<PAGE>
As filed with the Securities and Exchange Commission
on May 30, 1997
Registration Number 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CERIDIAN CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 52-0278528
(State of incorporation) (I.R.S. Employer
Identification Number)
8100 34th Avenue South
Minneapolis, Minnesota 55425
(Address of principal executive offices)
CERIDIAN CORPORATION 1993 LONG-TERM INCENTIVE PLAN
(Amended and Restated as of May 14, 1997)
(Full title of the plan)
John A. Haveman
Vice President and Secretary
Ceridian Corporation
8100 34th Avenue South
Minneapolis, Minnesota 55425
(612) 853-7425
(Name, address and telephone number of agent for service)
<PAGE>
Calculation of Registration Fee
Proposed Proposed
Title of maximum maximum
Securities Amount offering aggregate Amount of
to be to be price per offering Registration
registered registered(1) share(2) price (2) fee
Common Stock 3,000,000 $35.69 $107,070,000 $32,446
$.50 par shares
value
(1) In addition, pursuant to Rule 416(a) under the Securities Act of
1933, as amended (the "Act"),this Registration Statement also
covers an indeterminate number of additional shares that may be
offered or issued as a result of the anti-dilution provisions of
the above-referenced plan.
(2) Estimated solely for the purpose of calculating the amount
of the registration fee pursuant to Rule 457(c) and
457(h)(1) under the Act, based on the average high and low
sale prices reported for the Registrant's Common Stock on
the New York Stock Exchange on May 22, 1997.
<PAGE>
Part II Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference
The following documents filed with the Securities and
Exchange Commission (the "Commission") by Ceridian Corporation
(the "Company") are incorporated in this Registration Statement
by reference:
(1) The Company's Annual Report on Form 10-K for the year ended
December 31, 1996;
(2) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997;
(3) All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934
("Exchange Act") since December 31, 1996; and
(4) The description of the Company's Common Stock, par value
$0.50 per share, contained in the Company's Registration
Statement on Form S-4, File No. 33-64089.
All documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act after the date of this Registration Statement and prior to
the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all
<PAGE>
securities then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents.
Item 4. Description of Securities
The Company's Common Stock is registered under Section 12 of
the Exchange Act.
Item 5. Interests of Named Experts and Counsel
John A. Haveman, Vice President, Secretary and Associate
General Counsel for the Company, has provided an opinion as to
the legality of the securities being registered hereby. As a
result of awards under stock-based compensation plans maintained
by the Company, Mr. Haveman holds options to acquire 19,466
shares of such stock, and holds 8,956 shares of such stock that
are subject to restrictions on transferability and possible
forfeiture. He is eligible to participate in the 1993 Long-Term
Incentive Plan (Amended and Restated as of May 14, 1997).
The consolidated financial statements and financial
statement schedule of the Company as of December 31, 1996 and
1995 for each of the years in the three-year period ended
December 31, 1996 have been incorporated by reference in this
Registration Statement in reliance upon the reports 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. To
the extent that KPMG Peat Marwick LLP examines and reports on
financial statements of the Company issued at future dates, and
consents to the use of their reports thereon, such financial
statements also will be incorporated by reference in this
Registration Statement in reliance upon their reports and said
authority.
1
<PAGE>
Item 6. Indemnification of Directors and Officers
Section 145 of the General Corporation Law of the State of
Delaware ("DGCL") grants each corporation organized thereunder,
such as the Company, the power to indemnify its directors and
officers against liability 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
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 Company's certificate of incorporation contains such a provision.
The foregoing statements are subject to the detailed provisions of
Sections 145 and 102(b)(7) of the DGCL.
Article VI of the Company's Bylaws provides that the Company
shall indemnify its officers, directors and employees to the
<PAGE>
fullest extent permitted by the DGCL in connection with
proceedings with which any such person is involved by virtue of
his or her status as an officer, director or employee. The
Company 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. The Company maintains
directors' and officers' liability insurance, including a
reimbursement policy in favor of the Company.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The following is a complete list of Exhibits filed or
incorporated by reference as part of this registration statement:
Exhibit Description
4.01 Restated Certificate of Incorporation of Ceridian
Corporation (incorporated by reference to Exhibit 4.01 to
the Company's Registration Statement on Form S-8 (File No.
33-54379))
4.02 Certificate of Amendment of Restated Certificate of
Incorporation of Ceridian Corporation (incorporated by
reference to Exhibit 3 to the Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1996 (File No. 1-
1969))
4.03 Bylaws of Ceridian Corporation, as amended (incorporated by
reference to Exhibit 3.01 to the Company's
Quarterly Report on Form 10-Q for the quarter ended
September 30, 1993
(File No. 1-1969))
5.01 Opinion and consent of John A. Haveman
23.01Consent of KPMG Peat Marwick LLP
23.02Consent of John A. Haveman (included in Exhibit 5.01)
24.01Power of Attorney (included on page 5 of this Registration
Statement)
99.01Ceridian Corporation 1993 Long-Term Incentive Plan (Amended
and Restated as of May 14, 1997) (incorporated by reference
to Appendix A to the Company's Proxy Statement for its
Annual Meeting of Stockholders, May 14, 1997 (File No. 1-
1969))
2
<PAGE>
Item 9. Undertakings
<PAGE>
(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;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information
in the Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the Registration Statement is on Form S-3 or Form S-
8 and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to 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)
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
<PAGE>
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 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.
3
<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 Minneapolis,
State of Minnesota, on May 30, 1997.
CERIDIAN CORPORATION
By: /s/ John A. Haveman
John A. Haveman
Vice President and Secretary
POWER OF ATTORNEY
We, the undersigned officers and directors of Ceridian
Corporation, hereby severally constitute John R. Eickhoff and John
A. Haveman, and either of them singly, our true and lawful
attorneys with full power to them, and each of them singly, to sign
for us and in our name in the capacities indicated below any and
all amendments to this Registration Statement on Form S-8 filed by
Ceridian Corporation with the Securities and Exchange Commission,
and generally to do all such things in our name and behalf in such
capacities as may be necessary to enable Ceridian Corporation to
comply with the provisions of the Securities Act of 1933, as
amended, and all requirements of the Securities and Exchange
Commission, and we hereby ratify and confirm our signatures as they
may be signed by our said attorneys, or either of them, to any and
all such amendments.
<PAGE>
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed as of May 30, 1997 by
the following persons in the capacities indicated.
/s/ Lawrence Perlman /s/ Ruth M. Davis
Lawrence Perlman Ruth M. Davis, Director
Chairman, President and
Chief Executive Officer /s/ Richard G. Lareau
(Principal Executive Richard G. Lareau, Director
Officer and Director)
/s/ Ronald T. LeMay
Ronald T. LeMay, Director
/s/ J.R. Eickhoff
J. R. Eickhoff /s/ George R. Lewis
Executive Vice President George R. Lewis, Director
and Chief Financial
Officer (Principal /s/ Charles Marshall
Financial Officer) Charles Marshall, Director
/s/ Loren D. Gross Carole J. Uhrich, Director
Loren D. Gross
Vice President and Corporate
Controller (Principal Richard W. Vieser, Director
Accounting Officer)
/s/ Paul S. Walsh
Paul S. Walsh, Director
4
<PAGE>
EXHIBIT INDEX
Exhibit Description Code
4.1 Restated Certificate of Incorporation
of Ceridian Corporation IBR
4.2 Certificate of Amendment of
Restated Certificate of Incorporation
of Ceridian Corporation IBR
4.03 Bylaws of Ceridian Corporation, as IBR
amended
5.01 Opinion and consent of John A. Haveman E
23.01 Consent of KPMG Peat Marwick LLP E
23.02 Consent of John A. Haveman (included
in Exhibit 5.01)
24.1 Power of Attorney (included on page 4 of this
Registration Statement)
<PAGE>
99.01 Ceridian Corporation 1993 Long-Term
Incentive Plan (Amended and Restated
as of May 14, 1997) IBR
Legend: E Electronic Filing
IBR Incorporated by Reference
5
<PAGE>
EXHIBIT 5.01
May 30, 1997
Ceridian Corporation
8100 34th Avenue South
Minneapolis, MN 55425
Re: Ceridian Corporation
Registration Statement on Form S-8
Dear Sir or Madam:
I have acted as counsel to Ceridian Corporation, a Delaware
corporation (the "Company"), in connection with the registration
by the Company of 3,000,000 shares of its Common Stock, $0.50 par
value (the "Shares"), pursuant to the Company's registration
statement on Form S-8 which refers to the Company's 1993 Long-
Term Incentive Plan (Amended and Restated as of May 14, 1997) and
which is to be filed with the Securities and Exchange Commission
on May 30, 1997 (the "Registration Statement").
In this connection, I have examined originals or copies,
certified or otherwise identified to my satisfaction, of
corporate records of the Company and such other documents that I
have considered necessary as a basis for the opinions expressed
herein. In such examination, I have assumed the genuineness of
all signatures, the authenticity of all documents submitted to me
as originals and the conformity with originals of all documents
submitted to me as copies. As to all questions of fact material
to such opinions, I have, when relevant facts were not
independently established by me, relied upon statements of the
Company and its officers and of public officials.
Based upon the foregoing, I advise you that in my opinion:
<PAGE>
1. The Company has been duly incorporated and is validly
existing under the laws of the State of Delaware.
2. The Company has corporate authority to issue the Shares
in the manner and under the terms set forth in the Registration
Statement.
3. The Shares have been duly authorized and, when issued in
accordance with the Plan referred to in the Registration
Statement, will be validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as Exhibit
5.01 to the Registration Statement and to its use as part of the
Registration Statement.
Very truly yours,
/s/John A. Haveman
Vice President, Secretary and
Associate General Counsel
<PAGE>
EXHIBIT 23.01
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 in
Part II, Item 5 of this Registration Statement.
/s/KPMG Peat Marwick LLP
Minneapolis, Minnesota
May 30, 1997
