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As filed with the Securities and Exchange Commission on June 15, 2000
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.)
3311 East Old Shakopee Road 55425
Minneapolis, Minnesota (Zip Code)
(Address of principal executive offices)
CERIDIAN CORPORATION 2000 DIRECTOR PERFORMANCE INCENTIVE PLAN
(Full title of the plan)
William E. McDonald
Associate General Counsel and Deputy Secretary
Ceridian Corporation
3311 East Old Shakopee Road
Minneapolis, Minnesota 55425
(Name and address of agent for service)
(952) 853-8100
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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<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 price fee
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<S> <C> <C> <C> <C>
Common Stock
($.50 par value) 350,000 shares $23.875 (2) $8,356,250 $2,220
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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 plan.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h)(1) and (c), based upon the average of the
reported high and low prices of the Common Stock as reported on the
Consolidated Transaction Reporting System of the New York Stock
Exchange on June 12, 2000.
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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, 1999;
(b) The Company's Quarterly Report on Form 10-Q for the quarters ending
March 31, 2000;
(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, 1999; 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.
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 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 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
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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:
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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 Ceridian Corporation 2000 Director Performance
Incentive Plan (incorporated by reference to Exhibit
A to Ceridian Corporation's Proxy Statement for
Annual Meeting of Stockholders, May 25, 2000).
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;
(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
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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 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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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 15th day of
June, 2000.
CERIDIAN CORPORATION
By: /s/ Ronald L. Turner
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Ronald L. Turner
Chairman, President and
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Ronald L. Turner, 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 15th day of June, 2000.
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Signature Title
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<S> <C>
/s/ Ronald L. Turner Chairman, President, Chief Executive Officer
--------------------------------------- and Director (principal executive officer)
Ronald L. Turner
/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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SIGNATURES CONTINUED
/s/ Bruce R. Bond Director
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Bruce R. Bond
/s/ William J. Cadogan Director
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William J. Cadogan
/s/ Nicholas D. Chabraja Director
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Nicholas D. Chabraja
Director
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Robert H. Ewald
/s/ Ronald T. LeMay Director
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Ronald T. LeMay
/s/ George R. Lewis Director
---------------------------------------
George R. Lewis
/s/ Carole J. Uhrich Director
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Carole J. Uhrich
Director
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Paul S. Walsh
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EXHIBIT INDEX
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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 Ceridian Corporation 2000 Director Performance Incentive Plan Incorporated by reference to Exhibit A to
Ceridian Corporation's Proxy Statement
for Annual Meeting of Stockholders,
May 25, 2000
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