-----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, TVAZ1AlfR4KeX63OxkKTNVugfcNDqmWktWcY6cztIJ2+sFfdg4APlOyTLpTC0sUv jFpmZmOLRuwqzWJcULPOlw== 0000356028-99-000035.txt : 19990720 0000356028-99-000035.hdr.sgml : 19990720 ACCESSION NUMBER: 0000356028-99-000035 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990719 EFFECTIVENESS DATE: 19990719 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: 333-83147 FILM NUMBER: 99666405 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 Identification No.) incorporation or organization) One Computer Associates Islandia, New York 11749 (Address of principal executive offices)(Zip Code) 1995 KEY EMPLOYEE STOCK OWNERSHIP 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 11749 (Name and address of agent for service) (516) 342-5224 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
- ------------------------- ---------------------- ----------------------- ---------------------- ---------------------- Title of Securities to Amount to be Proposed Maximum Proposed Maximum Amount of be Registered Registered(1) Offering Price Per Aggregate Offering Registration Fee Unit Price - ------------------------- ---------------------- ----------------------- ---------------------- ---------------------- - ------------------------- ---------------------- ----------------------- ---------------------- ---------------------- Common Stock, $.10 par value per share, together with the 14,743,266 Shares $55.75 $821,937,080 $228,499 associated right to purchase shares of Series One Junior Participating Preferred Stock, Class A, without par value. - ------------------------- ---------------------- ----------------------- ---------------------- ---------------------- - ------------------------- ---------------------- ----------------------- ---------------------- ---------------------- - ------------------------- ---------------------- ----------------------- ---------------------- ---------------------- - ------------------------- ---------------------- ----------------------- ---------------------- ---------------------- TOTAL: 14,743,266 Shares $821,937,080 $228,499 - ------------------------- ---------------------- ----------------------- ---------------------- ---------------------- (1) Rights are attached to and trade with the Registrant's 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.
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 Registrant's annual report on Form 10-K for its fiscal year ended March 31, 1999, 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 (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 Registrant's 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 2,687 shares (including 2,137 shares credited to his account in the Registrant's tax qualified profit sharing plan), and of options to purchase 64,249 shares of the Registrant's common stock. Item 6. Indemnification of Directors and Officers As permitted by Section of 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. 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; (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 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. 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 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, 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 19th day of July, 1999. 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. 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 July 15, 1999 Director (Principal Executive Officer) /s/Ira Zar - ----------------------- Ira Zar Senior Vice President and Chief July 15, 1999 Financial Officer (Principal Financial and Accounting Officer) /s/Russell M. Artzt - ----------------------- Russell M. Artzt Director July 15, 1999 /s/Alfonse M. D'Amato - ----------------------- Alfonse M. D'Amato Director July 15, 1999 /s/Willem F.P. de Vogel - ----------------------- Willem F.P. de Vogel Director July 15, 1999 - ----------------------- Irving Goldstein Director July , 1999 /s/Richard A. Grasso - ----------------------- Richard A. Grasso Director July 15, 1999 /s/Shirley Strum Kenny - ----------------------- Shirley Strum Kenny Director July 15, 1999 /s/Sanjay Kumar - ----------------------- Sanjay Kumar Director July 15, 1999 - ----------------------- Roel Pieper Director July , 1999 INDEX TO EXHIBITS Exhibit Exhibits to Number Description This Report 5 Opinion of Steven M. Woghin, Esq. as to Exhibit 5 the legality of the shares being offered 10.1 1995 Key Employee Stock Ownership Plan Previously filed as Exhibit B to the Registrant's definitive Proxy Statement dated July 7, 1995 and incorporated herein by reference. 23.1 Consent of Ernst & Young LLP Exhibit 23.1 23.2 Consent of Steven M. Woghin, Esq. Filed as Exhibit 5 (contained in his opinion in Exhibit 5) EX-5 2 Exhibit 5 July 15, 1999 Computer Associates International, Inc. One Computer Associates Plaza Islandia, New York 11749 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 14,743,266 shares of your Common Stock, together with associated rights, issuable pursuant to the 1995 Key Employee Stock Ownership Plan ("1995 Plan"). As such counsel, I have examined your Restated Certificate of Incorporation, your By-Laws as amended to date, the 1995 Plan, and such other corporate documents, minutes and records as I have deemed appropriate. Based upon the foregoing, it is my opinion that the 14,743,266 shares issued in the aggregate pursuant to the 1995 Plan are 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 Steven M. Woghin Senior Vice President and General Counsel EX-23.1 3 Exhibit 23.1 Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8 for an aggregate 14,743,266 shares of Common Stock, $.10 par value) of Computer Associates International, Inc. and subsidiaries and related prospectuses of our report dated May 26, 1999, with respect to the consolidated financial statements and schedule of Computer Associates International, Inc. included in its Annual Report on Form 10-K for the fiscal year ended March 31, 1999, filed with the Securities and Exchange Commission. /s/ERNST & YOUNG LLP New York, New York July 16, 1999 -----END PRIVACY-ENHANCED MESSAGE-----