<PAGE>
As filed with the Securities and Exchange Commission
on October 31, 1996
Registration No. 333-
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
CCC INFORMATION SERVICES GROUP INC.
(Exact name of registrant as specified in its charter)
Delaware 54-1242469
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
444 Merchandise Mart
Chicago, Illinois 60654
(312) 222-4636
(Address, including ZIP code, and telephone number, including area code,
of registrant's principal executive offices)
CCC INFORMATION SERVICES GROUP INC.
STOCK OPTION PLAN
(Full title of plan)
GERALD P. KENNEY, ESQ. Copy to:
Vice President and LELAND E. HUTCHINSON, ESQ.
General Counsel Winston & Strawn
CCC Information Services Group Inc. 35 West Wacker Drive
444 Merchandise Mart Chicago, Illinois 60601
Chicago, Illinois 60654 (312) 558-7336
(312) 222-4636
(Name, address, including ZIP code, and
telephone number, including area code,
of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------
Proposed Proposed
Title of securities Amount to be maximum offering maximum aggregate Amount of
to be registered registered price per share (1) offering price (1) registration fee
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 2,173,240 shs. $18.50 $40,204,940 $12,183.32
par value
$.10 per share
- ---------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
</TABLE>
(1) Calculated pursuant to Rule 457(c) of the Securities Act of 1933, as
amended, based upon the average of the bid and ask price of the common
stock, par value $.10 per share, of CCC Information Services Group Inc.
on the NASDAQ National Market System on October 29, 1996.
--------------------.
<PAGE>
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed with the Securities and
Exchange Commission (the "Commission") by CCC Information Services Group Inc.
(the "Company") are incorporated herein by reference:
(a) The Company's Prospectus dated August 16, 1996 as filed with the
Commission on August 19, 1996 pursuant to Rule 424(b) under the Securities Act
of 1933, as amended (the "Securities Act"), containing audited financial
statements for the Company's latest fiscal year.
(b) The description of the Company's common stock, par value $.10 per
share (the "Common Stock"), which is contained in the registration statement on
Form 8-A filed with the Commission on July 1, 1996 under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), including any subsequent amendment
or any report filed for the purpose of updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold are deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the respective dates of
filing of such documents (such documents, and the documents enumerated above,
being hereinafter referred to as "Incorporated Documents").
Any statement contained in an Incorporated Document shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
II-1
<PAGE>
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company is incorporated under the laws of the State of Delaware.
Section 145 of the Delaware General Corporation Law (the "Delaware Law")
(Section 145") provides that a Delaware corporation may indemnify any persons
who are, or are threatened to be made, parties to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of such corporation),
by reason of the fact that such person was an officer, director, employee or
agent of another corporation or enterprise. The indemnity may include expenses
(including attorneys' fees), judgments, fines, and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action
or proceeding, if he acted in good faith and in a manner he reasonably believed
to be in or not appeared to the best interests of the corporation, and, with
respect to any criminal action, had no reasonable cause to believe that this
his conduct was illegal. A Delaware corporation may indemnify any persons who
are, or are threatened to be made, a party to any threatened, pending or
completed action or suit by or in the right of the corporation by reason of the
fact that such person was a director, officer, employee or agent of another
corporation or enterprise. The indemnity may include defense or settlement of
such action or suit, provided such person acted in good faith and in a manner
he reasonably believed to be in or not opposed to the corporation's best
interests except that no indemnification is permitted without judicial approval
if the officer or director is adjudged to be liable to the corporation. Where
an officer or director is successful on the merits or otherwise in the defense
of any action referred to above, the corporation must indemnify him against the
expenses which such officer or director has actually and reasonably incurred.
The Company's Certificate of Incorporation and Bylaws provide for the
indemnification of directors and officers of the Company to the fullest extent
permitted by Section 145.
As permitted by Delaware Law, the Certificate of Incorporation
provides that directors of the Company shall have no personal liability to the
Company or its stockholders for monetary damages for breach of fiduciary duty as
a director, except (i) for any breach of a director's duty of loyalty to the
Company or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or knowing violations of law, (iii) under
Section 174 of the Delaware Law, or (iv) for any transaction from which a
director derived an improper personal benefit.
II-2
<PAGE>
The Company maintains directors' and officers' liability insurance.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
4.01 Certificate of Incorporation of the Company filed as Exhibit
3.01 to the Company's Registration Statement on Form S-1,
filed with the Commission on July 1, 1996, File No.
333-07287, as amended (the "Registration Statement"), is
hereby incorporated by reference.
4.02 By-laws of the Company, filed as Exhibit 3.02 to the
Company's Registration Statement is hereby incorporated by
reference.
*4.03 Form of Stock Option Plan and Stock Option Agreement.
*5.01 Opinion of Winston & Strawn as to the legality of the
securities being registered.
24.01 Consent of Winston & Strawn (included in its opinion filed as
Exhibit 5.01).
*24.02 Consent of Price Waterhouse LLP.
25.01 Powers of Attorney (included on signature page).
- --------------------------
* Filed herewith.
ITEM 9. UNDERTAKINGS
(a) The 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-3
<PAGE>
(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 registration statement is on Form S-3 or Form S-8 and 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 Exchange Act that are incorporated by
reference in the registration statement.
(2) That, for purposes 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 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, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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
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 Securities 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
II-4
<PAGE>
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 Securities Act and will be governed by
the final adjudication of such issue.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended (the "Securities Act"), the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned thereunto duly
authorized, in the City of Chicago, State of Illinois on October 31, 1996.
CCC INFORMATION SERVICES GROUP INC.
/s/ David M. Phillips
By: -------------------------------
David M. Phillips
Chairman, President and Chief
Executive Officer
POWER OF ATTORNEY
The undersigned directors and executive officers of CCC Information
Services Group Inc. do hereby constitute and appoint David M. Phillips and
Leonard L. Ciarrocchi and each of them, with full power of substitution, our
true and lawful attorneys-in-fact and agents to do any and all acts and things
in our name and behalf in our capacities as directors and officers, and to
execute any and all instruments for us and in our names in the capacities
indicated below which such person may deem necessary or advisable to enable CCC
Information Services Group Inc. to comply with the Securities Act, and any
rules, regulations and requirements of the Securities and Exchange Commission,
in connection with this registration statement, including specifically, but
not limited to, power and authority to sign for us, or any of us, in the
capacities indicated below and any and all amendments (including pre-effective
and post-effective amendments) hereto; and we do hereby ratify and confirm
all that such person or persons shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
on October 31, 1996.
SIGNATURE TITLE
/s/ David M. Phillips
- -------------------------- Director, Chairman, President and Chief
David M. Phillips Executive Officer
/s/ Leonard L. Ciarrocchi
- -------------------------- Executive Vice President - Chief
Leonard L. Ciarrocchi Financial Officer
(Principal Financial Officer)
II-6
<PAGE>
/s/ Donald J. Hallagan
- -------------------------- Vice President - Controller
Donald J. Hallagan (Principal Accounting Officer)
/s/ John J. Byrne
- -------------------------- Director
John J. Byrne
/s/ Morgan Davis
- -------------------------- Director
Morgan Davis
/s/ Thomas L. Kempner
- -------------------------- Director
Thomas L. Kempner
/s/ Gordon S. Macklin
- -------------------------- Director
Gordon S. Macklin
/s/ Robert T. Marto
- -------------------------- Director
Robert T. Marto
/s/ Michael R. Stanfield
- -------------------------- Director
Michael R. Stanfield
II-7
<PAGE>
INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT PAGE
4.01 Certificate of Incorporation of the Company
filed as Exhibit 3.01 to the Company's
Registration Statement on Form S-1, filed with
the Commission on July 1, 1996, File No.
333-07287, as amended (the "Registration
Statement"), is hereby incorporated by
reference.
4.02 By-laws of the Company, filed as Exhibit 3.02
to the Company's Registration Statement is
hereby incorporated by reference.
*4.03 Form of CCC Information Services Group Inc.
Stock Option Plan and Stock Option Agreement.
*5.01 Opinion of Winston & Strawn as to the legality
of the securities being registered.
24.01 Consent of Winston & Strawn (included in its
opinion filed as Exhibit 5.01).
*24.02 Consent of Price Waterhouse LLP.
25.01 Powers of Attorney (included on signature page).
- ------------------------
* Filed herewith.
II-8
<PAGE>
Exhibit 4.03
<PAGE>
CCC INFORMATION SERVICES GROUP INC.
STOCK OPTION PLAN
1. PURPOSE
The purpose of this Stock Option Plan (the "Plan") is to promote the growth
and general prosperity of CCC Information Services Group Inc., a Delaware
corporation ("the Company") and its direct and indirect subsidiaries, including
CCC Information Services Inc., a Delaware corporation ("CCC"), and subsidiaries
of CCC (collectively the "Companies"). Under the Plan, certain employees of the
Companies will be eligible to receive grants of options to purchase shares of
the Company common stock as an incentive to contribute to the success of the
Companies.
2. DEFINITIONS
Unless the context clearly indicates otherwise, the following terms, when
used in the Plan, shall have the meanings set forth in this Section 2. Wherever
used in the Plan, words in the masculine gender shall be deemed to refer to
females as well as males, and unless the context clearly indicates otherwise,
words in the singular shall be deemed to refer also to the plural.
(a) "Commencement Date" shall mean the date on which an Option is granted.
(b) "Committee" means the Compensation Committee of the Board of Directors
of the Company or such other committee as the Board by resolution
shall designate.
<PAGE>
(c) "Common Stock" means the $.10 par value per share common stock of the
Company.
(d) "Disabled" means "permanently and totally disabled" as defined in
Section 105(d) of the Internal Revenue Code of 1986.
(e) "Employee" means an employee of at least one of the Companies.
(f) "Exercise Price" means either, as the context requires, the price per
Share (fair market value as of the date an Option is granted as
determined by the Committee) that shall be tendered to the Company
upon exercise of the Option, or the aggregate price that shall be
tendered to the Company in payment for Shares upon exercise of an
Option or a portion of the Option.
(g) "Grantee" means an individual to whom an Option is granted under the
Plan.
(h) "Option" means a right granted to purchase Shares under the Plan.
(i) "Stock Option Agreement" means the written instrument embodying an
agreement between the Company and a Grantee, as provided in the Plan,
evidencing the grant of an Option to the Grantee.
(j) "Plan" means the CCC Information Services Group Inc. Stock Option Plan
as set forth herein, as may be amended from time to time.
(k) "Shares" means shares of Common Stock.
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<PAGE>
3. ADMINISTRATION
The Plan shall be administered by the Committee. Subject to the provisions
of the Plan, the Committee shall have authority to do everything necessary or
appropriate to administer the Plan including, without limitation, interpreting
the Plan. The Committee may take action only upon the agreement of a majority
of its members then in office. Any action taken by the Committee through a
written instrument signed by a majority of its members then in office shall be
effective as though taken at a meeting duly called and held. All decisions,
determinations, and interpretations of the Committee shall be final and binding
on all concerned.
4. SHARES OF COMMON STOCK ELIGIBLE FOR ISSUANCE UNDER THE PLAN
Subject to the provisions of Section 10, the aggregate number of Shares
that may be issued upon the exercise of Options granted under the Plan is
2,173,240. Such Shares may be either authorized, but unissued Shares, or Shares
issued and thereafter reacquired by the Company.
5. ELIGIBILITY
Options shall be granted for Shares in the amounts, at the Exercise Price,
and to the Employees as determined in the sole discretion of the Committee.
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<PAGE>
6. EFFECTIVE DATE
The Plan became effective upon its adoption by resolution of the holders of
the majority of securities entitled to vote of the Company.
7. DURATION OF OPTION
(a) The proper officers of the Company shall execute and deliver to each
Grantee a written Stock Option Agreement which shall be executed by the Grantee
and which shall state the total number of Shares subject to the Option, the
Exercise Price for such Shares, any provisions relating to vesting of the Option
and such other provisions as the Committee in each instance shall deem
appropriate and not inconsistent with any of the provisions of the Plan.
(b) The maximum term of each Option granted under the Plan shall not
exceed 10 years commencing on the date set forth in the Stock Option Agreement
(the "Commencement Date"). Notwithstanding the maximum 10-year term, all
Options granted under the Plan shall expire sooner as follows:
(i) If the employment of a Grantee is terminated for any reason other
than as specified in subparagraphs (ii), (iii) or (iv) hereof, then the
Option will expire on the thirtieth (30th) day after the date of such
termination.
(ii) Subject to subparagraphs (iii) and (iv) hereof, if the Grantee
retires from the Companies at an age at which such Grantee would be
eligible to receive benefits under the
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<PAGE>
Federal Social Security Act or retires with the consent of the Board
of Directors of the Company, the Option will expire three (3) months
after the date of termination.
(iii) Subject to subparagraph (iv) hereof, if a Grantee becomes
Disabled while serving in his capacity as an Employee, the Option will
expire twelve (12) months after the date of termination of the Employee's
employment as the result of having become Disabled.
(iv) If a Grantee dies while serving as an Employee, or if the Grantee
dies within twelve (12) months after termination of service in accordance
with subparagraph (iii) hereof, or if the Grantee shall die within three
(3) months after termination of service in accordance with subparagraph
(ii) hereof, the Option will expire twelve (12) months after the date of
death.
Following termination of employment for any reason, no Option shall become
exercisable except to the extent such Option was exercisable on the date of such
termination.
8. EXERCISE OF OPTION
(a) Options shall be exercised by delivering or mailing at the time of
exercise to the Committee:
(1) A notice, in the form and manner prescribed by the Committee,
specifying the number of shares to be purchased under an Option, and
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<PAGE>
(2) Payment in full of the Exercise Price for the Shares so purchased
by (i) a money order, cashiers check or certified check payable to the
Company, (ii) shares of Common Stock owned by the Grantee (duly endorsed),
or (iii) such other form of payment as shall be determined by the Committee
to be acceptable. Any shares delivered to the Company as payment for
Shares upon exercise of the Option shall be valued at their fair market
value as of the date of exercise of the Option as determined by (A)
reference to prices quoted on a public exchange for the Common Stock or,
(B) if no such quotation exists, as determined by the Committee in its sole
discretion.
(b) All Options granted under the Plan shall be subject to a vesting
schedule, which shall be determined in the discretion of the Committee, except
that each Option granted under the Plan shall be immediately exercisable on the
Commencement Date with respect to such percentage of the Shares subject to each
Option as shall be determined at the discretion of the Committee.
(c) No Option shall be exercisable in whole or in part and no certificates
representing Shares subject to the Option shall be delivered at any time that
the Company shall determine that the satisfaction of withholding tax or other
withholding liabilities is necessary or desirable, unless and until such
withholding shall have been effected.
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<PAGE>
(d) Options shall be exercisable only with respect to whole Shares and
shall not be exercisable with respect to fractional Shares.
9. EFFECT OF MERGER OR OTHER REORGANIZATION
If the Company shall be involved in a merger, consolidation or other
reorganization, a Grantee shall be entitled, whether or not the Company is the
surviving corporation, to receive an option to purchase the same number of
shares (or a fraction of a share) in the surviving corporation that a holder of
a number of Shares equal to the total number of Shares that a Grantee could
purchase, in accordance with the provisions relating to vesting as referenced in
Sections 7 and 8, would be entitled to receive under the terms of the merger or
consolidation. Options granted under this Section. 9 shall be deemed granted on
the date the original Options were granted for purposes of Section 8(b). If the
Company is not the surviving corporation, the surviving corporation (the
"Successor") shall succeed to the rights and obligations of the Company under
this Plan, including, without limitation, Section 16.
10. ADJUSTMENT PROVISIONS If any subdivision or combination of shares of
Common Stock or any stock dividend occurs after the adoption of the Plan, the
Committee shall make such proportionate adjustments as are appropriate in the
number of shares of Common Stock that may be issued under Section 4 and in
the Exercise Price of, and the number
-7-
<PAGE>
of Shares underlying, outstanding Options in order to prevent the dilution or
enlargement of the rights of any Grantee.
11. ISSUANCE OF SHARES OF COMMON STOCK
Upon receipt of the notice of exercise and payment of the Exercise Price,
the Company shall, subject to the provisions of Section 8(c), promptly issue to
the Grantee a certificate or certificates for the Shares purchased, without
charge to him for issue or transfer tax. Until the issuance of such
certificates, no right to vote or receive dividends or other distributions nor
any other rights as a stockholder of the Company shall exist with respect to
Shares receivable notwithstanding the exercise of the Option. Except as
provided in Section 10, no adjustment shall be made for distribution or other
rights for which the record date is prior to the date a Common Stock certificate
is issued.
12. NONASSIGNABILITY
Options shall be exercisable only by the Grantee or, in the case of the
Grantee's death or incapacity, the Grantee's executors, administrators,
guardians or other legal representatives and shall not be assignable or
transferable by him, and no other person shall acquire rights therein.
13. AMENDMENT OR TERMINATION OF THE PLAN
(a) The Committee may amend the Plan from time to time in such respects as
the Committee may deem advisable. Any such
-8-
<PAGE>
amendment may apply to any Options that were granted before the date such
amendment is adopted, but that have not been exercised as of the date such
amendment is adopted, provided that no such amendment shall change the number
of Shares subject to, or the Exercise Price of, any such Option. No such
amendment shall affect any Option that has been exercised before the date
such amendment is adopted. (b) The Committee may terminate the Plan at
any time. The termination of the Plan shall not affect Options previously
granted and such Options shall remain in full force and effect as if the Plan
had not been terminated.
14. AGREEMENT AND REPRESENTATIONS OF GRANTEE
As a condition to the exercise of any portion of an Option, the Company may
require the person exercising such Option to represent and warrant at the time
of any such exercise that the Shares are being purchased only for investment and
without any present intention to sell or otherwise distribute such Shares. The
Shares shall not be offered, sold, transferred, pledged or otherwise disposed of
by the person exercising the Option in the absence of registration, or the
availability of an exemption from registration, under the Securities Act of
1933. No such offer, sale, transfer, pledge or other disposition may be made
without prior written opinion of counsel for the Company that such offer, sale,
transfer, pledge or other disposition will not violate the Securities Act of
1933 or other applicable securities law, rule or
-9-
<PAGE>
regulation of any jurisdiction. The foregoing restriction shall be indicated
by legend on the certificates representing such shares of Common Stock.
15. [RESERVED]
16. TAX CONSIDERATIONS
All options granted under the Plan are not intended to qualify, and shall
not be treated as, "incentive stock options" as such term is defined in Section
422 of the Internal Revenue Code of 1986.
17. RESERVATION OF SHARES
The Company, during the term of this Plan, shall at all times reserve and
keep available, and shall seek or obtain from any regulatory body having
jurisdiction any requisite authority in order to sell, such number of Shares as
shall be sufficient to satisfy the requirements of the Plan. Inability of the
Company to obtain from any regulatory body having jurisdiction the authority
deemed by Company's counsel to be necessary for the lawful sale of any Shares
hereunder shall relieve the Company of any liability in respect of the failure
to sell such Shares as to which such requisite authority shall not have been
obtained.
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<PAGE>
18. NOTICE
All notices delivered pursuant to the Plan shall be in writing, delivered
by hand or by first class certified mail, return receipt requested, postage
prepaid as specified in the Stock Option Agreement.
19. GOVERNING LAW
The Plan shall be construed and its provisions enforced and administered in
accordance with the laws of the State of Delaware, except to the extent that
such laws may be superseded by any
Federal law.
* * * * * *
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<PAGE>
STOCK OPTION AGREEMENT
pursuant to the
CCC INFORMATION SERVICES GROUP INC.
STOCK OPTION PLAN
AGREEMENT dated as of _______________ and entered into, in duplicate,
by and between CCC Information Services Group Inc., a Delaware corporation ("the
Company"), and ___________________ of
____________________________________________________________, an employee of CCC
Information Services Group Inc. or one of its subsidiaries (the "Grantee"). The
Company and its subsidiaries are sometimes hereinafter referred to as the
"Companies."
WITNESSETH that:
WHEREAS, the CCC Information Services Group Inc. Stock Option Plan
(the "Plan"), a copy of which is attached hereto, has been duly adopted by
action of the Company's Board of Directors; and
WHEREAS, the Compensation Committee of the Board of Directors of the
Company, acting as the Committee referred to in the Plan (the "Committee"), has
authorized the granting to the Grantee of a stock option as defined in the Plan
(the "Option") to purchase the number of shares of Common Stock of the Company
specified herein, upon the terms and subject to the conditions hereinafter set
forth, and the Company desires by this instrument to grant said Option and to
specify the terms and conditions thereof; and
<PAGE>
WHEREAS, the shares of the Common Stock of the Company that are
covered by the Option hereby granted under the Plan, when added to the other
shares of the Common Stock of the Company that are covered by other stock
options granted under the Plan, do not exceed the total number of shares of the
Common Stock of the Company with respect to which awards are authorized to be
granted under the Plan pursuant to Section 4 of the Plan.
NOW THEREFORE, it is hereby covenanted and agreed by and between the
Company and the Grantee as follows:
SECTION 1. The Company hereby grants to the Grantee an Option to
purchase an aggregate of __________ share(s) of the Common Stock of the Company,
par value 10 per share (the "Shares"). Subject to all of the terms and
conditions hereinafter set forth, such Option shall be irrevocable.
SECTION 2. The price at which such Option shall be exercisable to
purchase the Shares covered by this Agreement shall be _____________________ per
Share (the "Exercise Price").
SECTION 3. Subject to all of the other terms and conditions
hereinafter set forth, the Option may be exercised by the Grantee after the
respective dates hereinafter specified, but no later than five (5) years from
the date of this Agreement, namely:
(a) On the date hereof the Option may be exercised in respect of
twenty percent (20%) of the aggregate number of shares specified in Section 1.
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<PAGE>
(b) On or after the first (1st) anniversary date of this Agreement
the Option may be exercised in respect of an additional twenty percent (20%) of
the aggregate number of shares specified in Section 1.
(c) On or after the second (2nd) anniversary date of this Agreement
the Option may be exercised in respect of an additional twenty percent (20%) of
the aggregate number of shares specified in Section 1.
(d) On or after the third (3rd) anniversary date of this Agreement
the Option may be exercised in respect of an additional twenty percent (20%) of
the aggregate number of shares specified in Section 1.
(e) On or after the fourth (4th) anniversary date of this Agreement
the Option may be exercised in respect of an additional twenty percent (20 %) of
the aggregate number of shares specified in Section 1.
(f) If the Grantee's employment with the Companies terminates for any
reason, the Option shall not become exercisable with respect to any additional
shares that the Grantee would have been entitled to purchase upon the occurrence
of any anniversary date subsequent to the date of termination.
SECTION 4. Notwithstanding a maximum term of five (5) years, the
Option shall expire sooner than the expiration of five (5) years as follows:
(a) If the employment of the Grantee is terminated for any reason
other than as specified in paragraphs (b), (c) or (d)
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<PAGE>
hereof, then the Option will expire on the thirtieth (30th) day after the
date of such termination.
(b) Subject to paragraphs (c) and (d) hereof, if the Grantee retires
from the Companies at an age at which such Grantee would be eligible to receive
benefits under the Federal Social Security Act or retires with the consent of
the Board of Directors of the Company, the Option will expire three (3) months
after the date of termination.
(c) Subject to paragraph (d) hereof, if the Grantee becomes Disabled
while serving as an Employee, the Option will expire twelve (12) months after
the date of termination of the Employee's employment as the result of having
become Disabled.
(d) If the Grantee dies while serving as an Employee, or if the
Grantee dies within twelve (12) months after termination of service in
accordance with paragraph (c) hereof, or if the Grantee shall die within three
(3) months after termination of service in accordance with paragraph (b) hereof,
the Option will expire twelve (12) months after the date of death.
SECTION 5. The Option or a portion thereof shall be exercised by
delivering or mailing at the time of exercise to the Committee:
(a) a notice in writing specifying the number of whole Shares to be
purchased, and
(b) payment in full of the Exercise Price for the Shares so purchased
by (i) a money order, cashiers check, certified check or personal check payable
to the Company, (ii) shares of Common
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Stock owned by the Grantee duly endorsed for transfer, or (iii) such other
form of payment as shall be determined by the Committee to be acceptable.
Any shares delivered to the Company as payment for Shares upon exercise of
the Option shall be valued at their fair market value as of the date of
exercise of the Option as determined by (A) reference to prices quoted on a
public exchange for the Common Stock or, (B) if no such quotation exists, as
determined by the Committee in its sole discretion.
SECTION 6. Each exercise of the Option or portion thereof shall be
subject to the condition that if at any time the Company shall determine, in its
discretion, that it is necessary or desirable as a condition of, or in
connection with, such exercise (or the delivery of Shares thereunder) (i) to
satisfy withholding tax or other withholding liabilities, (ii) to effect the
listing, registration or qualification on any securities exchange or under any
state or federal law of any Shares deliverable in connection with such exercise,
or (iii) to obtain the consent or approval of any regulatory body, then in any
such event such exercise shall not be effective unless such withholding,
listing, registration, qualification, consent or approval shall have been
effected or obtained free of any conditions not acceptable to the Company. Any
such limitation affecting the right to exercise an Option shall not extend the
time within which the Option may be exercised, unless the Committee in its sole
discretion determines otherwise; and neither the Company nor the directors or
officers of the Company nor the Committee shall have any obligation or
liability to the
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Grantee or to any executor, administrator, guardian or other legal
representative of the Grantee with respect to any Shares with respect to
which the Option shall lapse or with respect to which the purchase of Shares
shall not be effected, because of such limitation.
SECTION 7.
(a) The Company shall not be obligated to sell any Shares upon the
exercise of the Option unless the Shares with respect to which the Option is
being exercised are at that time effectively registered or exempt from
registration under the Securities Act of 1933, and the sale of such Shares is in
compliance with all applicable state securities laws. If Shares are not
registered under the Act, but are exempt from registration the Grantee shall,
upon exercise of all or any portion of the Option, represent and warrant to the
Company that the Shares being acquired are being acquired for investment only
and without any present intention to resell or otherwise distribute such Shares.
(b) In the absence of registration for the purpose of resale, or the
availability of an exemption from registration, under the Securities Act of
1933, the Shares acquired upon exercise shall not be offered, sold, assigned,
pledged, hypothecated or otherwise transferred by the Grantee. Stock
certificates evidencing unregistered Shares acquired upon exercise of the Option
shall bear the following legend:
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES
LAWS OF ANY STATE. SUCH
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SHARES MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR
OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE
SECURITIES LAWS, OR UPON DELIVERY TO THE ISSUER OF AN OPINION OF
COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO SAID
CORPORATION, THAT REGISTRATION UNDER SUCH LAWS IS NOT REQUIRED."
SECTION 8. [RESERVED]
SECTION 9. The Grantee shall be solely responsible for any
federal, state or local income taxes imposed in connection with the exercise of
the Option or the delivery of Shares incident thereto. Prior to the transfer of
Shares to the Grantee in connection with the exercise of the Option, or a
portion thereof, the Grantee shall remit to the Company an amount sufficient to
satisfy any federal, state or local withholding tax requirements.
SECTION 10. The Option shall be exercisable only by the Grantee or,
in the case of the Grantee's death or incapacity, by the Grantee's executors,
administrators, guardians or other legal representatives and shall not be
assignable or transferable by him, and no other person shall acquire rights
therein.
SECTION 11. Upon receipt of the notice of exercise and payment of
the Exercise Price, the Company shall, subject to the provisions of Sections 6,
7 and 9 of this Agreement, promptly issue to the Grantee a certificate or
certificates for the Shares purchased, without charge to him for issue or
transfer tax. Until the issuance of such certificates, no right to direct the
vote or receive dividends or other distributions nor any other rights as a
stockholder of the Company shall exist with respect to Shares
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receivable, notwithstanding the exercise of the Option. Except as provided
in Section 12 of this Agreement, no adjustment shall be made for distribution
or other rights for which the record date is prior to the date a Common Stock
certificate is issued.
SECTION 12.
(a) If the Company shall be involved in a merger, consolidation or
other reorganization, the Grantee shall be entitled, whether or not the Company
is the surviving corporation, to receive an option to purchase the same number
of shares (or a fraction of a share) in the surviving corporation that a holder
of a number of Shares equal to the total number of Shares that the Grantee could
purchase in accordance with the vesting schedule of Section 3 above, would be
entitled to receive under the terms of the merger or consolidation. The option
granted under this Section 12 shall be deemed granted on the date the original
Option was granted for purposes of Section 3. If the Company is not the
surviving corporation, the surviving corporation (the "Successor") shall succeed
to the rights and obligations of the Company under this Agreement, including,
without limitation, Section 8.
(b) If any subdivision or combination of shares of Common Stock or
any stock dividend, capital reorganization or recapitalization occurs after the
adoption of the Plan, the Committee shall make such proportionate adjustments as
are appropriate in the purchase price of, and the number of Shares underlying,
the Option in order to prevent the dilution or enlargement of the rights of the
Grantee.
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<PAGE>
SECTION 13. Nothing contained in this Agreement shall be deemed by
implication or otherwise to confer upon the Grantee any right of continual
employment by any of the Companies.
SECTION 14. Any notice to be given hereunder by the Grantee shall
be sent by mail addressed to CCC Information Services Group Inc., 444
Merchandise Mart, Chicago, Illinois 60654-1005, to the attention of the
Corporate Secretary. Any notice by the Company to the Grantee shall be sent by
mail addressed to the Grantee at the address of the Grantee shown on page 1
hereof. Either party may, by notice given to the other in accordance with this
Section 14, change the address to which subsequent notices shall be sent.
SECTION 15. It is expressly understood and agreed that the Grantee
assumes all risks incident to any change hereafter in the applicable laws or
regulations or incident to any change in the market value of the Shares after
the exercise in whole or in part of the Option.
SECTION 16. The Option is not, is not intended to be, and shall not
be treated as, an "incentive stock option" as defined in Section 422 of the
Internal Revenue Code of 1986.
SECTION 17. This Agreement is entered into pursuant to the Plan (a
copy of which is delivered to the Grantee concurrently with this grant). This
Agreement is subject to all of the terms and provisions of the Plan, which are
incorporated into this Agreement by reference. In the event of a conflict
between this Agreement and the Plan, the provisions of the Plan shall govern.
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Unless otherwise defined herein, all capitalized terms contained herein shall
have the same meaning as set forth in the Plan.
SECTION 18. This Agreement shall be governed by, and shall be
construed, enforced and administered in accordance with, the laws of the State
of Delaware, except to the extent that such laws may be superseded by any
Federal law. This Agreement may not be modified orally.
SECTION 19. This Agreement, including, without limitation, Section
9, shall remain in full force and effect and shall be binding against the
parties hereto for so long as the Option remains outstanding and any Shares
issued to the Grantee under this Agreement continue to be held by the Grantee.
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed in its corporate name, and the Grantee has executed the same in
evidence of the Grantee's acceptance hereof, upon the terms and conditions
herein set forth, as of the day and year first above written.
CCC INFORMATION SERVICES GROUP INC.
By:_____________________________
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Exhibit 5.01
<PAGE>
EXHIBIT 5.01
CCC Information Services Group Inc.
444 Merchandise Mart
Chicago, Illinois 60654
Re: 2,173,240 Shares of Common Stock, $0.10
PAR VALUE, OF CCC INFORMATION SERVICES GROUP INC.
Dear Sir or Madam:
We refer to the Registration Statement on Form S-8 (the
"Registration Statement") filed by CCC Information Services Group Inc. (the
"Company") with the Securities and Exchange Commission under the Securities
Act of 1933, as amended (the "Securities Act"), relating to the registration
of 2,173,240 shares of Common Stock, $0.10 par value (the "Shares"), of the
Company which may be issued upon exercise of stock options granted to
employees of the Company pursuant to the CCC Information Services Group Stock
Option Plan (the "Plan").
We are familiar with the proceedings to date with respect to the
Plan and the proposed issuance and sale of the Shares and have examined such
records, documents and questions of law, and satisfied ourselves as to such
matters of fact, as we have considered relevant and necessary as a basis for
this opinion.
Based on the foregoing, we are of the opinion that:
1. The Company is duly incorporated and validly existing under the
laws of the State of Delaware.
2. The Shares will be, as and when acquired in accordance with the
terms and conditions of the Plan, legally issued, fully paid and
non-assessable under the Delaware General Corporation Law.
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.
<PAGE>
Page 2
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to all references to our firm included in or made
a part of the Registration Statement.
Very truly yours,
Winston & Strawn
<PAGE>
Exhibit 24.02
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
CCC Information Services Group Inc.
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 30, 1996, except for Note 17
which is as of August 13, 1996, relating to consolidated financial
statements of CCC Information Services Group Inc. (the "Company"), appearing on
page F-2 of the Company's Registration Statement on Form S-1 (no. 333-07287).
We also consent to the incorporation by reference in this Registration Statement
on Form S-8 of our report dated July 22, 1996 relating to the financial
statements of CCC Development Company appearing on page F-20 of the Company's
Registration Statement on Form S-1 (no. 338-07287).
Price Waterhouse LLP
Chicago, Illinois
October 30, 1996
