<PAGE>
As filed with the Securities and Exchange Commission on July 22, 1999
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 (I.R.S. Employer
of incorporation or organization) Identification No.)
8100 34th Avenue South 55425
Minneapolis, Minnesota (Zip Code)
(Address of principal executive offices)
ABR Information Services, Inc. 1996 Non-Employee
Director Stock Option Plan, as amended.
ABR Information Services, Inc. Amended and
Restated 1987 Stock Option Plan.
ABR Information Services, Inc. Amended and
Restated 1993 Stock Option Plan, as amended.
ABR Information Services, Inc. 1997 Stock Option Plan.
(Full title of the plans)
William E. McDonald
Associate General Counsel and Deputy Secretary
Ceridian Corporation
8100 34th Avenue South
Minneapolis, Minnesota 55425
(Name and address of agent for service)
(612) 853-8100
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Proposed
Title of maximum maximum
securities Amount to offering aggregate Amount of
to be be price per offering registration
registered Registered (1) share (2) price (2) fee
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<S> <C> <C> <C> <C>
Common Stock
($.50 par value) 861,425 shares $28.7404 $24,757,689.57 $6,890
</TABLE>
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(1) 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 plans.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee and calculated pursuant to Rule 457(h) under the
Securities Act with respect to options to purchase shares previously
granted under the plans, on the basis of the weighted average exercise
price of such option grants.
<PAGE>
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by Ceridian
Corporation (the "Company") with the Securities and Exchange Commission, are
incorporated by reference in this Registration Statement, as of their
respective dates:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998;
(b) The Company's Quarterly Report on Form 10-Q for the quarterly period
ending March 31, 1999;
(c) 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, 1998; and
(d) The description of the Company's capital stock contained in the
Company's Registration Statement on Form S-4 (File No. 33-64089),
including any amendments or reports filed for the purpose of updating
such description.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, subsequent to the date hereof and
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference herein and
to be a part hereof from the respective dates of filing of such documents.
The financial statements of the Company incorporated by reference in
this Registration Statement have been audited by KPMG LLP, independent
certified public accountants, for the periods indicated in their report
thereon which is incorporated by reference in the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1998. The financial
statements audited by KPMG LLP have been incorporated herein by reference in
reliance on their report given on their authority as experts in accounting
and auditing. To the extent that KPMG LLP audits and reports on the 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 the Registration Statement in reliance upon their reports and
authority.
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.
William E. McDonald, Associate General Counsel and Deputy Secretary
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, including the Employee Stock Purchase Plan,
Mr. McDonald holds options to acquire shares of common stock of the Company
with a value in the aggregate that may exceed $50,000 upon vesting.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware 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
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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. 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:
<TABLE>
<CAPTION>
EXHIBIT: DESCRIPTION:
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<S> <C>
5.01 Opinion and consent of William E. McDonald.
23.01 Consent of KPMG LLP.
23.02 Consent of William E. McDonald (included in Exhibit
5.01).
24.01 Power of Attorney (included on page II-4 of the
Registration Statement).
99.01 ABR Information Services, Inc. 1996 Non-Employee
Director Stock Option Plan, as amended (incorporated
by reference to ABR Information Services, Inc. Annual
Report on Form 10-K for the fiscal year ended July
31, 1998 (File No. 0-24132)).
99.02 ABR Information Services, Inc. Amended and Restated
1987 Stock Option Plan (incorporated by reference to
ABR Information Services, Inc. Annual Report on Form
10-K for the fiscal year ended July 31, 1994 (File
No. 0-24132)).
99.03 ABR Information Services, Inc. Amended and Restated
1993 Stock Option Plan (as amended) (incorporated by
reference to ABR Information Services, Inc. Annual
Report on Form 10-K for the fiscal year ended July
31, 1995 (File No. 0-24132)).
99.04 ABR Information Services, Inc. 1997 Stock Option Plan
(incorporated by reference to ABR Information
Services, Inc. Annual Report on Form 10-K for the
fiscal year ended July 31, 1998 (File No. 0-24132)).
</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 of 1933;
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<PAGE>
(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. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered
(if the total dollar value of securities 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 Securities and Exchange Commission pursuant to
Rule 424(b) 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 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) above will not apply
if 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 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 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 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 Securities Act of 1933 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 other 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 of 1933 and will be
governed by the final adjudication of such issue.
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<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
the 21st day of July, 1999.
CERIDIAN CORPORATION
By: /S/ LAWRENCE PERLMAN
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Lawrence Perlman
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Lawrence Perlman, John 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 by the following persons in the
capacities indicated on the 21st day of July, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
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<S> <C>
/S/ LAWRENCE PERLMAN Chairman of the Board, Chief Executive
- --------------------------- Officer and Director (principal executive officer)
Lawrence Perlman
/S/ JOHN R. EICKHOFF Executive Vice President and Chief
- --------------------------- Financial Officer (principal financial officer)
John R. Eickhoff
/S/ LOREN D. GROSS Vice President and Corporate Controller,
- --------------------------- (principal accounting officer)
Loren D. Gross
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<PAGE>
SIGNATURES CONTINUED
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/S/ BRUCE R. BOND Director
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Bruce R. Bond
/S/ NICHOLAS D. CHABRAJA Director
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Nicholas D. Chabraja
/S/ RUTH M. DAVIS Director
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Ruth M. Davis
/S/ ROBERT H. EWALD Director
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Robert H. Ewald
/S/ RICHARD G. LAREAU Director
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Richard G. Lareau
/S/ RONALD T. LEMAY Director
- ---------------------------
Ronald T. LeMay
/S/ GEORGE R. LEWIS Director
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George R. Lewis
/S/ RONALD L. TURNER President, Chief Operating Officer
- ---------------------------
Ronald L. Turner and Director
/S/ CAROLE J. UHRICH Director
- ---------------------------
Carole J. Uhrich
/S/ PAUL S. WALSH Director
- ---------------------------
Paul S. Walsh
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT PAGE
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<S> <C> <C>
5.01 Opinion of William E. McDonald Filed electronically herewith
23.01 Consent of KPMG LLP Filed electronically herewith
23.02 Consent of William E. McDonald. Included in Exhibit 5.01
24.01 Power of Attorney. Included on page II-4 of this
Registration Statement
99.01 ABR Information Services, Inc. 1996 Non-Employee Incorporated by reference
Director Stock Option Plan, as amended.
99.02 ABR Information Services, Inc. Amended and Restated Incorporated by reference
1987 Stock Option Plan.
99.03 ABR Information Services, Inc. Amended and Restated Incorporated by reference
1993 Stock Option Plan, as amended.
99.04 ABR Information Services, Inc. 1997 Stock Option Plan. Incorporated by reference
</TABLE>
<PAGE>
EXHIBIT 5.01
July 22, 1999
Ceridian Corporation
8100 34th Avenue South
Minneapolis, MN 55425
Re: Ceridian Corporation
Registration Statement on Form S-8
Dear Sir or Madam:
In my capacity as Associate General Counsel and Deputy Secretary to
Ceridian Corporation, a Delaware corporation (the "Company"), I am acting as
counsel for the Company in connection with the registration by the Company of
861,425 shares of its Common Stock, $0.50 par value (the "Shares"), to be
registered under the Securities Act of 1933, as amended, pursuant to a
Registration Statement on Form S-8 to be filed with the Securities and
Exchange Commission on July 22, 1999, pertaining to awards issued under the
ABR Information Services, Inc. 1996 Non-Employee Director Stock Option Plan,
as amended, ABR Information Services, Inc. Amended and Restated 1987 Stock
Option Plan, ABR Information Services, Inc. Amended and Restated 1993 Stock
Option Plan, as amended, and ABR Information Services, Inc. 1997 Stock Option
Plan (collectively, the "Plans").
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 that:
1. The Shares have been duly authorized and, when issued in
accordance with terms of the Plans, against payment of the consideration
therefor, will be validly issued, fully paid and nonassessable; and
2. The Company has the corporate authority to issue the Shares in
the manner and under the terms set forth in the Registration Statement on
Form S-8.
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/ William E. McDonald
William E. McDonald
Associate General Counsel and Deputy Secretary
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
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 LLP
Minneapolis, MN
July 20, 1999
