iPPsz8Yt9TJBg== 0000356028-98-000009.txt : 19980824 0000356028-98-000009.hdr.sgml : 19980824 ACCESSION NUMBER: 0000356028-98-000009 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19980821 EFFECTIVENESS DATE: 19980821 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMPUTER ASSOCIATES INTERNATIONAL INC CENTRAL INDEX KEY: 0000356028 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 132857434 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-62055 FILM NUMBER: 98696010 BUSINESS ADDRESS: STREET 1: ONE COMPUTER ASSOCIATES PLAZA CITY: ISLANDIA STATE: NY ZIP: 11788 BUSINESS PHONE: 5163425224 S-8 1 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 incorporation or organization) Identification No.) -------------------------- One Computer Associates Islandia, New York 11788-7000 (Address of principal executive offices)(Zip Code) -------------------------- COMPUTER ASSOCIATES 1998 SALES COMPENSATION PLAN COMPUTER ASSOCIATES 1998 EMPLOYEE STOCK PURCHASE PLAN (Full title of the plan) IRA ZAR 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 Maximum Maximum Offering Aggregate Amount of Title of Securities Amount to be Price Offering Regristration to be Registered Registered (1) Per Unit Price Fee - ------------------- -------------- -------- --------- ------------- Common Stock, $.10 500,000 Shares $ 33.75 $16,875,000 $ 4,978.13 par value per share, 1,500,000 Shares $ 33.75 $50,625,000 $ 14,934.38 together with the associated right to purchase shares of Series One Junior Participating Preferred Stock, Class A, without par value. - ---------------------------------------------------------------------------- - ---------------------------------------------------------------------------- TOTAL: 2,000,000 Shares $67,500,000 $ 19,912.51 - ---------------------------------------------------------------------------- (1) Rights are attached to and trade with the Registrants Common Stock and are issued for no additional consideration. The value attributable to Rights, if any, is reflected in the market price of the Common Stock. No additional registration fee is required.
2 PART I Item 1. Plan Information Item 2. Registrant Information and Employee Plan Annual Information 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 Registrants annual report on Form 10-K for its fiscal year ended March 31, 1998, 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 Registrants common stock, par value $.10 per share, outlined in the Registrants registration statement on Form 8-A filed under the Exchange Act, which in turn incorporates by reference the description in the Registrants Registration Statement on Form S-1 (Registration No. 2-74618) filed under the Securities Act of 1933, as amended (the Securities Act). Item 4. Description of Securities. Not Applicable. Item 5. Interests of Named Experts and Counsel. Steven M. Woghin, who rendered the opinion as to the legality of the Registrants common stock to be issued pursuant hereto, is employed by the Registrant as Senior Vice President and General Counsel. Mr. Woghin is the beneficial owner of 252 shares, and of options to purchase 126,441 shares, of Registrants common stock. Item 6. Indemnification of Directors and Officers As permitted by Section of 145 of the Delaware General 3 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 Registrants 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 directors 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 Registrants Restated Certificate of Incorporation, as amended. Item 7. Exemption from Registration Claimed. Not Applicable. Item 8. Exhibits. See the Exhibits Index attached hereto. 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; 4 (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, 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 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, each filing of the Registrants 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. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling person 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 5 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. 6 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 Town of Islip, County of Suffolk and State of New York on the 21st day of August, 1998. COMPUTER ASSOCIATES INTERNATIONAL, INC. By: /s/Ira Zar ---------------------------------- Ira Zar 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 Ira Zar, 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 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. 7 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: /s/ Charles B. Wang - ---------------------------- Charles B. Wang Chairman, Chief Executive Officer and Director (Principal Executive Officer) August 21, 1998 /s/ Ira Zar - ---------------------------- Ira Zar Senior Vice President and Chief Financial Officer (Principal August 21, 1998 Financial and Accounting Officer) /s/ Russell M. Artzt - ---------------------------- Russell M. Artzt Director August 21, 1998 /s/ Willem F.P. de Vogel - ---------------------------- Willem F.P. de Vogel Director August 21, 1998 /s/ Irving Goldstein - ---------------------------- Irving Goldstein Director August 21, 1998 /s/ Richard A. Grasso - ---------------------------- Richard A. Grasso Director August 21, 1998 /s/ Shirley Strum Kenny - ---------------------------- Shirley Strum Kenny Director August 21, 1998 /s/ Sanjay Kumar - ----------------------------- Sanjay Kumar Director August 21, 1998 INDEX TO EXHIBITS Exhibit Number Exhibits to Description This Report 5 Opinion of Steven M. Woghin, Esq. as to the legality of the shares being offered Exhibit 5 10.1 Computer Associates 1998 Sales Compensation Plan Exhibit 10.1 10.2 Computer Associates 1998 Employee Stock Purchase Plan Exhibit 10.2 23.1 Consent of Ernst & Young LLP Exhibit 23.1 23.2 Consent of Steven M. Woghin, Esq. (contained in his opinion in Exhibit 5) Filed as Exhibit 5 EX-10.1 2 EXHIBIT 10.1 COMPUTER ASSOCIATES INTERNATIONAL, INC. 1998 SALES COMPENSATION PLAN I. ESTABLISHMENT AND PURPOSE. 1.1 Purpose. Computer Associates International, Inc. (the Company) hereby establishes the 1998 Sales Compensation Plan (the Plan), effective as of August 12, 1998. The Plan is intended to attract and retain the services of employees who are in a position to influence the success of the Company by providing an award based on each employees sales performance during the three month period ended September 30, 1998 (the Plan Quarter). All awards under the Plan will be payable in shares of Common Stock of the Company, $.10 par value per share (the Shares). 1.2 Effective Date. The Plan is effective as of August 12, 1998. II. DEFINITIONS. 2.1 Defined Terms. When used in the Plan, the following terms shall have the meanings specified below: 2.1.1 Board means the Companys Board of Directors. 2.1.2 Committee means the Compensation Subcommittee of the Board of Directors of the Company formed to act on stock-based compensation for employees. 2.1.3 Normal Retirement or Early Retirement means any termination of employment (other than by death or disability) after a Participants normal or early retirement date (as defined in the Companys CASH Plan). 2.1.4 Participant means as to the Plan Quarter an employee of the Company within the sales organization of the Company. An employee must be designated as a Participant by the Committee. III. AWARDS AND COMMITTEE DETERMINATIONS 3.1 Opportunity. The Committee shall approve participation in the Plan and establish a commission schedule for each Participant for license revenue generated during the Plan Quarter (the Commission Schedule) payable in shares of Common Stock of the Company valued at $36.81 per share, the closing price of the Companys Common Stock on August 11, 1998. 3.2 Subject to adjustments pursuant to certain corporate transactions, the Committee is authorized to grant up to 500,000 Shares under the Plan. The aggregate number of Shares that may be granted under the Plan to any individual during any calendar year may not exceed 100% of such Shares available under the Plan. 3.3 Change in Capital Structure. In the event that the Committee shall determine, in its sole discretion, that any dividend or other distribution(whether in the form of cash, Common Stock or other property), recapitalization, stock split, reverse split, any reorganization, merger, consolidation, spin-off, combination, repurchase, share exchange, license agreement, strategic alliance or other similar corporate transaction or event, affects the Common Stock such that an adjustment is appropriate in order to prevent dilution or enlargement of the rights of any Participant, then the Committee may make such equitable changes or adjustments as it deems necessary or appropriate including, without limitation, adjustments to (i) the maximum aggregate number of Shares which may be granted in accordance with the Plan, or (ii) the number of Shares granted and outstanding under the Plan. 3.4 Awards. Payment under this Plan will be based on the Commission Schedule for license revenue generated during the Plan Quarter. Awards will be paid in Shares valued at $36.81 per Share. 3.5 Certification. The Committee or its appointed representative as provided in Section 5, shall certify in writing the level of commissions under the Plan achieved and the respective award amounts earned hereunder prior to payment of awards. IV. PAYMENT OF AWARDS 4.1 Right to Receive Payment. Any award that may become due under this Plan shall be made solely in the form of Shares, payable on or prior to November 15, 1998. 4.1.1 Retirement, Disability or Death. In the event of death, Disability or Normal or Early Retirement of a Participant during the Plan Quarter, the Committee (in its sole discretion) will determine the amount of the award (if any) to be paid to such Participant (or to his or her personal representative) for such period. Payments will be made in Shares at the same time as other awards to Participants are made for the Plan Quarter. 4.1.2 Resignation or Discharge. If during the Plan Quarter, a Participants employment with the Company terminates by reason of resignation or discharge, the Committee (in its sole discretion) will determine the amount of the award (if any) to be paid to such Participant for such period. Payments will be made in Shares at a time as other awards to Participants are made for the Plan Quarter, but not earlier than required under the Companys Sales Compensation Plan. 4.2 Beneficiaries. Each Participant may designate, in writing and on such form as the Company may prescribe, one or more beneficiaries to receive any Shares that are payable after the individuals death. In the event of a Participants death, any award that is payable to such Participant shall be paid to his or her beneficiary or, in the event that no beneficiary has been designated, to his or her estate. V. ADMINISTRATION 5.1 Committee. The Plan shall be administered by the Committee or a subcommittee composed of not less than two independent outside Directors. No employee or former employee of the Company may serve on the Committee. The Committee may delegate some or all of its duties and responsibilities hereunder to the Chief Financial Officer of the Company. 5.2 Rules and Interpretation. The Committee shall be vested with all discretion and authority as it deems necessary or appropriate to administer the Plan and to interpret the provisions of the Plan. Any determination, decision or action of the Committee in connection with the construction, interpretation, administration or application of the Plan shall be final, conclusive and binding upon all persons. 5.3 Records. The records of the Committee with respect to the Plan shall be conclusive on all Participants and their beneficiaries and on all other persons. 5.4 Tax Withholding. The Company shall withhold all applicable taxes required by law from any payment, including any federal, FICA, state and local taxes. VI. GENERAL PROVISIONS 6.1 Nonassignability. Prior to the time of any award under the Plan, a Participant shall have no right by way of anticipation or otherwise to assign or transfer any interest under this Plan. 6.2 Employment Rights/Participation. The establishment and subsequent operation of the Plan, including eligibility as a Participant, shall not be construed as conferring any legal or other rights upon any Participant or any other individual for the continuation of his or her employment for any period. 6.3 No Individual Liability. No member of the Committee or the Board, or any officer of the Company, shall be liable for any determination, decision or action made in good faith with respect to the Plan or any award made under the Plan. 6.4 Severability; Governing Law. If any particular provision of this Plan is found to be invalid or unenforceable, such provision shall not affect the other provisions of the Plan, but the Plan shall be construed in all respects as if such invalid provision had been omitted. The provisions of the Plan shall be governed by and construed in accordance with the laws of the State of New York. 7 VII. AMENDMENT AND TERMINATION 7.1 Amendment and Termination. The Committee may prospectively amend or terminate the Plan at any time and for any reason. EX-10.2 3 Exhibit 10.2 Computer Associates International, Inc. 1998 Employee Stock Purchase Plan I. Establishment and Purpose. 1.1 Purpose. Computer Associates International, Inc. (the Company) hereby establishes the 1998 Employee Stock Purchase Plan (the Plan) effective as of August 12, 1998. The Plan is intended to permit employees of the Company to invest in shares of the Companys common stock, par value $.10 per share (Common Stock), and to pay for their investment by means of payroll deductions. 1.2 Effective Date. The Plan is effective August 12, 1998. 1.3 Authorization. The Company is authorized to issue and sell up to 1,500,000 shares of Common Stock (the Shares) pursuant to the Plan. II. Definitions. 2.1 Defined Terms. When used in the Plan, the following terms shall have the meanings specified below: 2.1.1 Board means the Companys Board of Directors. 2.1.2 Committee means the Compensation Subcommittee of the Board of Directors of the Company formed to act on stock-based compensation for employees. 2.1.3 Participant means any employee of the Company or its majority-owned subsidiaries, other than (i) executive officers and executive vice presidents of the Company and (ii) employees whose participation in the Plan is precluded by local law. III Purchase of Shares. 3.1 Each Participant will be given an opportunity to purchase Shares at a price per share equal to the lesser of (i) $36.8125 per share (the closing price on August 11, 1998); and (ii) the closing price on August 25, 1998. 3.2 Limitation. Each Participant may purchase a whole number of Shares, the aggregate purchase price of which may not exceed the lesser of (i) $10,000; and (ii) 50% of the Participants monthly base salary (after deducting the amounts withheld for taxes, 401(k), dependent care, health care, supplemental life insurance and other previously determined deductions) multiplied by two. 3.3 Timing. Each Participant will be furnished with a form pursuant to which the Participant may determine how many Shares that the Participant wishes to purchase. The Participant will be deemed to have purchased the Shares as of the date of submission of his purchase form. 3.4 Consideration. Each Participant purchasing Shares pursuant to the Plan will be issued Shares in consideration for the Participants agreement to repay the purchase price of the Shares by means of payroll deductions from the Participants base salary during the months of September and October, 1998. 3.5 Obligation to Repay. No interest will be charged to a Participant for amounts borrowed to purchase Shares under this Plan. If a Participants employment by the Company is terminated for any reason whatsoever prior to the repayment in full of the Participants obligation to the Company for the purchase price of Shares purchased hereunder, the Participant will be obligated to satisfy the amount of any outstanding obligation upon the earlier to occur of (i) the date when the funds would have been deducted from the Participants base salary as a payroll deduction had the Participant remained employed by the Company; or (ii) thirty (30) days after the date of termination of employment. The Company will have the right to set off any amounts due pursuant to this Plan against any amounts due to the Participant from the Company for salary, bonus, vacation or any other kind of compensation, however the Company shall not have the right to set off any amounts due against the shares purchased by the Participant hereunder. IV. Administration. 4.1 Committee. The Plan shall be administered by the Committee or a subcommittee composed solely of at least two Non-Employee Directors (as defined in Rule 16b-3) that are outside directors within the meaning of Section 162(m) of the Code. No employee or former employee of the Company may serve on the Committee. The Committee may delegate some or all of its responsibilities and duties hereunder to the Chief Financial Officer of the Company. 4.2 Rules and Interpretation. The Committee shall be vested with all discretion and authority and may make such rules and regulations and establish such procedures as it deems necessary or appropriate to administer the Plan and to interpret the provisions of the Plan, and any purchase, agreement, or notice thereunder, with such interpretations to be conclusive and binding on all persons and otherwise accorded the maximum deference permitted by law. Any determination, decision or action of the Committee in connection with the construction, interpretation, administration or application of the Plan shall be final, conclusive and binding upon all persons. 4.3 Records. The records of the Committee with respect to the Plan shall be conclusive on all Participants and their beneficiaries and on all other persons. 4.4 Tax Withholding. The Company shall take such action as the Committee may deem advisable to enable the Company and each Participant to satisfy obligations for payment of withholding and other taxes with respect to any purchase or payment under the Plan. Such action may include requiring the Participant to pay cash to the Company in an amount equal to such tax obligations. 4.5 Regulations and Approvals 4.5.1 The Committee may make such changes to the Plan as may be necessary or appropriate to comply with the rules and regulations of any government authority or to obtain tax benefits applicable to stock purchase plans generally. 4.5.2 Each purchase of Shares is subject to the requirement that, if at any time the Committee determines in its discretion, that the listing, registration or qualification of Shares issuable pursuant to the Plan is required by any securities exchange or under any state or federal law or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with the issuance of Shares, no payment shall be made, or Shares issued, in whole or in part, unless listing, registration, qualification, consent or approval has been effected or obtained free of any conditions in a manner acceptable to the Committee. 4.5.3 In the event that the disposition of Shares acquired pursuant to the Plan is not covered by a then current registration statement under the Securities Act of 1933, as amended (the Securities Act), and is not otherwise exempt from such registration, such Shares shall be restricted against transfer to the extent required under the Securities Act and the Committee may require any individual receiving Shares, to represent to the Company in writing that such shares will be disposed of only if registered for sale under the Securities Act or if there is an available exemption for such disposition, and may provide for a legending of such Shares to that effect. V. General Provisions. 5.1 Nonassignability. Prior to the time a purchase of Shares is made pursuant to Section 3, a Participant shall have no right by way of anticipation or otherwise to assign or transfer any interest in such Shares. 5.2 Employment Rights/Participation. The establishment and subsequent operation of the Plan, including eligibility as a Participant, shall not be construed as conferring any legal or other right upon any Participant or any other individual for the continuation of his or her employment for any period. The Company expressly reserves the right, which may be exercised at any time and without regard to when such exercise occurs, to discharge any individual and/or treat him without regard to the effect which such treatment might have upon him as a Participant in the Plan. 5.3 No Individual Liability. No member of the Committee or the Board, or any officer of the Company, shall be liable for any determination, decision or action made in good faith with respect to the Plan or any purchase under the Plan. 5.4 Severability; Governing Law. If any particular provision of this Plan is found to be invalid or unenforceable, such provision shall not affect the other provisions of the Plan, but the Plan shall be construed in all respects as if such invalid provision had been omitted. The provisions of the Plan shall be governed by and construed in accordance with the laws of the State of New York. 5.5 Captions. The captions in the Agreement are for reference only and shall not affect the interpretation of this Agreement. 5.6 Notices. All notices under the Plan shall be in writing or transmitted electroncially by e-mail, and if in writing to the Company, shall be delivered to or mailed to its principal office, addressed to the attention of the President; and if in writing to the Participant, shall be delivered personally or mailed to the Participant at the address appearing in the records of the Company. Such addresses may be changed at any time by written notice to the other party given in accordance with this Section 5.6. VI. Amendment and Termination. 6.1 Amendment and Termination. The Committee may prospectively amend or terminate the Plan at any time and for any reason; provided, however, that no amendment may adversely affect a Participant with respect to Shares previously purchased unless such amendments are required in order to comply with applicable laws; provided that the Committee may not make any amendment to the Plan that would, if such amendment were not approved by the holders of the Common Stock, cause the Plan to fail to comply with any requirement of applicable law or regulation, unless and until the approval of the holders of such Common Stock is obtained. EX-5 4 Exhibit 5 August 21, 1998 Computer Associates International, Inc. One Computer Associates Plaza Islandia, New York 11788-7000 Gentlemen: I 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 the issuance of up to 500,000 shares of your Common Stock, together with associated rights, issuable pursuant to the Computer Associates 1998 Sales Compensation Plan (1998 Sales Compensation Plan) and up to 1,500,000 shares of your Common Stock, together with associated rights, issuable pursuant to the Computer Associates 1998 Employee Stock Purchase Plan (1998 Stock Purchase Plan). As such counsel, I have examined your Restated Certificate of Incorporation, your By-Laws as amended to date, the 1998 Sales Compensation Plan, the 1998 Stock Purchase Plan and such other corporate documents, minutes and records as I have deemed appropriate. Based upon the foregoing, it is my opinion that the 2,000,000 shares issuable in the aggregate pursuant to the 1998 Sales Compensation Plan and the 1998 Stock Purchase Plan will be, upon issuance thereof in accordance with the 1998 Sales Compensation Plan and the 1998 Stock Purchase Plan, respectively, duly authorized, validly issued, and fully paid and nonassessable. I hereby consent to the reference to me 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, /s/ Steven M. Woghin --------------------- Steve M. Woghin Senior Vice President and General Counsel EX-23.1 5 Exhibit 23.1 Consent of Independent Auditors We hereby consent to the incorporation by reference in the Registration Statement (Form S-8 for an aggregate 2,000,000 shares of Common Stock, $.10 par value pertaining to the 1998 Sales Compensation Plan and the 1998 Employee Stock Purchase Plan) of our report dated May 19, 1998, with respect to the consolidated financial statements and schedule of Computer Associates International, Inc. and subsidiaries included in its Annual Report (Form 10-K) for the year ended March 31, 1998, filed with the Securities and Exchange Commission. /s/ ERNST & YOUNG LLP New York, New York August 21, 1998 -----END PRIVACY-ENHANCED MESSAGE-----