<PAGE>
As filed with the Securities and Exchange Commission
on March 2, 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.
1998 EMPLOYEE STOCK PURCHASE 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 Amont to be maximum offering maximum aggregate Amount of
to be registered (1) registered (1) price per share (2) offering price (2) registration fee
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 500,000 shs. $24.625 $12,312,500 $3,632.19
par value
$.10 per share
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
<PAGE>
(2) Calculated pursuant to Rule 457(h) under 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 February 27, 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") are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K as filed with the
Commission on March 14, 1997 (file no. 000-28600) under the Securities Exchange
Act of 1934, as amended (the "Exchange 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
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 (file no. 000-28600) 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 and by the CCC Information Services
Group Inc. 1998 Employee Stock Purchase Plan ("the Plan") pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement (including the Plan's subsequent annual reports on Form
11-K) 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
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 (filed with the
Commission (file no. 000-28600) 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 Company's Registration Statement (file no.
333-07287) on Form S-1 filed August 15, 1996 and hereby
incorporated by reference).
*4.04 Form of CCC Information Services Inc. 1998 Employee Stock
Purchase Plan.
*5.01 Opinion of Winston & Strawn
*23.01 Consent of Price Waterhouse LLP
II-3
<PAGE>
*23.02 Consent of Winston & Strawn (included in its opinion filed as
Exhibit 5.01)
*25.01 Powers of Attorney (included on signature page).
- ------------------------
* 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.
II-4
<PAGE>
(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.
(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 February 27,
1998.
CCC INFORMATION SERVICES GROUP INC.
By:
______________________________________
David M. Phillips
Chairman, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, the
Compensation Committee of the Board of Directors (or other persons who
administer the employee benefit plan) have duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York on the 27th day of
February, 1998.
CCC INFORMATION SERVICES GROUP INC.
1998 EMPLOYEE STOCK PURCHASE PLAN
By:
______________________________________
Thomas L. Kempner,
Compensation Committee Chairman
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
II-6
<PAGE>
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 February 27th, 1998.
Signature Title
--------- -----
Director, Chairman, President
- -------------------------- and Chief Executive Officer,
David M. Phillips (Principal Executive Officer)
Executive Vice President - Chief
- -------------------------- Financial Officer
Leonard L. Ciarrocchi
Vice President and Chief
- -------------------------- Accounting Officer
Michael P. Devereaux
Director
John J. Byrne
Director
- --------------------------
Morgan Davis
Director
- --------------------------
Thomas L. Kempner
Director
- --------------------------
Gordon S. Macklin
Director
- --------------------------
Robert T. Marto
Director
- --------------------------
Michael R. Stanfield
II-7
<PAGE>
INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8
Exhibit
Number Description of Document Page
- -------- ----------------------- ----
4.01 Certificate of Incorporation of the Company filed as Exhibit
3.1 to the Company's Annual Report on Form 10-K (filed with
the Commission (file no. 000-28600) 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 Company's Registration Statement (file
no. 333-07287) on Form S-1 filed August 15, 1996 and hereby
incorporated by reference).
*4.04 Form of CCC Information Services Group Inc. 1998 Employee
Stock Purchase Plan.
*5.01 Opinion of Winston & Strawn
*23.01 Consent of Price Waterhouse LLP
*23.02 Consent of Winston & Strawn (included in its opinion filed
as Exhibit 5.01)
*25.01 Powers of Attorney (included on signature page).
- ----------------------
* Filed herewith.
<PAGE>
Exhibit 4.04
Form of CCC Information Services Group Inc.
1998 Employee Stock Purchase Plan
1. PURPOSE. The purpose of the CCC Information Services Group Inc. 1998
Employee Stock Purchase Plan (the "Plan"), is to provide employees of CCC
Information Services Group Inc. ("CCC") and Participating Subsidiaries (CCC and
the Participating Subsidiaries being collectively referred to as the "Company")
an opportunity to own an equity interest in CCC and, through such ownership, to
promote their identification with the interests of shareholders of CCC, to
stimulate their commitment to the business objectives of CCC and to maintain
their motivation through the opportunity to share in the growth of CCC. It is
intended that options issued pursuant to the Plan shall constitute options
issued pursuant to an "employee stock purchase plan" within the meaning of
Section 423 of the Internal Revenue Code of 1986, as amended.
2. DEFINITIONS. As used herein, the terms set forth below have the
meanings assigned to them in this Section 2 and shall include the plural as well
as the singular.
ADMINISTRATOR means the brokerage firm or financial institution (if
any) retained to perform administrative services described in Section 6(b).
BOARD OF DIRECTORS means the board of directors of CCC Information
Services Group Inc.
BROKERAGE ACCOUNT means the account in which the Deposited Shares are
held.
CCC means CCC Information Services Group Inc., a Delaware corporation.
CODE means the Internal Revenue Code of 1986, as amended.
COMMITTEE means that committee that administers the Plan and which is
appointed pursuant to Section 6.
COMPANY means CCC and any Participating Subsidiaries.
COMPENSATION means the Participant's base pay while a Participant in
the Plan, which excludes overtime and bonuses.
DEPOSITED SHARES means the full and fractional Shares that have been
purchased for a Participant pursuant to the
<PAGE>
exercise of Options under the Plan and which are held for the Participant
in a Brokerage Account.
ELECTED PERCENTAGE means the percentage of Compensation that the
Participant elects to contribute toward the purchase of Shares pursuant to
this Plan.
ENTRY DATE means the first day of February, May, August and November;
PROVIDED, HOWEVER, that the initial Entry Date shall be March 1, 1998.
FAIR MARKET VALUE means for a Trading Day the closing price for Shares
as reported by NASDAQ or, if the Shares are no longer listed on NASDAQ, as
reported on such other exchange on which the Shares are listed.
GRANT DATE means the first Trading Day of February, May, August and
November; PROVIDED, HOWEVER, that the initial Grant Date shall be the first
Trading Day of March 1998.
OPTION means an option granted under this Plan that will entitle a
Participant to purchase Shares.
PARTICIPATING SUBSIDIARY means a Subsidiary listed in Appendix A whose
employees are eligible to be granted Options under the Plan.
PLAN means the CCC Information Services Group Inc. 1998 Employee Stock
Purchase Plan.
PURCHASE ACCOUNT means the account used to purchase Shares through the
exercise of Options under the Plan.
PURCHASE DATE means the last Trading Day of each calendar month, or
such other date as shall be established by the Committee.
PURCHASED SHARES means the full and fractional Shares purchased
pursuant to the exercise of Options under the Plan.
RESTRICTED PERIOD means the period of time during which Shares are
held in the Deposit Account pursuant to Section 11(d).
SHARES means the common stock of CCC Information Services Group Inc.,
par value $.10 per share.
STATUTORY LIMITATION is defined in Section 7.
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<PAGE>
SUBSIDIARY means any corporation of which stock possessing at least
50% of the total combined voting power of all classes of stock entitled to
vote is owned by CCC or any other Subsidiary or Subsidiaries.
TRADING DAY means any day on which Shares are traded on NASDAQ, or if
the Shares are no longer listed on NASDAQ, such other exchange on which the
Shares are listed.
3. STOCK TO BE ISSUED UNDER THE PLAN.
(a) CCC SHARES. The stock subject to Options shall be the common
stock of CCC (the "Shares"), as traded on NASDAQ or on such other exchange as
the Shares shall be listed.
(b) LIMITS UPON NUMBER OF SHARES ISSUABLE. Subject to adjustment
pursuant to Section 12, the maximum number of Shares issuable upon the exercise
of Options shall not exceed 500,000. Shares granted under the Plan may be
either authorized but unissued shares or shares now or hereafter held in the
treasury of CCC. In the event that any Option granted pursuant to this Plan
expires or is terminated, surrendered or canceled without being exercised, in
whole or in part, for any reason, the Shares which were subject to such Option
shall again be available for grant as an Option under this Plan and shall not
reduce the aggregate number of Shares available for grant under this Plan.
4. APPROVAL BY SHAREHOLDERS. Continuance of the Plan shall be subject to
approval by the shareholders of CCC within twelve months before or after the
date the Plan is adopted by the Board of Directors. If such shareholder
approval is obtained at a duly held shareholders' meeting, it may be obtained by
the affirmative vote of the holders of a majority of the Shares of CCC present
at the meeting or represented and entitled to vote thereon.
5. ADMINISTRATION.
(a) POWERS AND DUTIES OF COMMITTEE. The Plan shall be administered,
in accordance with the provisions hereof, by a duly authorized committee, the
members of which shall be appointed by the Board of Directors (the "Committee").
Subject to the provisions of the Plan and Section 423 of the Code, the Committee
shall have the discretionary authority to determine the time and frequency of
granting Options, the terms and conditions of the Options and the number of
Shares subject to each Option. The Committee shall also have the discretionary
authority to do everything necessary and appropriate to administer the Plan,
including, without limitation, interpreting the provisions of the Plan (but any
such interpretation shall not be inconsistent with the provisions of Section 423
of the Code). All actions, decisions
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<PAGE>
and determinations of, and interpretation by, the Committee with respect to the
Plan shall be final and binding upon all Participants and upon their executors,
administrators, personal representatives, heirs and legatees. No member of the
Board of Directors or the Committee shall be liable for any action, decision,
determination or interpretation made in good faith with respect to the Plan or
any Option granted hereunder.
(b) ADMINISTRATOR. CCC, any Participating Subsidiary or the
Committee may engage the services of a brokerage firm or financial institution
(the "Administrator") to perform certain ministerial and procedural duties under
the Plan including, but not limited to, mailing and receiving notices
contemplated under the Plan, determining the number of Purchased Shares for each
Participant, maintaining or causing to be maintained the Purchase Account and
the Brokerage Account, disbursing funds maintained in the Purchase Account or
proceeds from the sale of Shares through the Brokerage Account, and filing with
the appropriate tax authorities proper tax returns and forms (including
information returns) and providing to each Participant statements as required by
law or regulation.
6. ELIGIBILITY.
(a) EMPLOYEES ONLY; NON-DISCRIMINATION. Only employees of the
Company shall be eligible to be granted Options under the Plan. Every employee
of the Company shall be eligible to participate on the first Entry Date that
occurs after such employee's first day of employment; PROVIDED, that such
employee completes and submits an election form by the deadline prescribed by
the Committee. Notwithstanding anything in the foregoing to the contrary,
employees whose customary employment is for not more than 5 months in any
calendar year shall not be eligible to participate. In addition to the
foregoing eligibility restrictions, an employee who has not attained the age of
majority in his/her place of residence shall not be eligible to participate in
the Plan unless such employee has been employed by the Company 2 years or more
and such employee's customary employment is more than 20 hours per week. An
employee who does not become a Participant on the first Entry Date on which
he/she is eligible may thereafter become a Participant on any subsequent Entry
Date by completing and submitting an election form by the deadline prescribed by
the Committee. All employees eligible to be granted Options under the Plan
shall have the same rights and privileges with respect to Options granted at the
same time.
(b) 5% SHAREHOLDERS EXCLUDED. Notwithstanding the foregoing, in no
event may an employee be granted an Option if such employee, immediately after
the Option is granted, owns stock possessing 5% or more of the total combined
voting power or value of all classes of stock of CCC or a Subsidiary. For
purposes of
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<PAGE>
determining such stock ownership, the rules of Section 424(d) of the Code shall
apply, and stock which the employee may purchase under outstanding options
(whether issued pursuant to this Plan or otherwise) shall be treated as stock
owned by the employee.
7. LIMITATIONS ON NUMBER OF SHARES TO BE PURCHASED. In no event shall a
Participant be granted an Option which would permit his/her rights to purchase
Shares under all employee stock purchase plans (within the meaning of Section
423 of the Code) of his/her employing Participating Subsidiary and its parent
and subsidiary corporations (as defined in Section 424 of the Code) to accrue at
a rate which exceeds $25,000 in Fair Market Value of such Shares (determined at
the Grant Date relating to such Option) for each calendar year in which any such
Option is outstanding at any time (such limitation is referred to herein as the
"Statutory Limitation"). The Statutory Limitation applies only to Options
granted under "employee stock purchase plans" within the meaning of Section 423
of the Code and does not limit the amount of Shares or other stock of CCC which
an employee may purchase under any other stock or bonus plans then in effect.
8. PURCHASE ACCOUNT. A non-interest-bearing account shall be established
with the Administrator (the "Purchase Account") for the purpose of purchasing
Shares by Participants under the Plan. Shares purchased under the Plan shall be
purchased with funds credited to the Purchase Account in accordance with the
Participant's election under Section 9.
9. PAYROLL DEDUCTIONS.
(a) A Participant who elects to purchase Shares under this Plan shall
be deemed to have authorized his/her employer to withhold 1% to 10% (in whole
percentages) from the periodic payment of his/her Compensation (the "Elected
Percentages"). The Participant's employer shall withhold the Elected Percentage
from each payment of Compensation, commencing on the Entry Date on which the
employee becomes a Participant and continuing until such election is changed or
terminated. Such Participant shall be deemed to have given instruction to
his/her employer to credit the amount so deducted to the Purchase Account. The
amounts so credited in the Purchase Account during each calendar month may only
be applied toward the purchase of Shares pursuant to Options granted on the
immediately preceding Grant Date.
(b) CHANGING THE ELECTION. A Participant may change his/her Elected
Percentage or terminate the election under subsection (a) above as of a
subsequent Entry Date by completing and submitting a change in election form by
the deadline prescribed by the Committee.
-5-
<PAGE>
10. GRANT AND EXERCISE OF OPTIONS.
(a) GRANT. Options to purchase up to the number of Shares equal to
10% of each Participant's Compensation for the current calendar month and the
next succeeding two calendar months divided by the Purchase Price (subject to
the Statutory Limitation) shall be deemed to have been granted on the first
Trading Day of February, May, August and November (the "Grant Date"); PROVIDED,
HOWEVER, that the initial grant of Options shall be a grant on the first Trading
Day of March 1998 to purchase up to the number of Shares equal to 10% of each
Participant's Compensation for March and April 1998 divided by the Purchase
Price (subject to the Statutory Limitation). Notwithstanding anything in the
foregoing to the contrary, in no event shall the number of Options granted on
any Grant Date exceed the Statutory Limitation divided by four; PROVIDED,
HOWEVER, that the initial grant of Options shall not exceed the Statutory
Limitation divided by six.
(b) EXERCISE. One-third of the Options shall be exercised and full
and fractional Shares shall be purchased using amounts credited to each
Participant's Purchase Account as of the last Trading Day of the calendar month
containing the Grant Date and each of the next two succeeding calendar months,
or such other date(s) as shall be established by the Committee (each such date
being a "Purchase Date"). Notwithstanding anything in the foregoing to the
contrary, one-half of the initial Options shall be exercised and full and
fractional Shares shall be purchased using the amounts credited to each
Participant's Purchase Account as of the March and April 1998 Purchase Dates,
respectively.
11. TERMS AND CONDITIONS OF OPTIONS. Options granted hereunder shall be
subject to the following terms and conditions:
(a) PURCHASE PRICE. The purchase price of each Share subject to an
Option under the Plan shall be the lesser of 85 percent of the Fair Market Value
of a Share on the applicable Grant Date or 85 percent of the Fair Market Value
of a Share on the applicable Purchase Date.
(b) TERM OF OPTIONS. An Option granted hereunder shall expire after
the applicable Purchase Date next following the Grant Date.
(c) ASSIGNABILITY OF OPTIONS. No Option granted hereunder shall be
assignable or transferable except by will or by the laws of descent and
distribution, and shall be exercisable, during the lifetime of the Participant,
only by the Participant.
(d) RESTRICTED PERIOD. Upon exercise of an Option, and subject to
subsection (e) below, the Participant shall be deemed to
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<PAGE>
have consented to the deposit of all of the full and fractional Shares purchased
pursuant to such exercise (the "Deposited Shares") in a designated brokerage
account maintained by the Administrator for such benefit (the "Brokerage
Account") for the greater of a two year period after the relevant Grant Date or
a one year period after the relevant Purchase Date (the "Restricted Period").
The Deposited Shares will be held in book-entry form in the name of the
Administrator as nominee.
(e) WITHDRAWAL AND SALE OF DEPOSITED SHARES. A Participant (or if
the Participant has died, his/her executor or personal representative) may
instruct the Administrator (either in writing or in accordance with such
procedures as established by the Committee) to (i) sell his/her Deposited Shares
through the Brokerage Account at any time and (ii) pay over to such Participant
the proceeds (less any expenses and withholding taxes, including, without
limitation, wage and employment withholding taxes) of such sale. In addition, a
Participant (or if the Participant has died, his/her executor or personal
representative) may withdraw the Participant's Deposited Shares at any time at
his/her own expense. Such withdrawal shall be contingent on the Participant
satisfying all federal income tax obligations. If the employment of a
Participant is terminated (for any reason) and such termination occurs
subsequent to the Restricted Period with respect to any Deposited Shares or
subsequent to such termination the Restricted Period lapses, the Administrator
may require the Participant to withdraw such Deposited Shares from the Brokerage
Account at the Participant's own expense.
12. ADJUSTMENT OF NUMBER OF SHARES SUBJECT TO OPTIONS. The aggregate
number of Shares with respect to which Options may be granted, the aggregate
number of Shares subject to each outstanding Option, and the Option price per
Share may all be appropriately adjusted as the Board of Directors may determine
for any increase or decrease in the number of issued and outstanding Shares
resulting from a subdivision or consolidation of Shares, whether through
reorganization, recapitalization, stock split-up, stock distribution or
combination of Shares, or the payment of a Share dividend or other increase or
decrease in the number of such Shares outstanding effected without receipt of
consideration by CCC. Adjustments under this Section 12 shall be made according
to the sole discretion of the Board of Directors, and its decision shall be
binding and conclusive; PROVIDED, HOWEVER, that Options granted pursuant to the
Plan shall not be adjusted in a manner that causes the Options to fail to
qualify as options issued pursuant to an "employee stock purchase plan" within
the meaning of Section 423.
13. RIGHTS AS A SHAREHOLDER. A Participant shall have rights as a
shareholder of CCC with respect to each Deposited Share under the Plan.
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<PAGE>
14. OTHER REGULATORY ACTIONS. Prior to the offering of any Shares under
the Plan, CCC shall effect a registration of the offering of the Shares of CCC
reserved under the Plan in accordance with the requirements of the Securities
Act of 1933 and the rules and regulations thereunder.
15. AMENDMENTS; TERMINATION OF THE PLAN. The Board of Directors may from
time to time amend, modify, suspend, discontinue or terminate the Plan at any
time without notice; PROVIDED that no Participant's existing rights in respect
of existing Options are adversely affected thereby; PROVIDED, FURTHER, upon any
such amendment or modification, all Participants shall continue to have the same
rights and privileges in respect of existing Options; PROVIDED, FURTHER, that no
such amendment of the Plan shall, except as provided in Section 13 hereof: (i)
increase the total number of Shares issuable under the Plan; (ii) increase the
maximum number of Shares which any Participant may purchase under the Plan; or
(iii) increase, enlarge or improve the rights of existing or future Participants
under the Plan unless such amendment shall have been approved by shareholders of
CCC within the twelve-month period either before or after the adoption of such
amendment.
16. NO OTHER OBLIGATIONS. The receipt of an Option pursuant to the Plan
shall impose no obligation upon the Participant to purchase any Shares covered
by such Option. Nor shall the granting of an Option pursuant to the Plan
constitute an agreement or an understanding, express or implied, on the part of
CCC or any Participating Subsidiary to employ the Participant for any specified
period.
17. NOTICES. Any notice which the Company or any Participant may be
required or permitted to give to the other shall be in writing and may be
delivered personally or by mail, postage prepaid, addressed: if to the Company
(or to the Administrator), to such address as the Company, by notice to such
Participant, may designate in writing from time to time; and, if to the
Participant, at his/her address as shown on the payroll records of the Company.
18. GOVERNING LAW. The Plan and all Options granted hereunder shall be
construed in accordance with and governed by the laws of the State of Illinois
without reference to choice of law principles and subject in all cases to the
Code and the regulations thereunder.
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<PAGE>
APPENDIX A
PARTICIPATING SUBSIDIARIES
CCC Information Services Inc. (effective March 1, 1998)
Certified Collateral Corporation of Canada, LTD. (effective March 1, 1998)
<PAGE>
Exhibit 5.01
CCC Information Services Group Inc. February 26, 1998
444 Merchandise Mart
Chicago, Illinois 60654
Re: 500,000 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 500,000 shares
of Common Stock, $0.10 par value (the "Shares"), of the Company which may be
issued pursuant to the CCC Information Services Group 1998 Employee Stock
Purchase 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 23.01
Consent of Price Waterhouse LLP
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 our report dated January 22, 1997, which appears on page
22 of the CCC Information Services Group Inc. Form 10-K for the year ended
December 31, 1996.
Price Waterhouse LLP
Chicago, Illinois
February 27, 1998
