<PAGE>
As filed with the Securities and Exchange Commission
on November 20, 1998
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 54-124269
(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)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
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, 824,200 shs. $11.22 $9,247,524.00 $2,728.02
par value
$.10 per share
- ------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------
</TABLE>
(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 November 19, 1998.
<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") (Commission file number 000-28600) are incorporated herein by
reference:
(a) The Company's Annual Report on Form 10-K as filed with the
Commission on March 31, 1998 (and any amendments thereto) under the
Securities Act of 1933, as amended (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.
II-1
<PAGE>
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
II-2
<PAGE>
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.
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
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
- -------- ----------------------
<S> <C>
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 (file number 000-28600) on
March 14, 1997, (the "1997 Annual Report"), and hereby
incorporated by reference).
4.02 By-laws of the Company (filed as Exhibit 3.2 to the 1997 Annual
Report and hereby incorporated by reference).
4.03 Specimen Common Stock Certificate of the Company (filed as
Exhibit 4.1 to the 1997 Annual Report 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).
II-3
<PAGE>
*23.02 Consent of PricewaterhouseCoopers LLP.
25.01 Powers of Attorney (included on signature page).
</TABLE>
_____________________
* Filed herewith.
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-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 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.
II-4
<PAGE>
(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.
(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.
II-5
<PAGE>
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
September 23, 1998.
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 September 23, 1998.
<PAGE>
<TABLE>
<CAPTION>
Signature Title
--------- ------
<S> <C>
/s/ David M. Phillips Director, Chairman, President David M. Phillips
- ------------------------ and Chief Executive Officer,
(Principal Executive Officer)
/s/ Leonard L. Ciarrocchi Executive Vice President - Chief
- ------------------------ Financial Officer
Leonard L. Ciarrocchi (Principal Financial Officer)
/s/ Michael P. Devereux Vice President - Controller
- ------------------------ (Principal Accounting Officer)
Michael P. Devereux
/s/ Michael R. Eisenson Director
- ------------------------
Michael R. Eisenson
/s/ Thomas L. Kempner Director
- ------------------------
Thomas L. Kempner
/s/ Dudley C. Mecum Director
- ------------------------
Dudley C. Mecum
/s/ Mark A. Rosen Director
- ------------------------
Mark A. Rosen
/s/ Michael R. Stanfield Director
- ------------------------
Michael R. Stanfield
/s/ Herbert S. Winokur, Jr. Director
- ------------------------
Herbert S. Winokur, Jr.
</TABLE>
II-7
<PAGE>
INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8
<TABLE>
<CAPTION>
Exhibit
Number Description of Document Page
- -------- ----------------------- -----
<S> <C> <C>
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 (file number 000-28600)
on March 14, 1997, (the "1997 Annual Report"),
and hereby incorporated by reference).
4.02 By-laws of the Company (filed as
Exhibit 3.2 to the 1997 Annual Report
and hereby incorporated by reference).
4.03 Specimen Common Stock Certificate of
the Company (filed as Exhibit 4.1 to
the 1997 Annual Report 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 PricewaterhouseCoopers LLP.
25.01 Powers of Attorney (included on
signature page).
</TABLE>
______________________
* 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 1,500,000 Shares. Such Shares may be either authorized, but unissued
Shares, or Shares issued and thereafter reacquired by CCCISG.
-2-
<PAGE>
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 ten (10) 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.
-3-
<PAGE>
(b) The maximum term of each Option granted under the Plan shall be the
term set forth in the Stock Option Agreement which 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:
-4-
<PAGE>
(i) A notice, in the form and manner prescribed by the
Committee, specifying the number of shares to be
purchased under an Option, and
(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
-5-
<PAGE>
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 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.
-6-
<PAGE>
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 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
-7-
<PAGE>
respect of the failure to sell such Shares as to which such requisite
authority shall not have been obtained.
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.
-8-
<PAGE>
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 ten (10) 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-five percent (25%) 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 TENTH (10TH) 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 ten (10) years,
the Option shall expire sooner than the expiration of ten (10) 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
-2-
<PAGE>
Grantee would be eligible to receive the benefits under the Federal Social
Security Act or retires with the consent of the Board of 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
-3-
<PAGE>
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 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
-4-
<PAGE>
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 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.
-5-
<PAGE>
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.
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
-6-
<PAGE>
Exhibit 5.01
CCC Information Services Group Inc. November 20, 1998
444 Merchandise Mart
Chicago, Illinois 60654
Re: 824,200 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 824,200 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 PricewaterhouseCoopers LLP
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated January 21, 1998,
except as to Note 15, which is as of February 10, 1998, appearing in CCC
Information Services Group Inc.'s Annual Report on Form 10-K for the year
ended December 31, 1997.
PricewaterhouseCoopers LLP
Chicago, Illinois
November 20, 1998
