<PAGE>
As filed with the Securities and Exchange Commission
on June 4, 1999
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)
Leonard L. Ciarrocchi Copy to:
Executive Vice President LELAND E. HUTCHINSON, ESQ.
Chief Financial Officer 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, 1,000,000 shs. $12.50 $12,500,000.00 $3,687.50
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 June 1, 1999.
<PAGE>
This registration statement covers 1,000,000 additional shares of the
common stock of the registrant, par value $.10 per share, to be issued pursuant
to the CCC Information Services Group Inc. 1997 Stock Option Plan to bring the
total number of shares under the Plan to 2,500,000. The contents of the
registration statements on Form S-8 heretofore filed with the Commission (File
Nos. 333-26001 and 333-67645) are incorporated by reference in this registration
statement.
II-1
<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 June 1, 1999.
CCC INFORMATION SERVICES GROUP INC.
By: /s/ David M. Phillips
-------------------------------
David M. Phillips
Chairman 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 June 1, 1999.
<PAGE>
<TABLE>
<CAPTION>
Signature Title
---------- -----
<S> <C>
/s/ David M. Phillips Director, Chairman and
- ----------------------- Chief Executive Officer
David M.Phillips (Principal Executive Officer)
/s/ Githesh Ramamurthy Director, President and Chief
- ----------------------- Operating Officer
Githesh Ramamurthy
/s/ Leonard L. Ciarrocchi Executive Vice President and
- ------------------------- Chief Financial Officer
Leonard L. Ciarrocchi (Principal Financial Officer)
/s/ Michael P. Devereux Senior Vice President - Chief
- ------------------------- Accounting Officer
Michael P. Devereux (Principal Accounting Officer)
/s/ Morgan W. Davis Director
- -----------------------
Morgan W. Davis
/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-3
<PAGE>
INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8
<TABLE>
<CAPTION>
Exhibit
Number Description of Document Page
- ------- ----------------------- ------
<S> <C> <C>
*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 5.01
CCC Information Services Group Inc. June 3, 1999
444 Merchandise Mart
Chicago, Illinois 60654
Re: 1,000,000 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 1,000,000
additional 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.
<PAGE>
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
-2-
<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 March 31, 1999, appearing
in CCC Information Services Group Inc.'s Annual Report on Form 10-K for the year
ended December 31, 1998.
PricewaterhouseCoopers LLP
Chicago, Illinois
June 3, 1999
