-----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, SAHlfHWUC+/ZK0mSECYJCmLO7DfVjEWcBJ4PC0vAyp2kD0eBFsObTSYOHdrj2QK4 3pr2aercYAVr5jC2n8K3kA== 0000927016-98-002717.txt : 19980724 0000927016-98-002717.hdr.sgml : 19980724 ACCESSION NUMBER: 0000927016-98-002717 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980722 EFFECTIVENESS DATE: 19980722 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAREY INTERNATIONAL INC CENTRAL INDEX KEY: 0000747201 STANDARD INDUSTRIAL CLASSIFICATION: LOCAL & SUBURBAN TRANSIT & INTERURBAN HWY PASSENGER TRAINS [4100] IRS NUMBER: 521171965 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-59629 FILM NUMBER: 98669959 BUSINESS ADDRESS: STREET 1: 4530 WISCONSIN AVE NW CITY: WASHINGTON STATE: DC ZIP: 20016 BUSINESS PHONE: 2028951200 MAIL ADDRESS: STREET 1: 4530 WISCONSIN AVE NW CITY: WASHINGTON STATE: DC ZIP: 20016 S-8 1 FORM S-8 This document contains 6 pages. The exhibit index is located on page 4. As filed with the Securities and Exchange Commission on July 22, 1998 Registration No. 333-______ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Carey International, Inc. (Exact name of issuer as specified in its charter) Delaware 52-1171965 (State or other jurisdiction (I.R.S. employer identification no.) of incorporation or organization) 4530 Wisconsin Avenue, N.W., Washington, D.C. 20016 (Address of principal executive offices) ------------------- 1997 EQUITY INCENTIVE PLAN (Full title of plan) ------------------- Vincent A. Wolfington Copies of communications to: Carey International, Inc. James E. Dawson, Esq. 4530 Wisconsin Avenue, N.W. Nutter, McClennen & Fish, LLP Washington D.C. 20016 One International Place (202) 895-1200 Boston, Massachusetts 02110-2699 (Name, address and telephone (617) 439-2000 number of agent for service) ------------------- CALCULATION OF REGISTRATION FEE
======================================================================================================================= Proposed Proposed maximum maximum Title of each class of securities Amount being offering price aggregate offering Amount of to be registered registered (1) per share price registration fee - ----------------------------------------------------------------------------------------------------------------------- Common Stock, $.01 par value per share 900,000 Shares $22.125 $19,912,500 $5,875.00 =======================================================================================================================
(1) This Registration Statement covers 900,000 shares of Common Stock which may be issued under the 1997 Equity Incentive Plan (the "Plan"). In addition, pursuant to Rule 416(b) under the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement also covers an indeterminate number of additional shares of Common Stock which may be issued under said Plan as a result of a stock dividend, stock split or other recapitalization. ================================================================================ ------------------------------ In accordance with General Instruction E to Form S-8, the contents of the registrant's Registration Statement on Form S-8 (File No. 333-32335) relating to the registrant's 1997 Equity Incentive Plan (the "Prior Form S-8") are incorporated by reference in this Registration Statement. ------------------------------ In accordance with General Instruction E to Form S-8, the following information is not contained in the Prior Form S-8: PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 8. Exhibits. -------- See the exhibit index immediately preceding the exhibits attached hereto. -2- SIGNATURES ---------- Pursuant to the requirements of the Securities Act of 1933, as amended, 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 City of Washington, the District of Columbia, on the 22nd day of July 1998. CAREY INTERNATIONAL, INC. By: /s/ Vincent A. Wolfington ------------------------------------ Vincent A. Wolfington Chairman and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- /s/ Vincent A. Wolfington Chairman of the Board and July 22, 1998 - -------------------------- Chief Executive Officer Vincent A. Wolfington /s/ Don R. Dailey President and Director July 22, 1998 - -------------------------- Don R. Dailey /s/ David H. Haedicke Chief Financial Officer July 22, 1998 - -------------------------- David H. Haedicke /s/ Paul A. Sandt Principal Accounting Officer July 22, 1998 - -------------------------- Paul A. Sandt /s/ Dennis I. Meyer Director July 22, 1998 - -------------------------- Dennis I. Meyer /s/ Joseph V. Vittoria Director July 22, 1998 - -------------------------- Joseph V. Vittoria /s/ Robert W. Cox Director July 22, 1998 - -------------------------- Robert W. Cox /s/ Nicholas J. St. George Director July 22, 1998 - -------------------------- Nicholas J. St. George -3- EXHIBIT INDEX Exhibit No. Title Page - ---------- ----- ---- Exhibit 4.1 1997 Equity Incentive Plan, as amended to date * Exhibit 5 Opinion of Nutter, McClennen & Fish, LLP 5 Exhibit 23.1 Consent of Nutter, McClennen & Fish, LLP Contained in Exhibit 5 Exhibit 23.2 Consent of PricewaterhouseCoopers LLP 6 - -------- * Incorporated by reference from the Company's definitive Proxy Statement dated May 6, 1998, as filed with the Securities and Exchange Commission on May 6, 1998. EX-5 2 OPINION OF NUTTER, MCLENNEN & FISH, LLP Exhibit 5 --------- NUTTER, McCLENNEN & FISH, LLP ATTORNEYS AT LAW ONE INTERNATIONAL PLACE BOSTON, MASSACHUSETTS 02110-2699 TELEPHONE: 617-439-2000 FACSIMILE: 617-973-9748 CAPE COD OFFICE DIRECT DIAL NUMBER HYANNIS, MASSACHUSETTS July 22, 1998 Carey International, Inc. 4530 Wisconsin Avenue, N.W. Washington D.C. 20016 Gentlemen/Ladies: Reference is made to the registration statement on Form S-8 (the "Registration Statement") which Carey International, Inc. (the "Company") is filing concurrently herewith with the Securities and Exchange Commission under the Securities Act of 1933, as amended, (the "Securities Act"), with respect to 900,000 shares of the Company's common stock, $0.01 par value per share (the "Common Stock"), issuable pursuant to the Company's 1997 Equity Incentive Plan, as amended to date (the "Plan"), and an indeterminate number of shares of such Common Stock which may be issued or become issuable under the Plan by reason of stock dividends, stock splits or other recapitalizations executed hereafter. We have acted as legal counsel for the Company in connection with the adoption of the Plan, are familiar with the Company's Certificate of Incorporation and By-laws, both as amended to date (collectively, the "Organizational Documents"), and have examined such other documents as we deemed necessary for this opinion. Based upon the foregoing, we are of the opinion that: 1. When issued and paid for in compliance with the terms of the Plan, the Organizational Documents (as amended through the various dates of issuance) and the Delaware General Corporation Law, the 900,000 shares of Common Stock referred to above will be duly and validly issued, fully paid and non- assessable; and 2. The additional shares of Common Stock which may become issuable under the Plan by reason of stock dividends, stock splits or other recapitalizations hereafter executed, if and when issued in accordance with the terms of the Plan and upon compliance with the applicable provisions of law and of the Organizational Documents (as amended through the various dates of issuance), will be duly and validly issued, fully paid and non-assessable. We understand that this opinion letter is to be used in connection with the Registration Statement and hereby consent to the filing of this opinion letter with and as a part of the Registration Statement and of any amendments thereto. It is understood that this opinion letter is to be used in connection with the offer and sale of the aforesaid shares only while the Registration Statement, as it may be amended from time to time as contemplated by Section 10(a)(3) of the Securities Act, is effective under the Securities Act. Very truly yours, /s/ Nutter, McClennen & Fish, LLP Nutter, McClennen & Fish, LLP EX-23.2 3 CONSENT OF PRICE WATERHOUSE COOPERS LLP Exhibit 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this Registration Statement of Carey International, Inc. on Form S-8 of our report dated January 30, 1998, on our audits of the consolidated financial statements and financial statement schedule of Carey International, Inc. and subsidiaries as of November 30, 1997 and 1996, and for each year in the three year period ended November 30, 1997 contained on page 26 of the Company's Annual Report on Form 10-K. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Washington, D.C. July 21, 1998 -----END PRIVACY-ENHANCED MESSAGE-----