<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 24, 1996
REGISTRATION NO. 333-____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------
COGNIZANT CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 06-1450569
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
200 NYALA FARMS
WESTPORT, CT 06880
(Address, including zip code, of Registrant's principal executive office)
KEY EMPLOYEES' STOCK INCENTIVE PLAN
NON-EMPLOYEE DIRECTORS' STOCK INCENTIVE PLAN
NON-EMPLOYEE DIRECTORS' DEFERRED COMPENSATION PLAN
REPLACEMENT PLAN FOR CERTAIN EMPLOYEES HOLDING
I.M.S. INTERNATIONAL, INC. STOCK OPTIONS
REPLACEMENT PLAN FOR CERTAIN EMPLOYEES HOLDING
DUN & BRADSTREET CORPORATION EQUITY BASED AWARDS
(Full title of the Plans)
-------------------------------
STEPHEN J. BOATTI
ASSOCIATE GENERAL COUNSEL
COGNIZANT CORPORATION
200 NYALA FARMS
WESTPORT, CT 06880
(203) 222-4200
(Name, address, including zip number, including area
code, of Registrant's agent for service)
COPIES TO:
JOEL S. HOFFMAN, ESQ.
SIMPSON THACHER & BARTLETT
425 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017-3954
(212) 455-2000
-------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT TO OFFERING AGGREGATE AMOUNT OF
BE PRICE PER OFFERING PRICE REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED REGISTERED SHARE(a) (a) FEE (a)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value per share (b)(d) 34,260,000 $33.50 $1,147,710,000 $347,791
- ----------------------------------------------------------------------------------------------------------------------------------
Options to purchase Common Stock (c) 5,000,000 $3.35 $16,750,000 $5,076
==================================================================================================================================
</TABLE>
(a) Pursuant to Rule 457(h)(1) under the Securities Act of 1933, the proposed
maximum offering price per share, the proposed maximum aggregate offering
price and the amount of registration fee have been computed on the basis
of the average of the high and low prices of the Common Stock reported on
the New York Stock Exchange Composite Tape on October 22, 1996.
(b) The shares are issuable pursuant to the respective plans as follows: Key
Employees' Stock Incentive Plan 30,000,000 shares, Non-Employee Directors'
Stock Incentive Plan 130,000 shares, Non-Employee Directors' Deferred
Compensation Plan 50,000 shares, Replacement Plan for Certain Employees
Holding I.M.S. International, Inc. Stock Options 80,000 shares, and
Replacement Plan for Certain Employees Holding Dun & Bradstreet
Corporation Equity Based Awards 4,000,000 shares.
(c) Issuable pursuant to the Key Employees' Stock Incentive Plan.
(d) Includes Preferred Share Purchase Rights which, prior to the occurrence of
certain events will not be exercisable or evidenced separately from the
Common Stock.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference
The following documents filed by Cognizant Corporation (the "Company" or
the "Registrant") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are hereby incorporated by reference in this Registration Statement:
(a) Registration Statement on Form 10, file no. 001-12275, relating
to the Company's Common Stock.
(b) Current Report on Form 8-K filed on October 18, 1995.
(c) The description of the Company's Preferred Share Purchase Rights
contained in the Company's Registration Statement on Form 8-A (File No.
001- 12275) filed on October 18, 1996.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date of this Registration Statement and
prior to the filing of a post-effective amendment to this Registration Statement
indicating that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be part hereof from the date
of filing of 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 subsequently filed document which also is
or is deemed to be incorporated by reference herein 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.
ITEM 4. Description of Securities
Not required.
ITEM 5. Interests of Named Experts and Counsel
None.
ITEM 6. Indemnification of Directors and Officers
Section 145 of the General Corporation Law of the State of Delaware (the
"Delaware Law") empowers a Delaware corporation to indemnify any persons who
are, or are threatened to be made, parties to any threatened, pending or
completed legal 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 is or was an officer,
director, employee or agent of such corporation, or is or was serving at the
request of such corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other 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, suit or proceeding, provided that such officer,
director, employee or agent acted in good faith and in a manner he reasonably
believed to be in or not opposed to the corporation's best interests, and, for
criminal proceedings, had no reasonable cause to believe his conduct was
unlawful. A Delaware corporation may indemnify officers and directors in an
action by or in the right of the corporation under the same conditions, 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 actually and reasonably incurred.
The Company's Restated Certificate of Incorporation provides that the
Company shall indemnify directors and officers to the fullest extent permitted
by the laws of the State of Delaware. The Company's Restated Certificate of
Incorporation also provides that a director of the Company shall not be liable
to the Company or its stockholders for monetary damages for breach of fiduciary
duty as a director, except to the extent such
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exemption from liability or limitation thereof is not permitted under the
General Corporation Law of the State of Delaware as the same exists or may
hereafter be amended.
The indemnification rights conferred by the Restated Certificate of
Incorporation of the Company are not exclusive of any other right to which a
person seeking indemnification may otherwise be entitled. The Company will also
provide liability insurance for the directors and officers for certain losses
arising from claims or charges made against them while acting in their
capacities as directors or officers.
ITEM 7. Exemption from Registration Claimed
Not applicable.
ITEM 8. Exhibits
The following exhibits are filed as part of this Registration Statement:
4.1 Restated Certificate of Incorporation of the Company (filed as Exhibit
3.1 to the Company's Registration Statement on Form 10, File No.
001-12275 (the "Form 10") and incorporated herein by reference).
4.2 Amended and Restated By-laws of the Company (filed as Exhibit 3.2 to
the Form 10 and incorporated herein by reference).
4.3 Rights Agreement, dated as of October 15, 1996, between the Company and
First Chicago Trust Company of New York (attached as Exhibit 1 to the
Company's Registration Statement on Form 8-A (File No. 001-12275) filed
on October 18, 1996 and incorporated herein by reference).
5. Opinion of Simpson Thacher & Bartlett
23.1 Consent of Coopers & Lybrand LLP
23.2 Consent of Simpson Thacher & Bartlett (included in Exhibit 5)
24 Power of Attorney
ITEM 9. Undertakings
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 (the "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
(except to the extent the information required to be included by clauses (i) or
(ii) is contained in periodic reports filed by the Company pursuant to Section
13 or 15(d) of the Exchange Act that are incorporated by reference into this
Registration Statement);
(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.
(2) That, for the purposes of determining any liability under the 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.
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(4) That, for purposes of determining any liability under the Act, each filing
of the Registrant's annual report pursuant to Section 13(a) or 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.
(5) Insofar as indemnification for liabilities arising under the Act 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 Commission such indemnification is against
public policy as expressed in the Act 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 Act and
will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Westport, State of Connecticut, on this 23rd day of
October, 1996.
COGNIZANT CORPORATION
(Registrant)
By /s/ Robert E. Weissman
----------------------------
Chairman and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
Robert E. Weissman* Chairman, Chief Executive Officer and
- ------------------------------------ Director
Robert E. Weissman (principal executive officer)
Victoria R. Fash* Executive Vice President and Chief Financial
- ------------------------------------ Officer (principal financial and accounting officer)
Victoria R. Fash
Clifford L. Alexander, Jr.* Director
- ------------------------------------
Clifford L. Alexander, Jr.
John P. Imlay, Jr.* Director
- ------------------------------------
John P. Imlay, Jr.
Robert J. Kamerschen* Director
- ------------------------------------
Robert J. Kamerschen
Robert J. Lanigan* Director
- ------------------------------------
Robert J. Lanigan
- ------------------------------------
H. Eugene Lockhart* Director
- ------------------------------------
H. Eugene Lockhart
</TABLE>
4
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<TABLE>
<S> <C>
James R. Peterson* Director
- ------------------------------------
James R. Peterson
M. Bernard Puckett* Director
- ------------------------------------
M. Bernard Puckett
</TABLE>
October 23, 1996
*By /s/ Stephen J. Boatti
----------------------------------
Attorney-in-Fact
5
<PAGE> 7
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
<S> <C>
4.1 Restated Certificate of Incorporation of the Company
(filed as Exhibit 3.1 to the Company's Registration
Statement on Form 10, File No. 001-12275 (the "Form 10")
and incorporated herein by reference).
4.2 Amended and Restated By-laws of the Company (filed as
Exhibit 3.2 to the Form 10 and incorporated herein by
reference).
4.3 Rights Agreement, dated as of October 15, 1996, between
the Company and First Chicago Trust Company of New York
(attached as Exhibit 1 to the Company's Registration
Statement on Form 8-A (File No. 001-12275) filed on
October 18, 1996 and incorporated herein by reference).
5. Opinion of Simpson Thacher & Bartlett
23.1 Consent of Coopers & Lybrand LLP
23.2 Consent of Simpson Thacher & Bartlett (included in Exhibit
5)
24 Power of Attorney
</TABLE>
6
<PAGE> 1
SIMPSON THACHER & BARTLETT
A Partnership which includes Professional Corporations
425 Lexington Avenue
New York, New York 10017
October 23, 1996
BY EDGAR TRANSMISSION
- - - - - - - - - - - -
Cognizant Corporation
200 Nyala Farms
Westport, CT 06880
Ladies & Gentlemen:
We have acted as counsel to Cognizant Corporation, a Delaware
corporation (the "Company") in connection with the Registration Statement on
Form S-8 (the "Registration Statement") which the Company intends to file with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Securities Act"), relating to the issuance of up to 34,260,000
shares (the "Shares") of common stock, par value $.01 per share (the "Common
stock"), of the Company pursuant to, or upon exercise of stock options or stock
appreciation rights granted under, the Company's Key Employees' Stock Incentive
Plan, Non-Employee Directors' Stock Incentive Plan, Non-Employee Directors'
Deferred Compensation Plan, Replacement Plan for Certain Employees Holding I.M.S
International, Inc. Stock Options, and Replacement Plan for Certain Employees
Holding Dun & Bradstreet Corporation Equity- Based Awards (the "Equity Plans")
and the issuance of up to 5,000,000 options to purchase Common Stock pursuant to
the Key Employees' Stock Incentive Plan. We understand that under the Company's
Key Employees' Stock Incentive Plan the Company's Compensation Committee may
require as a condition to the grant of stock options ("Purchase Options") a
non-refundable payment by the employee of 10% of the exercise price.
We have examined a copy of the Registration Statement (including the
exhibits thereto) and the related Prospectuses. In addition, we have examined,
and have relied as to matters of fact upon, the originals or copies, certified
or otherwise identified to our satisfaction, of such corporate records,
agreements, documents and other instruments and such certificates or comparable
documents of public officials and of officers and representatives
<PAGE> 2
Cognizant Corporation October 23, 1996
of the Company, and have made such other and further investigations, as we have
deemed relevant and necessary as a basis for the opinions hereinafter set forth.
In such examination, we have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of such latter documents.
We hereby advise you that in our opinion:
(1) the original issue shares of Common Stock issuable pursuant to
the Equity Plans, when duly authorized and issued as contemplated by
the Registration Statement, the related Prospectuses and the Equity
Plans, will be validly issued, fully paid and non-assessable; and
(2) the Purchase Options issuable pursuant to the Key Employees'
Stock Incentive Plan, when duly authorized and issued as contemplated
by the Registration Statement and the Prospectus relating to the Key
Employees' Stock Incentive Plan and by the Key Employees' Stock
Incentive Plan and when paid for in accordance with the terms
established by the Compensation Committee, will be validly issued and
will be binding obligations of the Company.
Our opinion set forth in paragraph 2 above is subject to the effects of
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
other similar laws relating to or affecting creditors' rights generally, general
equitable principles (whether considered in a proceeding in equity or at law)
and an implied covenant of good faith and fair dealing.
2
<PAGE> 3
Cognizant Corporation October 23, 1996
We are members of the Bar of the State of New York and we do not
express any opinion herein concerning any law other than the law of the State of
New York and the Delaware General Corporation Law.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
/s/ Simpson Thacher & Bartlett
--------------------------------
SIMPSON THACHER & BARTLETT
3
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Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this registration statement on Form S-8 of
our reports dated September 16, 1996, on our audits of the combined financial
statements, financial statement schedule and initial incorporating balance sheet
of Cognizant Corporation (a wholly-owned subsidiary of The Dun & Bradstreet
Corporation), as defined in the notes to the combined financial statements.
/s/ Coopers & Lybrand LLP
- ---------------------------
Stamford, Connecticut
October 24, 1996
<PAGE> 1
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors of
Cognizant Corporation (the "Company") in their respective capacities set forth
below constitutes and appoints Stephen J. Boatti, Jared T. Finkelstein and Susan
H. Reynolds, and each of them, his or her true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to do any and
all acts and all things and to execute any and all instruments which said
attorney and agent may deem necessary or desirable to enable the Company to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission thereunder in
connection with the registration under such Act of shares of Common Stock and
options to purchase Common Stock of the Company to be issued by the Company
pursuant to, or upon exercise of stock options or stock appreciation rights
granted under, the Company's Key Employees' Stock Incentive Plan, Non-Employee
Directors' Stock Incentive Plan, Non-Employee Directors' Deferred Compensation
Plan, Replacement Plan for Certain Employees Holding I.M.S. International, Inc.
Stock Options, Replacement Plan for Certain Employees Holding Dun & Bradstreet
Corporation Equity-Based Awards and Savings Plan ,to the extent that any such
registration may be required in the opinion of the executive officers of the
Company, upon the advice of counsel, including without limitation, the power and
authority to sign the name of the undersigned individual in the capacity
indicated below opposite the name of such individual to the Registration
Statement on Form S-8 or any Form relating to the registration of such Common
Stock and options, to be filed with the Securities and Exchange Commission with
respect to said Common Stock and options, to sign any and all amendments
(including post-effective amendments) and supplements to such 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, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done, 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, or either of them, or their substitutes, may lawfully do or cause to be
done by virtue hereof.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/Robert E. Weissman Chairman, Chief Executive October 15, 1996
- ----------------------------- Officer and Director
Robert E. Weissman (principal executive
officer)
/s/Victoria R. Fash Executive Vice President and October 15, 1996
- ----------------------------- Chief Financial Officer
Victoria R. Fash (principal financial and
accounting officer
/s/Clifford L. Alexander, Jr. Director October 15, 1996
- -----------------------------
Clifford L. Alexander, Jr.
/s/John P. Imlay, Jr. Director October 15, 1996
- -----------------------------
John P. Imlay, Jr.
/s/Robert J. Kamerschen Director October 15, 1996
- -----------------------------
Robert J. Kamerschen
</TABLE>
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<TABLE>
<S> <C> <C>
/s/Robert L. Lanigan Director October 15, 1996
- --------------------------
Robert J. Lanigan
/s/H. Eugene Lockhart Director October 15, 1996
- --------------------------
H. Eugene Lockhart
/s/James R. Peterson Director October 15, 1996
- --------------------------
James R. Peterson
/s/M. Bernard Puckett Director October 15, 1996
- --------------------------
M. Bernard Puckett
</TABLE>
6
