<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 15, 1995
REGISTRATION NUMBER 33-56351
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 2
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
CERIDIAN CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 7374 52-0278528
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
------------------------
8100 34TH AVENUE SOUTH
MINNEAPOLIS, MINNESOTA 55425
(612) 853-8100
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
------------------------
JOHN A. HAVEMAN
CERIDIAN CORPORATION
8100 34TH AVENUE SOUTH
MINNEAPOLIS, MINNESOTA 55425
(612) 853-7425
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
CERIDIAN CORPORATION
CROSS REFERENCE SHEET
BETWEEN ITEMS IN FORM S-4 AND LOCATION IN PROSPECTUS
<TABLE>
<CAPTION>
FORM S-4 ITEM NUMBER AND CAPTION CAPTION OR LOCATION IN PROSPECTUS
- ------------------------------------------------------------- --------------------------------------------------------
<C> <S> <C>
1. Forepart of Registration Statement and Outside
Front Cover Page of Prospectus................... Outside Front Cover Page
2. Inside Front and Outside Back Cover Page of
Prospectus....................................... Available Information; Documents Incorporated by
Reference; Outside Back Cover Page
3. Risk Factors, Ratio of Earning to Fixed Charges
and Other Information............................ Outside Front Cover Page; The Company; Selected
Consolidated Financial Data
4. Terms of the Transaction.......................... *
5. Pro Forma Financial Information................... *
6. Material Contacts with the Company Being
Acquired......................................... *
7. Additional Information Required for Reoffering by
Persons and Parties Deemed to be Underwriters.... *
8. Interests of Named Experts and Counsel............ Validity of Common Stock
9. Disclosure of Commission Position on
Indemnification for Securities Act Liabilities... *
10. Information with Respect to S-3 Registrants....... Outside Front Cover Page; Documents Incorporated by
Reference; The Company; Price Range of Common Stock and
Dividend Policy; Description of Common Stock
11. Incorporation of Certain Information by
Reference........................................ Documents Incorporated by Reference
12. Information with Respect to S-2 or S-3
Registrants...................................... *
13. Incorporation of Certain Information by
Reference........................................ *
14. Information with Respect to Registrants Other Than
S-3 or S-2 Registrants........................... *
15. Information with Respect to S-3 Companies......... *
16. Information with Respect to S-2 or S-3
Companies........................................ *
17. Information with Respect to Companies Other Than
S-3 or S-2 Companies............................. *
18. Information if Proxies, Consents or Authorizations
are to be Solicited.............................. *
19. Information if Proxies, Consents or Authorizations
are not to be Solicited or in an Exchange
Offer............................................ *
<FN>
- ------------------------
* Inapplicable or answer negative upon the date of filing of this Registration
Statement; such information may be included in post-effective amendments to
this Registration Statement or supplements to the prospectus contained herein.
</TABLE>
<PAGE>
SUBJECT TO COMPLETION, DATED MAY 15, 1995
PROSPECTUS
5,000,000 SHARES
[LOGO]
COMMON STOCK
This Prospectus relates to 5,000,000 shares of common stock, $.50 par value
(the "Common Stock"), of Ceridian Corporation ("Ceridian") that may be offered
and issued by Ceridian from time to time in connection with acquisitions of
other businesses or properties by Ceridian or by subsidiaries of Ceridian.
Ceridian intends to concentrate its acquisitions in areas related to the
current businesses of Ceridian, with a primary emphasis on acquisitions related
to its Information Services businesses, Ceridian Employer Services and Arbitron.
If the opportunity arises, however, Ceridian may attempt to make acquisitions
which are either complementary to its present operations or which it considers
advantageous even though they may be dissimilar to is present activities. The
consideration for any such acquisition may consist of shares of Common Stock,
cash, notes or other evidences of debt, assumptions of liabilities or a
combination thereof, as determined from time to time by negotiations between
Ceridian and the owners or controlling persons of businesses or properties to be
acquired.
The shares covered by this Prospectus may be issued in exchange for shares
of capital stock, partnership interests or other assets representing an
interest, direct or indirect, in other companies or other entities, in exchange
for assets used in or related to the business of such entities or otherwise
pursuant to the agreements providing for such acquisitions. The terms of such
acquisitions and of the issuance of shares of Common Stock under acquisition
agreements will generally be determined by direct negotiations with the owners
or controlling persons of the business or properties to be acquired or, in the
case of entities that are more widely held, through exchange offers to
stockholders or documents soliciting the approval of statutory mergers,
consolidations or sales of assets. It is anticipated that the shares of Common
Stock issued in any such acquisition will be valued at a price reasonably
related to the market value of the Common Stock either at the time of agreement
on the terms of an acquisition or at or about the time of delivery of the
shares.
It is not expected that underwriting discounts or commissions will be paid
by Ceridian in connection with issuances of shares of Common Stock under this
Prospectus. However, finders' fees or brokers' commissions may be paid from time
to time in connection with specific acquisitions, and such fees may be paid
through the issuance of shares of Common Stock covered by this Prospectus. Any
person receiving such a fee may be deemed to be an underwriter within the
meaning of the Securities Act of 1933.
Ceridian Common Stock is listed on the New York Stock Exchange under the
symbol "CEN." The last reported sale price of Ceridian Common Stock on the New
York Stock Exchange on May 11, 1995 was $34 3/8.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
------------------------
THE DATE OF THIS PROSPECTUS IS , 1995.
<PAGE>
AVAILABLE INFORMATION
Ceridian is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the Public
Reference Section of the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the following Regional Offices of the Commission:
New York Regional Office, 7 World Trade Center, 13th Floor, New York, New York
10048; and Chicago Regional Office, Northwestern Atrium Center, Suite 1400, 500
West Madison Street, Chicago, Illinois 60661. Copies of such material can also
be obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549. Such reports, proxy statements and other
information concerning Ceridian can also be inspected at the offices of the New
York Stock Exchange, 20 Broad Street, New York, N.Y. 10005.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed with the Commission by Ceridian (File No.
1-1969) are incorporated into this Prospectus by reference: (1) Ceridian's
Annual Report on Form 10-K for the fiscal year ended December 31, 1994; (2)
Ceridian's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31,
1995; (3) Amendment No. 2, dated March 24, 1995, to Ceridian's Current Report on
Form 8-K dated June 24, 1994; (4) Ceridian's Current Report on Form 8-K dated
January 19, 1995; and (5) all other reports filed by Ceridian pursuant to
Sections 13 or 15(d) of the Exchange Act since December 31, 1994.
All documents filed by Ceridian pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering hereunder shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the date of filing of
such documents. Any statement contained herein or in a document incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT PRESENTED
HEREIN OR DELIVERED HEREWITH. COPIES OF THESE DOCUMENTS (OTHER THAN EXHIBITS
THERETO) ARE AVAILABLE WITHOUT CHARGE, UPON WRITTEN OR ORAL REQUEST BY A PERSON
TO WHOM THIS PROSPECTUS HAS BEEN DELIVERED, FROM STOCKHOLDER SERVICES, CERIDIAN
CORPORATION, 8100 34TH AVENUE SOUTH, MINNEAPOLIS, MINNESOTA 55425; TELEPHONE
NUMBER (612) 853-4373. IN ORDER TO ENSURE TIMELY DELIVERY OF THE DOCUMENTS, ANY
REQUEST SHOULD BE MADE AT LEAST FIVE BUSINESS DAYS PRIOR TO THE DATE ON WHICH A
FINAL INVESTMENT DECISION IS TO BE MADE.
2
<PAGE>
THE COMPANY
Ceridian is comprised of two business segments, Information Services and
Defense Electronics. Ceridian was founded in 1957 and is incorporated in
Delaware. The principal executive office of Ceridian is located at 8100 34th
Avenue South, Minneapolis, Minnesota 55425, telephone (612) 853-8100.
The Information Services segment, which consists of Ceridian Employer
Services ("Employer Services") and Arbitron, provides technology-based services
to businesses on a repetitive or subscription basis as well as applications
software. The technology-based products and services of the Information Services
businesses are typically provided through long-term customer relationships that
result in a high level of recurring revenue.
Employer Services offers a broad range of products and services designed to
help employers more effectively manage their work forces and the information
that is integral to human resource processes. These products and services
include payroll processing, payroll tax filing and training services; payroll,
human resources management and benefits administration software; and employee
assistance programs. The substantial majority of Employer Services' revenue is
attributable to payroll processing and payroll tax filing services. Payroll
processing consists primarily of preparing and furnishing employee payroll
checks, direct deposit advices and supporting journals, summaries and other
reports. Payroll tax filing services consist primarily of processing federal,
state and local withholding taxes on behalf of employers based on payroll
information provided, and remitting such taxes along with necessary reports to
the appropriate taxing authorities. These payroll-related services are typically
priced on a fee-per-item-processed basis, and quarterly revenue consequently
fluctuates with the volume of items processed. Employer Services also derives a
portion of its payroll tax filing revenue from investment income it receives on
tax filing deposits temporarily held pending remittance on behalf of customers
to taxing authorities. Over half of Employer Services' 1994 payroll tax filing
revenue was attributable to such investment income. As a result, quarterly
revenue and profitability will vary as a result of changes in interest rates and
in the amount of tax filing deposits held by Employer Services.
The Company decided in 1993 to upgrade Employer Services' existing payroll
processing software in order to achieve a payroll processing system that would
be more highly automated, easier and less costly to install and maintain and
would provide greater flexibility to customers in terms of product and service
options. Toward that end, the Company acquired Tesseract Corporation
("Tesseract") in June 1994. Tesseract provides payroll processing, human
resources management and benefits administration software offerings for large
customers with complex information management needs that prefer to handle such
tasks in-house. This acquisition has provided the Company with a proven payroll
processing software application that is being adapted to run in Employer
Services' multi-customer data center environment. The Company also entered into
a technology services agreement with Integrated Systems Solutions Corporation
("ISSC"), a wholly-owned subsidiary of International Business Machines
Corporation, in January 1995. Under that agreement, the term of which extends
through December 31, 2004, ISSC will utilize Employer Services' enhanced payroll
processing software to provide the centralized payroll data processing services
required by Employer Services in connection with its previously announced
program to consolidate payroll data processing from its district offices into
centralized facilities.
Employer Services' human resources information service provides application
software to customers that enables them to combine their payroll and human
resource information databases and can serve as a "front-end" to Employer
Services' payroll processing system. This enables the customer to create a
single database of employee information for on-line inquiry, updating and
reporting in areas important to human resource administration and management.
Employer Services also provides related human resources information management
consulting services. Employer Services' employee assistance service provides
confidential, around- the-clock assessment and referral services
3
<PAGE>
to customers' employees to help them address legal and financial problems,
substance abuse, childcare, eldercare and other personal problems. Employer
Services maintains a network of professional counselors who are available to
work with employees to solve problems and to provide referrals to specialists if
such referrals are warranted by the circumstances.
Arbitron is the leading provider of radio audience measurement information
in terms of revenue and market share, and also provides electronic media and
marketing information to radio and television broadcasters, cable operators,
advertising agencies and advertisers. Arbitron's proprietary data regarding
radio audience size and demographics is provided to customers through multi-year
license agreements. Arbitron also provides software applications that give
customers flexible and unlimited access to Arbitron's database, and enable them
to more effectively analyze and understand that information. The radio audience
measurement service represented almost 90% of Arbitron's revenue during 1994. In
addition, through acquisitions, joint ventures and the introduction of new
products, Arbitron has obtained access to or developed services that provide
data regarding product purchasing decisions.
The Defense Electronics segment, consisting of Computing Devices
International ("Computing Devices"), develops, manufactures and markets
electronic systems, subsystems and components, and provides systems integration
and other services, primarily to government defense agencies. Computing Devices'
products and services feature its capabilities in signal processing, digital
image manipulation, "ruggedized" subsystems for harsh environments and real-time
software systems. A majority of Computing Devices' revenue is attributable to
products and services relating to avionics systems, including the AN/AYK-14
standard Navy airborne mission computer systems; communication systems,
including the Iris tactical command, control and communications system being
developed for the Canadian armed forces; and intelligence and surveillance
systems, including advanced parallel processing, reconnaissance systems and
imaging software. The remainder of Computing Devices' revenue is primarily
attributable to products and services relating to shipboard subsystems, anti-
submarine warfare subsystems, ground subsystems, space processing, display
subsystems and tactical reconnaissance systems. Computing Devices employs
technology developed through internal research and development, contract
research and development and customer funded development programs.
From 1986 to 1993, Ceridian significantly reshaped its operations through
divestitures, liquidations and other restructurings of various assets and
business units. It has narrowed and reoriented the focus of its continuing
operations to businesses that provide technology-based services pursuant to
long-term customer relationships. Ceridian's restructuring actions, including
the fourth quarter 1993 discontinuance of Arbitron's syndicated television and
cable ratings service, resulted in large charges against Ceridian's earnings,
including a $67.0 million net restructuring charge in the fourth quarter 1993.
As a result of its restructuring activities and other operating losses, Ceridian
has net operating loss carryforwards of approximately $1.3 billion for U.S.
federal income tax purposes, which expire during the period 1997-2007 and may be
used, to the extent available, to offset its U.S. earnings during the
carryforward period.
Ceridian's objectives are to improve profitability through investment in
technology and improved operating efficiencies in each of its primary businesses
and to pursue opportunities for growth internally and through selected strategic
acquisitions.
4
<PAGE>
SELECTED CONSOLIDATED FINANCIAL DATA
The following selected consolidated financial data for and as of the end of
each of the years in the five-year period ended December 31, 1994 have been
derived from the consolidated financial statements of Ceridian, which statements
have been audited by KPMG Peat Marwick LLP, independent certified public
accountants. The consolidated financial data for the three months ended March
31, 1995 and 1994 have been derived from the unaudited consolidated financial
statements for Ceridian which, in the opinion of management, reflect all
adjustments (which include only normal recurring adjustments, except as set
forth in the notes to those financial statements) necessary to present fairly
the financial position and results of its operations for such periods. The
results of operations for the three months ended March 31, 1995 are not
necessarily indicative of results expected for the full fiscal year.
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31, YEARS ENDED DECEMBER 31,
-------------------- -----------------------------------------------------
1995 1994 1994 1993 1992 1991 1990
--------- --------- --------- --------- --------- --------- ---------
(IN MILLIONS, EXCEPT SHARE AND PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
CONSOLIDATED STATEMENT OF OPERATIONS DATA:
Revenue............................................ $ 257.8 $ 221.3 $ 916.3 $ 886.1 $ 830.3 $ 763.0 $ 936.2
Cost of revenue.................................... 158.6 138.6 588.5 606.0 575.1 488.5 600.2
--------- --------- --------- --------- --------- --------- ---------
Gross profit....................................... 99.2 82.7 327.8 280.1 255.2 274.5 336.0
Operating Expenses:
Selling, general and administrative.............. 54.8 48.8 205.5 178.1 164.5 173.5 215.8
Technical expense................................ 16.2 10.9 49.3 48.6 46.9 46.2 68.9
Other expense (income)........................... (0.5) 0.4 (3.2) (3.5) (6.9) 2.1 (0.3)
Restructure loss (gain).......................... -- -- -- 67.0 76.2 (16.2) 1.5
--------- --------- --------- --------- --------- --------- ---------
Earnings (Loss) before interest and taxes.......... 28.7 22.6 76.2 (10.1) (25.5) 68.9 50.1
Earnings (Loss) before income taxes................ 31.1 24.1 85.2 (18.2) (24.0) 70.2 48.7
Earnings (Loss) from continuing operations......... 28.4 22.2 78.6 (22.0) (29.1) 66.1 45.3
Earnings (Loss) from discontinued operations (1)... -- -- -- -- (321.6) (74.7) (42.6)
Extraordinary loss (2)............................. -- -- -- (8.4) -- (1.2) --
Cumulative effect of accounting change (3)......... -- -- -- -- (41.8) -- --
--------- --------- --------- --------- --------- --------- ---------
Net earnings (loss) (4)............................ $ 28.4 $ 22.2 $ 78.6 $ (30.4) $ (392.5) $ (9.8) $ 2.7
--------- --------- --------- --------- --------- --------- ---------
--------- --------- --------- --------- --------- --------- ---------
Earnings (Loss) from continuing operations per
common share...................................... $ 0.54 $ 0.42 $ 1.43 $ (0.52) $ (0.69) $ 1.54 $ 1.05
Earnings (Loss) per fully diluted common share..... $ 0.50 $ 0.40 $ 1.40 $ (0.71) $ (9.22) $ (0.24) $ 0.05
--------- --------- --------- --------- --------- --------- ---------
--------- --------- --------- --------- --------- --------- ---------
Weighted average common shares outstanding (in
thousands) adjusted for full dilution............. 57,107 55,968 56,249 43,131 42,617 42,526 42,517
</TABLE>
<TABLE>
<CAPTION>
AS OF DECEMBER 31,
AS OF MARCH -----------------------------------------------------
31, 1995 1994 1993 1992 1991 1990
----------- --------- --------- --------- --------- ---------
(IN MILLIONS, EXCEPT EMPLOYEE AND PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C>
CONSOLIDATED BALANCE SHEET DATA (1):
Cash and short-term investments........................ $ 157.9 $ 171.4 $ 215.8 $ 152.8 $ 193.5 $ 206.9
Total assets........................................... 709.0 690.3 615.7 551.6 974.7 1,179.0
Debt obligations....................................... 14.9 18.7 19.4 187.6 184.1 337.9
Stockholders' equity (deficit)......................... 214.8 186.5 111.3 (100.9) 446.2 448.4
Stockholders' equity (deficit) per common share........ $ (0.46) $ (1.09) $ (2.82) $ (2.36) $ 10.24 $ 10.29
Number of employee at end of period (5)................ 7,600 7,500 7,600 8,800 9,600 10,500
<FN>
- ------------------------------
(1) The Company's former Computer Products business, Automated Wagering
division and Empros division are reflected in this table as discontinued
operations.
(2) The extraordinary losses in 1993 and 1991 are due to the early retirement
of debt.
(3) Reflects the adoption by the Company in 1992 of Financial Accounting
Standard No. 106, "Employers' Accounting for Postretirement Benefits Other
Than Pensions."
(4) Before payment of $13.0 million of dividends during 1994 on the Company's
5 1/2% Cumulative Convertible Exchangeable Preferred Stock issued in
December 1993.
(5) Includes full-time and part-time personnel for continuing operations.
</TABLE>
5
<PAGE>
PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY
Ceridian's Common Stock is listed on the New York Stock Exchange (the
"NYSE"), the Pacific Stock Exchange and the Chicago Stock Exchange and is
reported on the NYSE Composite Tape under the symbol "CEN." The following table
sets forth, for each of the calendar periods indicated, the reported high and
low sales prices per share of the Common Stock on the NYSE Composite Tape.
<TABLE>
<CAPTION>
HIGH LOW
-------- --------
<S> <C> <C>
1992
First Quarter........................................................... $ 12 3/4 $ 9 1/8
Second Quarter.......................................................... 14 1/8 11
Third Quarter........................................................... 16 1/8 13 1/8
Fourth Quarter.......................................................... 17 1/4 13 3/4
1993
First Quarter........................................................... $ 16 1/8 $ 14 3/8
Second Quarter.......................................................... 16 1/8 13
Third Quarter........................................................... 18 1/2 14 3/8
Fourth Quarter.......................................................... 19 7/8 17 1/2
1994
First Quarter........................................................... $ 24 3/4 $ 18 1/2
Second Quarter.......................................................... 25 5/8 21 1/2
Third Quarter........................................................... 27 1/2 24
Fourth Quarter.......................................................... 27 1/8 23 1/2
1995
First Quarter........................................................... $ 34 1/2 $ 26 1/8
Second Quarter (through May 11, 1995)................................... 35 7/8 32 1/8
</TABLE>
As of April 30, 1995, there were 45,609,822 shares of Common Stock
outstanding held by approximately 18,200 holders of record.
No cash dividends have been declared on the Common Stock since 1985. The
terms of Ceridian's domestic revolving credit agreement (which expires on May
30, 1995) limit the payment by Ceridian of cash dividends on its Common Stock.
Unless cumulative dividends on Ceridian's 5 1/2% Cumulative Convertible
Exchangeable Preferred Stock (the "5 1/2% Preferred Stock") have been paid in
full, the payment of dividends on the Common Stock is prohibited. Subject to the
limitations in Ceridian's revolving credit agreement, and the payment in full of
cumulative dividends on the 5 1/2% Preferred Stock, the payment of future
dividends on the Common Stock and the amounts thereof will be determined by
Ceridian's Board of Directors in light of business conditions, earnings and
financial requirements of Ceridian and other relevant factors.
DESCRIPTION OF COMMON STOCK
Ceridian is authorized to issue up to 100,000,000 shares of Common Stock,
par value $.50 per share, of which 45,609,822 shares were outstanding as of
April 30, 1995.
The holders of Common Stock are entitled to one vote for each share held of
record on all matters submitted to a vote of stockholders, and stockholders have
no right to cumulate their votes in the election of directors. Subject to the
prior rights of the 5 1/2% Preferred Stock and any other preferred stock of
Ceridian that may be issued in the future, holders of Common Stock are entitled
to receive ratably such dividends as may be declared by the Board of Directors
out of funds legally available therefor. Holders of Common Stock have no
preemptive rights and no right to convert their Common Stock into other
securities. There are no redemption or sinking fund provisions applicable to the
Common Stock. All outstanding shares of Common Stock are fully paid and
nonassessable.
In the event of a liquidation, dissolution or winding up of Ceridian,
holders of Common Stock are entitled to share with each other on a ratable basis
as a single class in the net assets of Ceridian
6
<PAGE>
available for distribution after payments of liabilities and satisfaction of any
preferential rights of holders of 5 1/2% Preferred Stock and have no rights to
convert their Common Stock into any other securities. The rights, preferences
and privileges of holders of the Common Stock are subject to, and may be
adversely affected by, the rights of holders of shares of the 5 1/2% Preferred
Stock and any series of preferred stock which Ceridian may designate and issue
in the future.
Ceridian's Certificate of Incorporation contains provisions which: (i)
require the affirmative vote of two-thirds of the outstanding capital stock
entitled to vote to approve certain mergers and other business combinations; and
(ii) require an affirmative vote which may be larger than two-thirds (and may
not be less than two-thirds) of the outstanding shares of Common Stock entitled
to vote to approve business combinations with "controlling persons," with a
minimum price per share payable for shares other than those held by such
"controlling persons" in connection with such a business combination.
The Transfer Agent and Registrar for the Common Stock is The Bank of New
York.
RESTRICTIONS ON RESALE
This Prospectus may not be used for reoffers or resales of shares of Common
Stock acquired pursuant to this Prospectus by "affiliates" of businesses or
properties acquired by Ceridian or a subsidiary of Ceridian (generally,
directors, officers and other controlling persons). These "affiliates" may only
offer or sell such shares pursuant to a registration statement under the
Securities Act of 1933 covering the shares or in compliance with an available
exemption from these registration requirements, such as Rule 145 under the Act.
VALIDITY OF COMMON STOCK
The validity of the Common Stock to be offered hereby will be passed upon
for Ceridian by Oppenheimer Wolff & Donnelly, Minneapolis, Minnesota. Richard G.
Lareau, a member of Oppenheimer Wolff & Donnelly, is a director of Ceridian and
owns 3,500 share of Common Stock and options to acquire 3,000 shares of Common
Stock.
EXPERTS
The consolidated financial statements and financial statement schedules of
Ceridian Corporation as of December 31, 1994 and 1993 and for each of the years
in the three-year period ended December 31, 1994 have been incorporated by
reference herein and in the Registration Statement in reliance upon the report
of KPMG Peat Marwick LLP, independent certified public accountants, incorporated
by reference herein, and upon the authority of said firm as experts in
accounting and auditing. The report of KPMG Peat Marwick LLP covering the
December 31, 1994 consolidated financial statements refers to a change in 1992
in the method of accounting for post-retirement benefits other than pensions. To
the extent that KPMG Peat Marwick LLP examines and reports on financial
statements of Ceridian Corporation issued at future dates, and consents to the
use of their reports thereon, such financial statements will also be
incorporated by reference herein in reliance upon their reports and said
authority.
7
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS, AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY CERIDIAN. NEITHER THE DELIVERY OF
THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE
AN IMPLICATION THAT THE INFORMATION HEREIN OR INCORPORATED BY REFERENCE HEREIN
IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE. THE PROSPECTUS DOES NOT
CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY JURISDICTION IN WHICH SUCH
OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER
OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO
MAKE SUCH OFFER OR SOLICITATION.
------------------------
TABLE OF CONTENTS
PAGE
----
Available Information........................ 2
Documents Incorporated by Reference.......... 2
The Company.................................. 3
Selected Consolidated Financial Data......... 5
Price Range of Common Stock and Dividend
Policy...................................... 6
Description of Common Stock.................. 6
Restrictions on Resale....................... 7
Validity of Common Stock..................... 7
Experts...................................... 7
5,000,000 SHARES
[LOGO]
COMMON STOCK
---------------------
PROSPECTUS
---------------------
, 1995
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law (the "DGCL") grants each
corporation organized thereunder, such as Ceridian, the power to indemnify its
directors and officers against liabilities for certain of their acts. Section
102(b)(7) of the DGCL permits a provision in the certificate of incorporation of
each corporation organized thereunder, such as Ceridian, eliminating or
limiting, with certain exceptions, the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director. The foregoing statements are subject to the detailed
provisions of Section 145 and 102(b)(7) of the DGCL.
Article VI of Ceridian's Bylaws provides that each person who is or was a
director, officer or employee of Ceridian shall be indemnified by Ceridian as a
right to the full extent permitted or authorized by the DGCL. Ceridian has also
by contract agreed to indemnify its directors against damages, judgments,
settlements and costs arising out of any actions against the directors brought
by reason of the fact that they are or were directors.
Ceridian maintains directors' and officers' liability insurance, including a
reimbursement policy in favor of Ceridian.
ITEM 21. EXHIBITS AND FINANCIAL SCHEDULES.
(a) EXHIBITS
4.1 Restated Certificate of Incorporation of Ceridian Corporation
(incorporated by reference to Exhibit 4.01 to Ceridian's
Registration Statement on Form S-8 (File No. 33-54379)).
4.2 Bylaws of Ceridian Corporation, as amended (incorporated by
reference to Exhibit 3.01 to Ceridian's Quarterly Report on Form
10-Q for the quarter ended September 30, 1993 (File No. 1-1969)).
*5.1 Opinion of Oppenheimer Wolff & Donnelly.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Oppenheimer Wolff & Donnelly (included in Exhibit
5.1).
*24.1 Power of Attorney.
- ------------------------
*Previously filed.
(b) FINANCIAL STATEMENT SCHEDULES.
No schedules required.
(c) REPORTS, OPINIONS AND APPRAISALS MATERIALLY RELATING TO THE
TRANSACTION.
Not applicable.
ITEM 22. 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;
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(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.
(2) That, for purposes 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 the
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.
(c)(1) The undersigned registrant hereby undertakes as follows: that prior
to any public reoffering of the securities registered hereunder through use of a
prospectus which is part of this registration statement, by any person or party
who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer
undertakes that such reoffering prospectus will contain the information called
for by the applicable registration form with respect to reofferings by persons
who may be deemed underwriters, in addition to the information called for by the
other Items of the applicable form.
(2) The registrant undertakes that every prospectus (i) that is filed
pursuant to paragraph (c)(1) immediately preceding, or (ii) that purports to
meet the requirements of section 10(a)(3) of the Act and is used in connection
with an offering of securities subject to Rule 415, except to the extent
permitted to be filed as a prospectus supplement, will be filed as a part of an
amendment to the registration statement and will not be used until such
amendment is effective, and that, for purposes 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.
(d) 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 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 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.
(e) The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.
(f) The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective, except where
the transaction in which the securities being offered pursuant to this
Registration Statement would itself qualify for an exemption from Section 5 of
the Securities Act, absent the existence of other similar (prior or subsequent)
transactions.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 2 to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Minneapolis, State of Minnesota, as of May 15, 1995.
CERIDIAN CORPORATION
By: /s/ JOHN R. EICKHOFF
-----------------------------------
John R. Eickhoff
EXECUTIVE VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 2 to the Registration Statement has been signed as of May 15, 1995 by the
following persons in the capacities indicated.
<TABLE>
<C> <S>
LAWRENCE PERLMAN* /s/ JOHN R. EICKHOFF
------------------------------------------ ------------------------------------------
Lawrence Perlman John R. Eickhoff
CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL
EXECUTIVE OFFICER (PRINCIPAL EXECUTIVE OFFICER (PRINCIPAL FINANCIAL OFFICER)
OFFICER)
RUTH M. DAVIS* /s/ LOREN D. GROSS
------------------------------------------ ------------------------------------------
Ruth M. Davis Loren D. Gross
DIRECTOR VICE PRESIDENT AND CONTROLLER
(PRINCIPAL ACCOUNTING OFFICER)
ALLEN W. DAWSON* CHARLES MARSHALL*
------------------------------------------ ------------------------------------------
Allen W. Dawson Charles Marshall
DIRECTOR DIRECTOR
RONALD JAMES*
------------------------------------------ ------------------------------------------
Ronald James Carole J. Uhrich
DIRECTOR DIRECTOR
RICHARD G. LAREAU* RICHARD W. VIESER*
------------------------------------------ ------------------------------------------
Richard G. Lareau Richard W. Vieser
DIRECTOR DIRECTOR
PAUL S. WALSH*
------------------------------------------ ------------------------------------------
George R. Lewis Paul S. Walsh
DIRECTOR DIRECTOR
*By /s/ JOHN A. HAVEMAN
------------------------------------------
John A. Haveman
ATTORNEY-IN-FACT
</TABLE>
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Ceridian Corporation:
We consent to the use of our reports incorporated herein by reference and to
the reference to our firm under the headings "Selected Consolidated Financial
Data" and "Experts" in the prospectus.
KPMG Peat Marwick LLP
/s/ KPMG Peat Marwick LLP
Minneapolis, Minnesota
May 15, 1995
