<PAGE>
As filed with the Securities and Exchange Commission
on April 28, 1997
Registration No. 333-
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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 54-124269
(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.
1997 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
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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, 675,800 shs. $12.00 $8,109,600 $2,457
par value
$.10 per share
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(1) Calculated pursuant to Rule 457(h) 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
April 22, 1997.
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of
Form S-8 will be sent or given to participating employees as specified by
Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities
Act"). These documents and the documents incorporated by reference into this
Registration Statement pursuant to Item 3 of Part II of this Registration
Statement, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
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 Annual Report on Form 10-K as filed with the
Commission on March 14, 1997 (and any amendments thereto) under the
Securities Act, containing audited financial statements for the Company's
latest fiscal year.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the end
of the fiscal year covered by the Annual Report on Form 10-K referenced above.
(c) 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 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.
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ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
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 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 Bylaws provide for the indemnification of directors and
officers of the Company to the fullest extent permitted by Section 145.
As permitted by Section 102(b)(7) of the 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
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<PAGE>
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.
The Company maintains directors' and officers' liability insurance
which insures the directors and officers of the Company against certain
liabilities.
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
3.1 to the Company's Annual Report on Form 10-K and any
amendments thereto (filed with the Commission on March 14,
1997, (the "Annual Report"), and hereby incorporated by
reference).
4.02 By-laws of the Company (filed as Exhibit 3.2 to the Annual
Report and hereby incorporated by reference).
4.03 Specimen Common Stock Certificate of the Company (filed as
Exhibit 4.1 to the Registration Statement on Form S-1 filed
August 5, 1996 and hereby incorporated by reference).
*4.04 Form of Stock Option Plan.
*4.05 Form of Stock Option Agreement.
*5.01 Opinion of Winston & Strawn as to the legality of the securities
being registered.
*23.01 Consent of Winston & Strawn (included in its opinion filed as
Exhibit 5.01).
*23.02 Consent of Price Waterhouse LLP.
25.01 Powers of Attorney (included on signature page).
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* Filed herewith.
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<PAGE>
ITEM 9. UNDERTAKINGS
(a) The undersigned Company 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 this 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 this
Registration Statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement or
any material change to such information in this 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, Form S-8 or Form F-3 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 this 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 Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company'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 this 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.
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(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the 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 Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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
Company 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Company 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 Chicago, State of Illinois, on April 22, 1997.
CCC INFORMATION SERVICES GROUP INC.
By: /s/ David M. Phillips
------------------------
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 of 1933, as
amended (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 April 22, 1997.
SIGNATURE TITLE
/s/ David M. Phillips Director, Chairman, President
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David M. Phillips and Chief Executive Officer,
(Principal Executive Officer)
/s/ Leonard L. Ciarrochi Executive Vice President - Chief
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Leonard L. Ciarrocchi Financial Officer
(Principal Financial Officer)
<PAGE>
/s/ Donald J. Hallagan Vice President - Controller
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Donald J. Hallagan (Principal Accounting Officer)
/s/ John J. Byrne Director
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John J. Byrne
/s/ Morgan Davis Director
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Morgan Davis
/s/ Thomas L. Kempner Director
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Thomas L. Kempner
/s/ Gordon S. Macklin Director
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Gordon S. Macklin
/s/ Robert T. Marto Director
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Robert T. Marto
/s/ Michael R. Stanfield Director
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Michael R. Stanfield
<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 3.1 to the
Company's Annual Report on Form 10-K
and any amendments thereto (filed
with the Commission on March 14,
1997, (the "Annual Report"), and
hereby incorporated by reference).
4.02 By-laws of the Company (filed as
Exhibit 3.2 to the Annual Report and
hereby incorporated by reference).
4.03 Specimen Common Stock Certificate of
the Company (filed as Exhibit 4.1 to
the Registration Statement on Form S-1
filed August 5, 1996 and hereby
incorporated by reference).
*4.04 Form of Stock Option Plan.
*4.05 Form of Stock Option Agreement.
*5.01 Opinion of Winston & Strawn as to the
legality of the securities being
registered.
*23.01 Consent of Winston & Strawn (included
in its opinion filed as Exhibit
5.01).
*23.02 Consent of Price Waterhouse LLP.
25.01 Powers of Attorney (included on
signature page).
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* Filed herewith.
<PAGE>
Exhibit 4.04
CCC INFORMATION SERVICES GROUP INC.
1997 STOCK OPTION PLAN
1. PURPOSE
The purpose of this 1997 Stock Option Plan (the "Plan") is to promote the
growth and general prosperity of CCC Information Services Group Inc., a Delaware
corporation ("CCCISG"), and its direct and indirect subsidiaries, including CCC
Information Services Inc., a Delaware corporation ("CCC"), and subsidiaries of
CCC (collectively, the "CCCISG Companies"). Under the Plan, certain employees
of the CCCISG Companies will be eligible to receive grants of options to
purchase shares of CCCISG common stock as an incentive to contribute to the
success of the CCCISG 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 CCCISG or such other committee as the Board by resolution shall designate.
The Committee shall not include members who are officers or otherwise employed
by CCCISG, or its subsidiaries.
(c) "Common Stock" means the $.10 par value per share common stock of
CCCISG.
(d) "Disabled" shall have the following meaning: An individual is
permanently and totally disabled if he is unable to engage in any substantial
gainful activity by reason of any medically determinable physical or mental
impairment which can be expected to result in death or which has lasted or can
be expected to last for a continuous period of not less than 12 months. An
individual shall not be considered to be permanently and totally disabled unless
he furnishes proof of the existence thereof in such form and manner, and at such
times, as the Committee may require. The Committee shall have the final decision
in determining if a party is disabled as defined herein.
<PAGE>
(e) "Employee" means an employee of at least one of the CCCISG Companies.
(f) "Exercise Price" means either, as the context requires, the price per
Share (not less than the greater of the stock price as quoted on the Nasdaq
National Market, or such other public exchange or market as designated by the
Committee, as of the close of business on the Commencement Date or the fair
market value as of the Commencement Date as determined by the Committee) that
shall be tendered to CCCISG upon exercise of the Option, or the aggregate price
that shall be tendered to CCCISG 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 CCCISG 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. 1997 Stock Option
Plan as set forth herein, as may be amended from time to time.
(k) "Shares" means shares of Common Stock.
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 9, the aggregate number of Shares that
may be issued upon the exercise of Options granted under the Plan shall be
675,800 Shares. Such Shares may be either authorized, but unissued Shares, or
Shares issued and thereafter reacquired by CCCISG.
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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.
Subject to all of the other terms and conditions hereinafter set forth, an
Option may be exercised by Grantee after the respective dates of the grant, but
no later than five (5) years from the date of the Stock Option Agreement,
namely:
(a) One (1) year after the Commencement Date the Option may be exercised
in respect of twenty five percent (25%) of the aggregate number of shares
granted.
(b) On or after the second (2nd) anniversary of the Commencement Date, the
Option may be exercised in respect of an additional twenty five percent (25%) of
the aggregate number of shares granted. Each succeeding anniversary date
thereafter the option may be exercised in respect of an additional twenty five
percent (25%) of the aggregate number of shares granted until all options have
been fully vested.
(c) If the Grantee's employment with the CCCISG 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.
(d) The maximum number of Options a Grantee can receive in any calendar
year is 75,000 Options.
6. EFFECTIVE DATE AND DURATION OF THE PLAN
The Plan shall become effective upon its adoption by resolution of the
majority of the Board of Directors of CCCISG entitled to vote and shall continue
in full force and effect until terminated. Such termination shall be no later
than the day that the last option available to be exercised hereunder expires
unless sooner terminated pursuant to Section 12 hereof.
7. DURATION OF OPTION
(a) The proper officers of CCCISG shall execute and deliver to each
Grantee a written Stock Option Agreement which shall be executed by the Grantee
and which shall state the Commencement Date, 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 be the
term set forth in the Stock Option Agreement which
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shall not exceed 10 years from the Commencement Date set forth in the Stock
Option Agreement. 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 CCCISG 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 CCCISG, 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 Secretary of CCCISG or his/her designee:
(i) 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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(ii) Payment in full of the Exercise Price, and any associated
withholding tax, for the Shares so purchased by (1) a money
order, cashiers check or certified check payable to CCCISG,
(2) shares of Common Stock owned by the Grantee (duly
endorsed), or (3) such other form of payment as shall be
determined by the Committee to be acceptable. Any shares
delivered to CCCISG 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 the Nasdaq National Market, or
such other public exchange or market designated by the
Committee, 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.
(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
CCCISG 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.
(d) Options shall be exercisable only with respect to whole Shares and
shall not be exercisable with respect to fractional Shares.
9. ADJUSTMENT OF AND CHANGES IN THE STOCK
(a) In the event that the shares of Common Stock of CCCISG shall be
changed into or exchanged for a different number or kind of shares of stock or
other securities of CCCISG or of another corporation (whether by reason of
merger, consolidation, recapitalization, reclassification, split-up, combination
of shares, or otherwise), or if the number of shares of Common Stock of CCCISG
shall be increased through a stock split or the payment of a stock dividend,
then there shall be substituted for or added to each share of Common Stock of
CCCISG theretofore appropriated or thereafter subject or which may become
subject to an Option under the Plan, the number and kind of shares of stock or
other securities into which each outstanding share of Common Stock of CCCISG
shall so be changed, or for which each such share shall be exchanged, or to
which each such share shall be entitled, as the case may be. Outstanding
Options shall also be amended as to price and other terms if necessary to
reflect the foregoing events. In
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the event there shall be any other change in the number or kind of the
outstanding shares of Common Stock of CCCISG or any stock or other securities
into which such Common Stock shall have been changed, or for which it shall have
been exchanged, then if the Committee shall, in its sole discretion, determine
that such change equitably requires an adjustment in any Option theretofore
granted or which may be granted under the Plan, such adjustment shall be made in
accordance with such determination.
(b) No right to purchase fractional shares shall result from any
adjustment in Options pursuant to this Section 9. In case of any such
adjustment the shares subject to the option shall be rounded down to the nearest
whole share. Notice of any adjustment shall be given by CCCISG to each Grantee
which shall have been so adjusted and such adjustment (whether or not notice is
given) shall be effective and binding for all purposes of the Plan.
(c) In the event CCCISG is a party to a merger or other reorganization,
outstanding options shall not be affected if CCCISG is the surviving
corporation. If CCCISG is not the surviving corporation, outstanding options
subject to the agreement of merger or reorganization shall either be continued
by the surviving corporation at a comparable economic value, or a cash
settlement shall be provided to optionholders for all vested and unvested
options.
10. ISSUANCE OF SHARES OF COMMON STOCK
Upon receipt of the notice of exercise and payment of the Exercise Price,
CCCISG shall, subject to the provisions of Section 8(c), 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 CCCISG shall exist with respect to Shares receivable
notwithstanding the exercise of the Option. Except as provided in Section 9, 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.
11. TRANSFERABILITY OF OPTION
Each Option shall be transferable only by will or the laws of descent and
distribution and shall only be exercisable by the Grantee during his or her
lifetime.
12. 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 amendment may apply to any Options
that were granted before the date such amendment is adopted, but that have not
been exercised as
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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 at any time terminate the Plan. Any such
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.
13. AGREEMENT AND REPRESENTATIONS OF GRANTEE
As a condition to the exercise of any portion of an Option, CCCISG 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 CCCISG that such offer, sale,
transfer, pledge or other disposition will not violate the Securities Act of
1933 or other applicable securities law, rule or regulation of any jurisdiction.
14. 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, as amended.
15. RESERVATION OF SHARES
CCCISG, 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 CCCISG to
obtain from any regulatory body having jurisdiction the authority deemed by
CCCISG's counsel to be necessary for the lawful sale of any Shares hereunder
shall relieve CCCISG 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>
16. 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.
17. 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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Exhibit 4.05
FORM OF
STOCK OPTION AGREEMENT
PURSUANT TO THE
CCC INFORMATION SERVICES GROUP INC.
1997 STOCK OPTION PLAN
THIS AGREEMENT dated as of _____________ ("COMMENCEMENT DATE") and
entered into, in duplicate, by and between CCC Information Services Group, Inc.,
a Delaware corporation ("CCCG") and ______________ living at ____________ an
employee of CCC Information Services Inc. ("the GRANTEE").
The CCC Information Services Group Inc. 1997 Stock Option Plan (the
"PLAN"), a copy of which is attached hereto, has been duly adopted by action of
the CCCG Board of Directors; and
The Compensation Committee of the Board of Directors of CCCG, 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 CCCG specified herein, upon
the terms and subject to the conditions hereinafter set forth, and CCCG desires
by this instrument to grant said Option and to specify the terms and conditions
thereof; and
The shares of the Common Stock of CCCG that are covered by the Option
hereby granted under the Plan, when added to the other shares of the Common
Stock of CCCG that are covered by other stock options granted under the Plan, do
not exceed the total number of shares of the Common Stock of CCCG with respect
to which awards are authorized to be granted under the Plan pursuant to Section
4 of the Plan.
It is therefore agreed by and between CCCG and the Grantee as follows:
Section 1. CCCG hereby grants to the Grantee an Option to purchase
an aggregate of ___ shares of the Common Stock of CCCG, 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 exercised to
purchase the Shares covered by this Agreement (the "EXERCISE PRICE") shall be
the fair market value, as of the Commencement Date of the Option, determined by
(a) reference to the closing price on the Nasdaq National Market for the Common
Stock as of such Commencement Date, or (b) if no such quotation exists, as
determined by the Committee in its sole discretion.
<PAGE>
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 Commencement Date of this Agreement, namely:
(a) On or after the first (1st) anniversary of the Commencement Date
of this Agreement, which shall be _______, the Option may be exercised in
respect of an additional twenty-five percent (25%) of the aggregate number of
shares specified in Section 1.
(b) On or after the second (2nd) anniversary of the Commencement Date
of this Agreement, which shall be _______, the Option may be exercised in
respect of an additional twenty-five percent (25%) of the aggregate number of
shares specified in Section 1.
(c) On or after the third (3rd) anniversary of the Commencement Date
of this Agreement, which shall be _______, the Option may be exercised in
respect of an additional twenty-five percent (25%) of the aggregate number of
shares specified in Section 1.
(d) On or after the fourth (4th) anniversary of the Commencement Date
of this Agreement, which shall be _______, the Option may be exercised in
respect of an additional twenty percent (20%) of the aggregate number of shares
specified in Section 1.
(e) If the Grantee's employment with the CCCG Companies terminates
for any reason, the Option shall not be exercised 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. ON THE FIFTH (5TH) ANNIVERSARY OF THE COMMENCEMENT DATE
OF THIS AGREEMENT, WHICH SHALL BE _____, ALL OPTIONS NOT PREVIOUSLY EXERCISED
SHALL EXPIRE AND GRANTEE SHALL HAVE NO FURTHER RIGHT OR INTEREST IN SUCH OPTIONS
GRANTED HEREUNDER. Notwithstanding a maximum of five (5) years, the Option
shall expire sooner than the expiration of six (6) 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) 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 CCCG Companies at an age at which such Grantee would be eligible to
receive the benefits under the Federal Social Security Act or retires with the
consent of the Board of
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<PAGE>
Directors of CCCG, 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, and associated withholding
tax, for the Shares so purchased by (i) a money order, cashiers check, certified
check or personal check payable to CCCG, (ii) shares of Common Stock owned by
the Grantee duly endorsed for transfer, of (iii) such other form of payment as
shall be determined by the Committee to be acceptable. Any shares delivered to
CCCG 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 closing price quoted on the Nasdaq National Market 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 CCCG 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 CCCG. 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 CCCG nor the directors or officers
of CCCG nor the
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<PAGE>
Committee shall have any obligation or liability to the 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. 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 CCCG an amount sufficient to satisfy
any federal, state or local withholding tax requirements.
Section 8. The Option shall be exercised 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 be
transferable only by will or the by laws of descent and distribution.
Section 9. Upon receipt of the notice of exercise and payment of
the Exercise Price, CCCG shall, subject to the provisions of Sections 6 and 7 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 CCCG
shall exist with respect to Shares receivable, notwithstanding the exercise of
the Option. Except as provided in Section 10 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 10.
(a) In the event that the shares of Common Stock of CCCG
shall be changed into or exchanged for a different number or kind of shares of
stock or other securities of CCCG or of another corporation (whether by reason
of merger, consolidation, recapitalization, reclassification, split-up,
combination of shares, or otherwise), or if the number of shares of Common Stock
of CCCG shall be increased through a stock split or the payment of a stock
dividend, then there shall be substituted for or added to each share of Common
Stock of CCCG theretofore appropriated or thereafter subject or which may become
subject to an Option under the Plan, the number and kind of shares of stock or
other securities into which each outstanding share of Common Stock of CCCG shall
so be changed, or for which each such share shall be exchanged, or to which each
such share shall be entitled, as the case may be. Outstanding Options shall
also be amended as to price and other terms if necessary to reflect the
foregoing events. In
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<PAGE>
the event there shall be any other change in the number or kind of the
outstanding shares of Common Stock of CCCG or any stock or other securities into
which such Common Stock shall have been changed, or for which it shall have been
exchanged, then if the Committee shall, in its sole discretion, determine that
such change equitably requires an adjustment in any Option theretofore granted
or which may be granted under the Plan, such adjustment shall be made in
accordance with such determination.
(b) No right to purchase fractional shares shall result
from any adjustment in Options pursuant to this Section 10. In case of any such
adjustment, the shares subject to the option shall be rounded down to the
nearest whole share. Notice of any adjustment shall be given by CCCG to each
Grantee which shall have been so adjusted and such adjustment (whether or not
notice is given) shall be effective and binding for all purposes of the Plan.
(c) In the event CCCG is a party to a merger or other
reorganization, outstanding options shall be subject to the agreement of merger
or reorganization. Such agreement may provide, without limitation, for the
assumption of outstanding options by the surviving corporation or its parent,
for their continuation by CCCG (if CCCG is a surviving corporation), for
accelerated vesting and accelerated expiration, or for settlement in cash.
Section 11. 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 CCCG Companies.
Section 12. Any notice to be given hereunder by the Grantee shall
be hand delivered or sent by mail, return receipt requested, addressed to CCC
Information Services Group Inc., 444 Merchandise Mart, Chicago, Illinois 60654-
1005, to the attention of the Corporate Secretary. Any notice by CCCG 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 12, change the address to which subsequent
notices shall be sent.
Section 13. 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 14. 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.
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<PAGE>
Section 15. 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.
Unless otherwise defined herein, all capitalized terms contained herein shall
have the same meaning as set froth in the Plan.
Section 16. This Agreement shall be governed by, and shall be
construed, enforced and administered 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 17. This Agreement 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, CCCG 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:
-----------------------------
Gerald P. Kenney, Secretary
--------------------------------
Grantee
--------------------------------
Printed Name
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<PAGE>
Exhibit 5.01
CCC Information Services Group Inc.
444 Merchandise Mart
Chicago, Illinois 60654
Re: 675,800 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 675,800 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 1997 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.
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 23.02
Consent of Price Waterhouse LLP
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated January 22, 1997, which
appears on page 22 of the CCC Information Services Group Inc. Annual Report on
Form 10-K/A for the year ended December 31, 1996.
Price Waterhouse LLP
Chicago, Illinois
April 22, 1997
