<PAGE>
As filed with the Securities and Exchange Commission on November 2, 1998
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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CERIDIAN CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 52-0278528
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8100 34TH AVENUE SOUTH
MINNEAPOLIS, MN 55425
(Address of Principal Executive Offices) (Zip Code)
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CERIDIAN CORPORATION EXECUTIVE INVESTMENT PLAN
(Full title of the plan)
-----------------------
GARY M. NELSON, ESQ.
VICE PRESIDENT AND GENERAL COUNSEL
Ceridian Corporation
8100 34th Avenue South
Minneapolis, MN 55425
(612) 853-8100
(Name, address and telephone number,
including area code, of agent for service)
<TABLE>
<CAPTION>
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PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED(1) OFFERING PRICE PER UNIT PRICE REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Deferred $5,000,000 100% $5,000,000 $1,390
Obligations
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- -------------------------------------------------------------------------------------------------------
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this Registration Statement covers an indeterminate number of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
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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 Ceridian Corporation (the "Company")
(File No. 1-1969) with the Securities and Exchange Commission (the "Commission")
are incorporated by reference in this Registration Statement: (1) Annual Report
on Form 10-K for the year ended December 31, 1997; (2) Quarterly Reports on Form
10-Q for the quarters ended March 31, 1998 and June 30, 1998; (3) Current
Reports on Form 8-K filed on January 15, 1998; January 20, 1998; January 29,
1998 and March 25, 1998 and (4) all other reports filed by the Company pursuant
to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), since December 31, 1997.
All documents filed by the Company with the Commission pursuant to
Sections 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
which indicates that all securities offered pursuant to this Registration
Statement have been sold or that de-registers all 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.
The consolidated financial statements of the Company incorporated by
reference in this Registration Statement have been audited by KPMG Peat Marwick
LLP, independent public accountants for the periods indicated in their report
thereon which is included in the Company's Annual Report on Form 10-K for the
year ended December 31, 1997. Such consolidated financial statements have been
incorporated herein by reference in reliance upon the report of KPMG Peat
Marwick LLP given on the authority of that firm as experts in accounting and
auditing. To the extent that KPMG Peat Marwick LLP audits and reports on the
financial statements of the Company issued at future dates and consents to the
use of their report thereon, such financial statements will also be incorporated
by reference in this Registration Statement in reliance upon their reports and
said authority as experts.
ITEM 4. DESCRIPTION OF SECURITIES.
The securities registered consist of certain obligations of the
Company to pay compensation deferred by, and discretionary credits awarded to,
participants in the Company's Executive Investment Plan (the "Plan").
Under the terms of the Plan, officers, non-employee directors and a
select group of management employees of the Company and participating
affiliates are provided with the opportunity to defer all or a portion of
their base salary, annual bonus and eligible long-term bonus. Amounts
deferred under the Plan are credited to individual participant accounts and
deemed invested in one or more funds selected by the participant from a group
of available funds designated by the plan administrator. Each participant's
account will be adjusted by the plan administrator on at least a monthly
basis to reflect the income, expense, gains, losses, fees and the like that
would otherwise have resulted from an actual investment in the funds selected
by the participant, as well as for a mortality and expense charge
associated with life insurance funding of the obligations under the rabbi
trusts discussed below. The value of a participant's account may also be
adjusted prior to any distribution to reflect a good faith estimate of any
fees and expenditures payable after the date of the distribution in
connection with the deemed investment of the account.
Compensation deferred under the Plan prior to January 1, 1999 (the
date on which participants may first deem deferrals to be invested in the
funds selected by the plan administrator) will be credited with earnings on a
monthly basis in an amount equal to the monthly equivalent of the reported
annual prime rate of interest for such month. On or before
2
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December 31, 1998, however, any active participant in the Plan may make a
one-time election to have the entire portion of their prior period deferrals
deemed invested in the manner described above. A participant will be
immediately vested in all amounts deferred under the Plan.
Participants in the Plan may also be awarded discretionary credits
from time to time by the Company or a participating affiliate. Discretionary
credits will be credited to a separate account for the participant and deemed
invested according to the participant's instructions in the manner described
above. A participant will become vested in discretionary credits in the manner
determined by the Company or the participating affiliate at the time the credit
is awarded.
Distributions of deferred and discretionary credit account balances
will normally be made only upon a participant's severance, retirement or
disability, and will generally be made in a lump sum payment except in
circumstances relating to retirement or disability for which a participant can
elect payment in annual installments of five, ten or fifteen years. Under
certain conditions, a participant may however elect to receive "in service"
distributions from his or her account prior to severance, retirement or
disability. A participant may also receive a distribution in the absence of an
"in service" election in the event of an unforeseeable emergency or the
disposition of some or all of the assets of the Company or the participating
affiliate. The Plan additionally permits an early distribution of a
participant's account at any time, subject to forfeiture of 10% of the account
value if no other qualifying circumstance exists. Upon the death of a
participant, the entire balance of the participant's accounts will be paid to
the beneficiary(ies) designated by the participant. If the participant dies
before terminating employment and other than by reason of suicide committed
during the two year period beginning on the later of January 1, 1999 or January
1 of the first calendar year for which the participant elects deferrals, the
participant's beneficiary(ies) will receive an additional death benefit equal to
two times the participant's aggregate deferrals made under the Plan.
Amounts deferred or otherwise credited to a participant's account are
not required by the Plan to be invested according to participant fund
selections, and will exist only as unsecured obligations of the Company or the
applicable participating affiliate. The Company and any participating affiliate
may establish one or more "rabbi trusts" for the purpose of paying obligations
under the Plan, and may transfer to or cause to be held in such trusts cash,
marketable securities or other property (including policies of insurance on the
lives of participants in the Plan) according to the terms of the trusts.
Nothing contained in the Plan or in any trust document is to be construed as
providing for assets to be held for the benefit of any participant or any other
person, and no participant or other person shall have any interest in the assets
of any trust established in connection with the Plan. To the extent that a
participant or any other person acquires a right to receive benefits under the
Plan or any trust, such right is no greater that the right of any unsecured
general creditor of the Company or the applicable participating affiliate. In
the event of the bankruptcy or insolvency of the Company or a participating
affiliate, any rabbi trust assets would be returned to the Company or
participating affiliate for the benefit of its creditors according to the terms
of the trust.
The Plan will be administered by a person or committee designated by
the Company who shall have the discretionary authority to adopt such rules,
policies, practices or procedures with respect to the Plan as it may deem
necessary are advisable. The Company reserves the right to amend or terminate
the Plan at any time, except that no such amendment or termination shall
adversely affect the rights of the participants with respect to amounts deferred
prior to such amendment or termination.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
3
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An opinion as to the validity of the securities being registered
hereunder has been provided to the Company by Gary M. Nelson, the Company's Vice
President and General Counsel. Mr. Nelson is eligible to participate in the
Plan.
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 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. EXEMPTIONS FROM REGISTRATION CLAIMED.
No securities are to be re-offered or resold pursuant to this
Registration Statement.
ITEM 8. EXHIBITS.
EXHIBIT NO.
<TABLE>
<S> <C>
4.1 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)).
4.2 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)).
4.3 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 June 30, 1998 (File No. 1-1969)).
5.1 Opinion and Consent of Gary M. Nelson, Esq. (filed herewith
electronically).
23.1 Consent of KPMG Peat Marwick LLP (filed herewith electronically).
23.2 Consent of Gary M. Nelson, Esq. (included in exhibit 5.1).
4
<PAGE>
24.1 Power of Attorney (included on page 7 of this Registration Statement).
</TABLE>
ITEM 9. 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;
(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
hereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in this registration statement. Notwithstanding
the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high end
of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) under the
Securities Act of 1933, as amended (the "Securities
Act") if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective 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.
Provided, however, that paragraphs (1)(i) and (1)(ii) above
do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission
by the registrant pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in this
registration statement.
(2) That, for the purpose of determining any liability under the
Securities 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.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each
filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and where applicable,
each filing of an employee benefit plan's annual report pursuant
to Section 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
herein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
5
<PAGE>
(c) Insofar as indemnification for liabilities arising under the
Securities 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 Securities 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 Securities Act and will be governed by
the final adjudication of such issue.
6
<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 of 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 October 21, 1998.
CERIDIAN CORPORATION
By: /s/Gary M. Nelson
----------------------------------
Gary M. Nelson
Vice-President and General Counsel
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Lawrence Perlman, J. R. Eickhoff and Gary M. Nelson, and each of them, his or
her true and lawful attorney-in-fact and agent with full powers of substitution
and resubstitution, for and in his or her name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
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 attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite or necessary
to be done in and about the premises, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent or his substitute or substitutes, may lawfully
do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on October 21, 1998 by the following
persons in the capacities indicated.
SIGNATURE TITLE
/s/ Lawrence Perlman Chairman and Chief Executive Officer
- ----------------------------------- (Principal Executive Officer) and
Lawrence Perlman Director
/s/ J.R. Eickhoff Executive Vice President and Chief
- ----------------------------------- Financial Officer (Principal Financial
J.R. Eickhoff Officer)
/s/ Loren D. Gross Vice-President and Corporate Controller
- ----------------------------------- (Principal Accounting Officer)
Loren D. Gross
/s/ Bruce R. Bond Director
- -----------------------------------
Bruce R. Bond
/s/ Nicholas D. Chabraja Director
- -----------------------------------
Nicholas D. Chabraja
/s/ Ruth M. Davis Director
- -----------------------------------
Ruth M. Davis
/s/ Robert H. Ewald Director
- -----------------------------------
Robert H. Ewald
7
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/s/ Richard G. Lareau Director
- -----------------------------------
Richard G. Lareau
/s/ Ronald T. LeMay Director
- -----------------------------------
Ronald T. LeMay
/s/ George R. Lewis Director
- -----------------------------------
George R. Lewis
- -----------------------------------
Charles Marshall Director
/s/ Ronald A. Matricaria Director
- -----------------------------------
Ronald A. Matricaria
/s/ Ronald L. Turner Director
- -----------------------------------
Ronald L. Turner
/s/ Carole J. Uhrich Director
- -----------------------------------
Carole J. Uhrich
- -----------------------------------
Richard W. Vieser Director
- -----------------------------------
Paul S. Walsh Director
8
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
NO. ITEM METHOD OF FILING
- -- ---- ----------------
<S> <C> <C>
4.1 Restated Certificate of Incorporation of Incorporated by reference to
Ceridian Corporation Exhibit 4.01 to the Company's
Registration Statement on
Form S-8 (File No. 33-54379).
4.2 Certificate of Amendment of Restated Incorporated by reference to
Certificate of Incorporation of Ceridian Exhibit 3 to the Company's
Corporation Quarterly Report on Form 10-Q
for the quarter ended
June 30, 1996 (File No. 1-
1969).
4.3 Bylaws of Ceridian Corporation, Incorporated by reference to
as amended Exhibit 3.01 to the Company's
Quarterly Report on Form 10-Q
for the quarter ended
June 30, 1998 (File No. 1-
1969).
5.1 Opinion of Gary M. Nelson, Esq. Filed herewith
electronically.
23.1 Consent of KPMG Peat Marwick LLP Filed herewith
electronically.
23.2 Consent of Gary M. Nelson, Esq. Included in Exhibit 5.1.
24.1 Power of Attorney Included on page 7 of this
Registration Statement.
</TABLE>
9
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October 30, 1998
EXHIBIT 5.1
Ceridian Corporation
8100 34th Avenue South
Minneapolis, Minnesota 55425
RE: CERIDIAN CORPORATION
REGISTRATION STATEMENT ON FORM S-8
Ladies/Gentlemen:
I am the General Counsel of Ceridian Corporation, a Delaware corporation (the
"Company"), and have acted as its counsel in connection with the registration
by the Company of $5,000,000 of deferred compensation obligations (the
"Deferred Obligations") issuable under the Company's Executive Investment
Plan (the "Plan"), pursuant to a Registration Statement on Form S-8 filed
with the Securities and Exchange Commission on October 30, 1998 (the
"Registration Statement").
In acting as counsel for the Company and arriving at the opinions expressed
below, I have examined and relied upon originals or copies, certified or
otherwise identified to my satisfaction, of such records of the Company,
agreements and other instruments, certificates of officers and
representatives of the Company, certificates of public officials and other
documents as I have deemed necessary or appropriate as a basis for the
opinions expressed herein. In connection with my examination, I have assumed
the genuiness of all signatures, the authenticity of all documents tendered
to me as originals, the legal capacity of all natural persons and the
conformity to original documents of all documents submitted to me as
certified or photostatic copies.
Based on the foregoing, and subject to the qualifications and limitations
stated herein, it is my opinion that:
(1) The Company has the corporate authority to issue the Deferred Obligations
in the manner and under the terms set forth in the Registration Statement.
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(2) The Deferred Obligations, when arising under the Plan in accordance with
its terms and conditions, will constitute valid and binding obligations of
the Company.
I express no opinion with respect to laws other than those of the State of
Minnesota and the federal laws of the United States of America, and I assume
no responsibility as to the applicability thereto, or the effect thereon, of
the laws of any other jurisdiction.
I hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to its use as part of the Registration Statement.
Very truly yours,
/s/ Gary M. Nelson
Gary M. Nelson
Vice President and General Counsel
11
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EXHIBIT 23.1
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 heading "Incorporation of Documents by
Reference" in this Form S-8 registration statement.
/s/ KPMG PEAT MARWICK LLP
KPMG Peat Marwick LLP
Minneapolis, Minnesota
October 29, 1998
12
