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As filed with the Securities and Exchange Commission on December 6, 2000
Registration No. 333 -_______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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CCC INFORMATION SERVICES GROUP INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 54-1242469
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
444 MERCHANDISE MART
CHICAGO, ILLINOIS 60654
(Address of principal executive offices)
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2000 STOCK INCENTIVE PLAN
(an amendment and restatement of the 1997 Stock Option Plan)
(full title of the plan)
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COPY TO:
REID E. SIMPSON MICHAEL D. LEVIN
Executive Vice President and Latham & Watkins
Chief Financial Officer Sears Tower
CCC Information Services Group Inc. Suite 5800
444 Merchandise Mart Chicago, Illinois 60606
Chicago, Illinois 60654 (312) 876-7727
(312) 222-4636
(Name, address, including zip code, and
telephone number, including area code, of
agent for service)
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER SHARE (1) OFFERING PRICE FEE
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<S> <C> <C> <C> <C>
COMMON STOCK, PAR VALUE $.01 PER 1,400,000 $8.09 $11,362,000 $2,999.57
SHARE
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(1) Solely for purposes of computing the registration fee pursuant to Rule
457(h), the Proposed Maximum Offering Price Per Share is based upon $8.09,
the average of the high and low price for shares of common stock, par value $.01
per share (the "COMMON STOCK"), of CCC Information Services Group Inc. as
reported on the Nasdaq National Market System on December 4, 2000.
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PART I
Item 1. Plan Information
Not required to be filed with this Registration Statement.
Item 2. Registrant Information and Employee Plan Annual Information
Not required to be filed with this Registration Statement.
PART II
Item 3. Incorporation of Documents by Reference
The documents listed below have been filed by CCC Information Services
Group Inc., a Delaware corporation (the "COMPANY"), with the Securities and
Exchange Commission (the "COMMISSION") and are incorporated in this Registration
Statement by reference:
a. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999 (and any amendments thereto), filed with the Commission on
March 30, 2000 (the "1998 10-K");
b. The Company's Amended Annual Report on Form 10-K/A for the fiscal year
ended December 31, 1999, filed with the Commission on April 20, 2000;
c. The Definitive Proxy Statement filed May 25, 2000;
d. The Company's Quarterly Report on Form 10-Q for the quarters ended
March 31, 2000, June 30, 2000 and September 30, 2000;
e. All other reports filed by the Company pursuant to Section 13(a) and
15(d) of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")
since the end of the Company's fiscal year ended December 31, 1999; and
f. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form S-1 filed on July 1, 1996 pursuant to
Section 12 of the Securities Exchange Act of 1934, including any subsequent
amendment or any report filed for the purpose of updating such description.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be part
hereof from the date of filing such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein 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 document that also is or is
deemed to be incorporated by reference herein, modifies or supersedes
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such statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities
Not required to be filed with this Registration Statement.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Under Delaware law, a corporation may indemnify any person who was or is a
party or is threatened to be made a party to an action (other than an action by
or in the right of the corporation) by reason of his service as a director or
officer of the corporation, or his service, at the corporation's request, as a
director, officer, employee or agent of another corporation or other enterprise,
against expenses (including attorneys' fees) that are actually and reasonably
incurred by him ("EXPENSES"), and judgments, fines and amounts paid in
settlement that are actually and reasonably incurred by him, in connection with
the defense or settlement of such action; provided that he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the
corporation's best interests and, with respect to any criminal action or
proceeding, had no reasonable cause to believe that his conduct was unlawful.
Although Delaware law permits a corporation to indemnify any person referred to
above against Expenses in connection with the defense or settlement of an action
by or in the right of the corporation, provided that he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the corporation's
best interest, if such person has been judged liable to the corporation,
indemnification is only permitted to the extent that the adjudicating court (or
the court in which the action was brought) determine that, despite the
adjudication of liability, such person is entitled to indemnity for such
Expenses as the court deems proper. The determination as to whether a person
seeking indemnification has met the required standard of conduct is to be made
(1) by a majority vote of a quorum of disinterested members of the board of
directors, or (2) by independent legal counsel in a written opinion, if such a
quorum does not exist or if the disinterested directors so direct, or (3) by the
stockholders. The General Corporation Law of Delaware also provides for
mandatory indemnification of any director, officer, employee or agent against
Expenses to the extent that such person has been successful in any proceeding
covered by the statute. In addition, the General Corporation Law of Delaware
provides for the general authorization of advancement of a director's or
officer's litigation expenses in lieu of requiring the authorization of such
advancement by the board of directors in specific cases, and that
indemnification and advancement of expenses provided by the statute shall not be
deemed exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement or otherwise.
As permitted by Section 102(b)(7) of the Delaware Law, the Company's
Certificate of Incorporation provides that directors of the Company shall have
no personal liability to the Company or its stockholders for monetary damages
for breach of fiduciary duty as a director, except (i) for any breach of a
director's duty of loyalty to the Company and its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or knowing
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violations of law, (iii) under Section 174 of the Delaware Law, or for (iv) any
transaction for which a director derived improper personal benefit.
The Company's Certificate of Incorporation also provides that the Company
shall indemnify, in accordance with and to the full extent now or hereafter
permitted by law, any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (including, without
limitation, an action by or in the right of the Company), by reason of his
acting as a director of the Company (and the Company, in the discretion of the
Board of Directors, may so indemnify a person by reason of the fact that he is
or was an officer or employee of the Company or is or was serving at the request
of the Company in any other capacity for or on behalf of the Company) against
any liability or expense actually or reasonably incurred by such person in
respect thereof; PROVIDED, HOWEVER, that the Company shall not be obligated to
indemnify any such person: (i) with respect to proceedings, claims or actions
initiated or brought voluntarily without the authorization or consent of the
Company by such person and not by way of defense; or (ii) for any amounts paid
in settlement of an action effected without the prior written consent of the
Corporation to such settlement. Such indemnification is not exclusive of any
other right of indemnification provided by law, agreement or otherwise.
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
4.01 Form of 2000 Stock Incentive Plan.
5.01 Opinion of Latham & Watkins, counsel to Company.
23.01 Consent of Latham & Watkins (included in its opinion filed as Exhibit
5.01).
23.02 Consent of PricewaterhouseCoopers LLP.
24.01 Power of Attorney (included in the signature page to the Registration
Statement).
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Item 9. Undertakings
a. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement;
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information
in the Registration Statement;
provided, however, that paragraphs (a)(1)(ii) and (a)(1)(iii) shall
not apply to information contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
b. The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
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c. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of
such issue.
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SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933,
as amended, the registrant 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
December __, 2000.
CCC INFORMATION SERVICES
GROUP INC.
By: /s/ Githesh Ramamurthy
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Githesh Ramamurthy
President and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below, hereby constitutes and appoints Githesh Ramamurthy and Reid E. Simpson
and each acting alone, his true and lawful attorneys-in-fact and agents, with
full power of resubstitution and substitution, for him and in his name, place
and stead, in any and all capacities, to sign any or all amendments or
supplements to this Registration Statement and to file the same with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
necessary or appropriate to be done with respect to this Registration Statement
or any amendments or supplements hereto in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, each acting alone, or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
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Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in their
respective capacities with CCC Information Services Group Inc. and on the dates
indicated.
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SIGNATURES TITLES
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/s/ Githesh Ramamurthy President and Chief
----------------------------- Executive Officer
Githesh Ramamurthy (Principal Executive
Officer)
/s/ Reid E. Simpson Chief Financial Officer
----------------------------- and Executive Vice
Reid E. Simpson President (Principal
Financial and
Accounting Officer)
/s/ Morgan W. Davis Director
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Morgan W. Davis
/s/ Michael R. Eisenson Director
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Michael R. Eisenson
/s/ Thomas L. Kempner Director
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Thomas L. Kempner
/s/ Dudley C. Mecum Director
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Dudley C. Mecum
/s/ Mark A. Rosen Director
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Mark A. Rosen
/s/ Herbert S. Winokur, Jr. Director
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Herbert S. Winokur, Jr.
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CCC INFORMATION SERVICES GROUP INC.
EXHIBIT INDEX
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EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION OF EXHIBIT NUMBERED PAGE
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4.01 2000 Stock Incentive Plan.
5.01 Opinion of Latham & Watkins.
23.01 Consent of Latham & Watkins (included in its opinion filed as
Exhibit 5.01).
23.02 Consent of PricewaterhouseCoopers LLP.
24.01 Power of Attorney (included in the signature page to the
Registration Statement).
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