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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COGNIZANT CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 06-1450569
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
200 Nyala Farms
Westport, CT 06880
(Address, including zip code, of Registrant's principal executive office)
Cognizant Corporation
Employee Stock Purchase Plan
(Full title of the Plan)
-------------------------
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
-------------------------
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Title of Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share<F1> Price<F1> Fee<F1>
- ------------------- ---------- --------- --------- ------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par 1,500,000 $36.00 $54,000,000 $16,363.64
value per share<F2>
<FN>
<F1> 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 average of the high and low prices of the
Common Stock reported on the New York Stock Exchange Composite Tape on
June 23, 1997.
<F2> Includes Preferred Share Purchase Rights which, prior to the occurrence
of certain events will not be exercisable or evidenced separately from
the Common Stock.
</TABLE>
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<PAGE>
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) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 10, file no. 001-12275.
(b) Annual Report on Form 10-K for the fiscal year ended December
31, 1996, filed on March 28, 1997.
(c) Quarterly Report on Form 10-Q for the quarter ended March 31,
1997, filed on May 13, 1997.
(d) 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
<PAGE>
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.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The following exhibits are filed as part of this Registration Statement:
5. Opinion of Simpson Thacher & Bartlett
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Simpson Thacher & Bartlett (included in Exhibit 5)
24 Power of Attorney
<PAGE>
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 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.
<PAGE>
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 24th day of June, 1997.
COGNIZANT CORPORATION
(Registrant)
By /s/ Kenneth S. Siegel
----------------------
Kenneth S. Siegel
Senior Vice President and General Counsel
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.
Signature Title Date
--------- ----- ----
Robert E. Weissman* Chairman, Chief
- --------------------------------------- Executive Officer and
Robert E. Weissman Director (principal
executive officer)
Victoria R. Fash* Executive Vice
- --------------------------------------- President and Chief
Victoria R. Fash Financial Officer
(principal financial
and accounting officer)
Clifford L. Alexander, Jr.* Director
- ---------------------------------------
Clifford L. Alexander, Jr.
John P. Imlay, Jr.* Director
- ---------------------------------------
John P. Imlay, Jr.
Robert Kamerschen* Director
- ---------------------------------------
Robert Kamerschen
Robert J. Lanigan* Director
- ---------------------------------------
Robert J. Lanigan
<PAGE>
H. Eugene Lockhart* Director
- ---------------------------------------
H. Eugene Lockhart
James R. Peterson* Director
- ---------------------------------------
James R. Peterson
M. Bernard Puckett* Director
- ---------------------------------------
M. Bernard Puckett
/s/ Kenneth S. Siegel
*By------------------------------------ June 24, 1997
Kenneth S. Siegel
Attorney-in-Fact
<PAGE>
INDEX TO EXHIBITS
Exhibit Description Sequentially
Number Numbered Page
5. Opinion of Simpson
Thacher & Bartlett
23.1 Consent of Coopers &
Lybrand L.L.P.
23.2 Consent of Simpson
Thacher & Bartlett
(included in Exhibit 5)
24 Power of Attorney
<PAGE>
Exhibit 5
SIMPSON THACHER & BARTLETT
A Partnership which includes Professional Corporations
425 Lexington Avenue
New York, New York 10017
June 24, 1997
Cognizant Corporation
200 Nyala Farms
Westport, CT 06880
Ladies and 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 acquisition by employees
of the Company or one or more of its subsidiaries who are participants in the
Cognizant Corporation Employees' Stock Purchase Plan (the "Plan") of up to
1,500,000 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 may acquire Shares for the accounts of participants in the Plan by
means of purchases of Shares at their then fair market value in the open
market. Alternatively, at the discretion of the Company, the Plan will
purchase Shares from the Company, which Shares may either be treasury Shares
or authorized but unissued Shares.
<PAGE>
We have examined a copy of the Registration Statement (including
the exhibits thereto) and the related prospectus. 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 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, if the Company exercises
its option under the Plan to authorize the original issuance of Shares to the
Plan, such originally issued Shares, when duly authorized, issued and sold as
contemplated by the Registration Statement, the related prospectus and the
Plan, will be validly issued, fully paid and non-assessable.
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 Delaware General
Corporation Law.
<PAGE>
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
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this registration statement on Form S-8
and in the related prospectus of our report dated February 19, 1997, of our
audit of the consolidated financial statements and financial statement
schedule of Cognizant Corporation.
/s/ Coopers & Lybrand L.L.P.
Stamford, Connecticut
June 25, 1997
<PAGE>
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, Kenneth S. Siegel 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 of the Company to be purchased by employees of the Company
pursuant to the Company's Employee Stock Purchase 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, to be filed with the Securities and
Exchange Commission with respect to said Common Stock, 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.
Signature Title Date
--------- ----- ----
/s/Robert E. Weissman Chairman, Chief Executive February 18, 1997
- ----------------------------- Officer and Director
Robert E. Weissman (principal executive
officer)
/s/Victoria R. Fash Executive Vice President February 18, 1997
- ----------------------------- and Chief Financial
Victoria R. Fash Officer (principal
financial and accounting
officer)
/s/Clifford L. Alexander, Jr. Director February 18, 1997
- -----------------------------
Clifford L. Alexander, Jr.
/s/John P. Imlay, Jr. Director February 18, 1997
- -----------------------------
John P. Imlay, Jr.
<PAGE>
/s/Robert Kamerschen Director February 18, 1997
- -----------------------------
Robert Kamerschen
/s/Robert L. Lanigan Director February 18, 1997
- -----------------------------
Robert J. Lanigan
/s/H. Eugene Lockhart Director February 18, 1997
- -----------------------------
H. Eugene Lockhart
/s/James R. Peterson Director February 18, 1997
- -----------------------------
James R. Peterson
/s/M. Bernard Puckett Director February 18, 1997
- -----------------------------
M. Bernard Puckett
