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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 10, 1996
REGISTRATION NO. 333-____
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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COGNIZANT CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 06-1450569
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
200 NYALA FARMS
WESTPORT, CT 06880
(Address, including zip code, of Registrant's principal executive office)
COGNIZANT CORPORATION
SAVINGS PLAN
(Full title of the Plan)
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STEPHEN J. BOATTI
ASSOCIATE GENERAL COUNSEL
COGNIZANT CORPORATION
200 NYALA FARMS
WESTPORT, CT 06880
(203) 222-4200
(Name, address, including zip code, and telephone 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
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
AMOUNT TO MAXIMUM MAXIMUM AMOUNT OF
BE OFFERING PRICE AGGREGATE REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED REGISTERED PER SHARE(A) OFFERING PRICE (A) FEE (A)
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<S> <C> <C> <C> <C>
Common Stock, $.01 par value per share 600,000 $3.69 $2,214,000 $671
==================================================================================================================================
</TABLE>
(a) Pursuant to Rule 457(h)(i) 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 book value per share.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference
The Registration Statement on Form 10, as amended, previously 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"), is hereby incorporated by
reference in this Registration Statement.
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 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.
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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).
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 (included on the signature pages of this
Registration Statement)
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.
(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
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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 9th day of
October, 1996.
COGNIZANT CORPORATION
(Registrant)
By /s/ Robert E. Weissman
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Chairman and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears 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 sign any and all amendments (including post-effective
amendments) and 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, 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 or she 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.
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.
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<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Robert E. Weissman Chairman and Chief Executive Officer October 9, 1996
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Robert E. Weissman (principal executive officer)
/s/ Victoria R. Fash Executive Vice President and Chief Financial October 9, 1996
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Victoria R. Fash Officer (principal financial and accounting
officer)
/s/ Stephen J. Boatti Director October 9, 1996
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Stephen J. Boatti
</TABLE>
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<TABLE>
<S> <C> <C>
/s/ Jared T. Finkelstein Director October 9, 1996
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Jared T. Finkelstein
/s/ Susan H. Reynolds Director October 9, 1996
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Susan H. Reynolds
</TABLE>
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INDEX TO EXHIBITS
Exhibit Sequentially
Number Description Numbered Page
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).
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 (included on the signature pages
of this Registration Statement)
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Exhibit 5
SIMPSON THACHER & BARTLETT
A Partnership which includes Professional Corporations
425 Lexington Avenue
New York, New York 10017
October 9, 1996
BY EDGAR TRANSMISSION
- - - - - - - - - - - - - - - - - - - - -
Cognizant Corporation
200 Nyala Farms
Westport, CT 06880
Ladies & Gentlemen:
We have acted as your counsel in connection with the Registration
Statement on Form S-8 (the "Registration Statement") of Cognizant Corporation, a
Delaware corporation (the "Company"), which you intend to file with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Securities Act"), relating, among other things, to the acquisition by
employees of the Company or one or more of its subsidiaries who are participants
in the Cognizant Savings Plan (the "Plan") of up to 600,000 shares (the
"Shares") of common stock, par value $.01 per share (the "Common stock"), of the
Company. We understand that the Plan provides that the Plan Trustee may acquire
Shares for distribution to participants in the Plan by means of purchases of
Shares by the Trustee at their then fair market value in the open market.
Alternatively, at the discretion of the Company, the Trustee will purchase
Shares from the Company or accept any Company matching contribution in the form
of Shares. These Shares will be purchased or valued at the market price of the
Shares at the end of the month in which they are purchased or contributed.
We have examined an executed copy of the Registration Statement
(including the exhibits thereto) and originals, or copes certified or otherwise
identified to our satisfaction, of such documents and records of the
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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 10, 1996
