Registration _________
As filed with the Securities and Exchange Commission on_________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
CCH INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE 36-0936850
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
2700 Lake Cook Road, Riverwoods, Illinois 60015
(Address of principal executive offices) (Zip Code)
COMMERCE CLEARING HOUSE, INC. 1993 LONG TERM INCENTIVE PLAN
CCH INCORPORATED
2700 Lake Cook Road
Riverwoods, Illinois 60015
Attn: Kenneth J. Ashley, Corporate Secretary
(708) 267-2040
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed
Proposed Maximum
Maximum Aggregate Amount of
Title of Securities Amount to be Offering Price Offering Registration
to be Registered Registered (1) Per Share (2) Price (2) Fee (2)
Class B Common stock, 2,000,000 shares $20.8125 $41,625,000 $14,353.45
$1.00 par value
(1)An indeterminable number of additional shares as may become issuable
pursuant to the antidilution provisions of the plan is hereby registered
pursuant to Rule 416(a) under the Securities Act of 1933.
(2)In accordance with Rule 457(h) under the Securities Act of 1933,
calculated on the basis of the average of the high and low prices for the
registrant's Class B common stock on the NASDAQ on August 15, 1995, as
reported by the Wall Street Journal (Midwest Edition). Such price
and aggregate price are included solely for the purpose of calculating the
registration fee.
PART I
Item 1. Plan Information
Not required to be included herewith.
Item 2. Registrant Information and Employee Plan Annual Information
Not required to be included herewith.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by the registrant with the Securities and
Exchange Commission are hereby incorporated herein by reference.
(a) The registrant's Annual Report on Form 10-K filed on
March 30, 1995.
(b) The registrant's Form 10-Q filed on August 11, 1995, Form 10-Q
filed on May 15, 1995 and Form 8-K filed on January 24, 1995.
(c) The description of the registrant's common stock contained in the
registration statement filed on March 14, 1991, including any amendment
or report filed for the purpose of updating such description.
All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended, prior to the filing of a post-effective amendment to this
registration statement which indicates that all of the shares of
Class B common stock offered hereby have been sold or which deregisters
all of such shares 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. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
registration statement 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 such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part
of this registration statement.
The consolidated financial statements and the related financial statement
schedules of the Company incorporated in this Prospectus by reference
from the Company's Annual Report on Form 10-K for the year ended December
31, 1994 have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their reports, which are incorporated herein by reference, and have
been so incorporated in reliance upon the reports of such firm given upon
their authority as experts in accounting and auditing.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
The legality of the common stock offered hereby was passed upon by Ms. Mary
Ann Hynes, who beneficially owns less than 1% of each class of CCH shares
under the CCH Employees Profit Sharing Plan and holds options to purchase
3,000 shares which will become exercisable in 1997.
Item 6. Indemnification of Directors and Officers
Section 145 of the General Corporation Law of Delaware empowers the
registrant to indemnify, subject to the standards set forth therein,
any person in connection with any action, suit or proceeding brought
or threatened by reason of the fact that he is or was a director,
officer, employee or agent of the registrant, or is or was serving
as such with respect to another corporation at the request of the
registrant. The General Corporation Law of Delaware also provides
that the registrant may purchase indemnification insurance on
behalf of any such director, officer, employee or agent. Article
Nine of the registrant's Restated Certificate of Incorporation
and Section 7 or Article VII of the registrant's By-Laws each
provide for the indemnification by the registrant of each director,
officer or employee of the registrant to the fullest extent permitted
by the General Corporation Law of Delaware.
Under an insurance policy maintained by the registrant, the directors
and officers of the registrant are insured, within the limits and
subject to the limitations of the policy, against certain
expenses in connection with the defense of certain claims, actions, suits or
proceedings, and certain liabilities which might be imposed as a result of
such claims, actions, suits or proceedings, which may be brought against them
by reason of being or having been such directors and officers.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The following exhibits are filed with or incorporated by reference into this
registration statement (numbering corresponds to Exhibit Table in Item 601 of
Regulation S-K):
Exhibit Number
4.1 Commerce Clearing House, Inc. 1993 Long Term Incentive Plan
5.1 Opinion of Mary Ann Hynes, General Counsel, including consent
24.1 Consent of Deloitte & Touche LLP as Independent Auditors
24.2 Consent of Mary Ann Hynes, General Counsel (included in Exhibit 5.1)
25.1 Power of Attorney
Item 9. Undertakings
(a) Rule 415 Offering. 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 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;
(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 (a)(1)(i) and (a)(1)(ii) do 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 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) Rule 415 Offering Incorporating Documents by Reference. 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 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 this
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at the time shall be deemed to be the initial bona fide
offering thereof.
(c)-(g) Not applicable.
(h) Form S-8 Registration Statement. 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
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.
(i)-(j) Not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, CCH Incorporated
certified 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 Riverwoods, State of Illinois, on this 17th day of
August, 1995.
CCH Incorporated
By: /s/ Kenneth J. Ashley
Kenneth J. Ashley
Corporate Secretary & Treasurer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on
the dates indicated.
Principal Executive Officers:
/s/ Oakleigh Thorne Date: August 17, 1995
Oakleigh Thorne
President, CEO & Director
/s/ Ralph C. Whitley Date: August 17, 1995
Ralph C. Whitley
Executive Vice President & Director
Principal Financial Officer:
/s/ John I. Abernethy Date: August 17, 1995
John I. Abernethy
Chief Financial Officer
Principal Accounting Officer:
/s/ Norman H. Plaistowe Date: August 17, 1995
Norman H. Plaistowe
Controller
Directors:
/s/ John C. Burton Date: August 17, 1995
John C. Burton
Director
/s/ William C. Egan, III Date: August 17, 1995
William C. Egan, III
Director
/s/ Edward L. Massie Date: August 17, 1995
Edward L. Massie
Director
/s/ Robert H. Mundheim Date: August 17, 1995
Robert H. Mundheim
Director
/s/ Daniel K. Thorne Date: August 17, 1995
Daniel K. Thorne
Director
/s/ Oakleigh Thorne Date: August 17, 1995
Oakleigh Thorne
Director, President & CEO
/s/ Oakleigh B. Thorne Date: August 17, 1995
Oakleigh B. Thorne
Director & Chairman
of the Board
/s/ Ralph C. Whitley Date: August 17, 1995
Ralph C. Whitley
Director & Executive Vice President
Exhibit 25.1
POWER OF ATTORNEY
The undersigned officers and directors of CCH Incorporated hereby constitute
and appoint Kenneth J. Ashley, the true and lawful agent and attorney-in-fact
of the undersigned with full power and authority to sign for the undersigned
in their names, in any and all capacities, any and all amendments (including
post-effective amendments) to this Registration Statement and generally to
take all such steps as may be necessary or appropriate to enable CCH
Incorporated to comply with the provisions of the Securities Act of
1933, as amended, and all requirements of the Securities and Exchange
Commission
related thereto, hereby ratifying and confirming all acts taken by such
agent and attorney-in-fact, as herein authorized.
Signature Capacity Date
/s/ John C. Burton Director August 17, 1995
John C. Burton
/s/ William C. Egan, III Director August 17, 1995
William C. Egan, III
/s/ Edward L. Massie Director August 17, 1995
Edward L. Massie
/s/ Robert H. Mundheim Director August 17, 1995
Robert H. Mundheim
/s/ Daniel K. Thorne Director August 17, 1995
Daniel K. Thorne
/s/ Oakleigh Thorne Director, President & CEO August 17, 1995
Oakleigh Thorne
/s/ Oakleigh B. Thorne Director & Chairman of August 17, 1995
Oakleigh B. Thorne the Board
/s/ Ralph C. Whitley Director & Executive Vice August 17, 1995
Ralph C. Whitley President
Exhibit 5.1 and 24.2
August 17, 1995
CCH Incorporated
2700 Lake Cook Road
Riverwoods, Illinois
Re: Registration Statement on Form S-8
Dear Sirs:
In my capacity as General Counsel of CCH Incorporated, a Delaware corporation
(the "Company"), I have represented the Company in connection with the filing
by the Company of a registration statement of Form S-8 (the "Registration
Statement") relating to shares of the Company's Class B common stock, par
value $1.00 per share (the "Shares"), to be issued in accordance with, and
upon the exercise of options granted pursuant to the Commerce Clearing House,
Inc. 1993 Long Term Incentive Plan, (the "Plan"). In this connection, I,
or attorneys acting under my direction, have examined originals, or copies
certified or otherwise identified to my satisfaction, of the Plan, and
such other documents, corporate and other records, certificates and other
papers as I have deemed it necessary to examine for the purpose of this
opinion.
Based on such examination, it is my opinion that:
1. The Company is a corporation duly organized and legally existing under the
laws of the State of Delaware.
2. The Company has taken all action necessary to authorize the issuance of
the Shares in accordance with the Plan and upon the exercise of options
granted pursuant to the Plans.
3. Such of the Shares as may be issued in accordance with the Plan and upon
the exercise of options granted pursuant to the Plan will, upon such
issuance, constitute legally issued, fully paid and nonassessable Shares of
the Company.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, I do not admit that I am
within the category of persons whose consent is required by Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations promulgated
thereunder.
Very truly yours,
/s/ Mary Ann Hynes
Mary Ann Hynes
General Counsel
CCH Incorporated
Exhibit 24.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of CCH Incorporated on Form S-8 of our report dated February 9, 1995,
incorporated by reference in the Annual Report on Form 10-K of CCH
Incorporated for the year ended December 31, 1994 and to the reference to us
under the heading "Item 3: Incorporation of Documents by Reference" in the
Registration Statement.
DELOITTE & TOUCHE LLP
Chicago Illinois
August 17, 1995
SUMMARY OF THE COMMERCE CLEARING HOUSE, INC.
1993 Long Term Incentive Plan
This document, together with the copy of the Commerce Clearing House, Inc.
1993 Long Term Incentive Plan (the "Plan") attached as Exhibit A (which is
incorporated herein by reference), provides important information regarding
the terms of the Plan and constitutes part of a prospectus covering
securities that have been registered under the Securities Act of 1933, as
amended (the "1933 Act"). All descriptions of the Plan provisions contained
in this prospectus are qualified in their entirety by reference to the
actual Plan provisions. All terms used bu not defined herein shall have
the meanings ascribed thereto in the Plan.
Eligibility for Incentive Awards
The Plan as amended is intended to promote the interests of the Company and
its shareholders by providing the Company and its affiliates' key employees
with appropriate incentives and rewards to encourage them to continue in the
employ of the Company and its affiliates and to maximize their performance.
The Compensation Committee (the "Committee") of the Board of Directors of CCH
Incorporated (the "Company") may, in its discretion, grant Incentive Awards
under the Plan to key employees, of the Company (including officers of the
Company, whether or not they are directors of the Company). Directors who are
neither employees or officers of the Company and its affiliates are not
eligible to receive Incentive Award(s) under the Plan. When used in this
prospectus, the term "Company" includes the Company and its Affiliates unless
the context does not allow for such an interpretation. Eligible persons
may be granted Incentive Award(s) by the Committee in its discretion. A
person who receives an Incentive Awards under the Plan is referred to as a
"Participant" in this prospectus.
Nothing contained in this prospectus, the Plan or any Incentive Award granted
under the Plan confers upon any Participant any right to be retained in the
service of the Company, nor does it interfere with the right of the Company
to terminate his or her employment at any time.
As of July 20, 1995, there were 54 Key Employees to whom grants had been made
under the Plan.
Option Grant, Exercise Price and Term
Subject to adjustment as provided under Paragraph 14 of the Plan, The
Committee may grant (a) Options, shares of Restricted Stock, and Stock
Bonuses with respect to a total of not more than 2,000,000 shares of Class B
common stock, $1.00 par value, of the Company ("Common Stock") and (b) Stand
Alone SARs, shares of Phantom Stock and Cash Tax Bonuses with respect to no
more than 2,000,000 shares of Common Stock. Also subject to Paragraph 14
adjustment, individual Participants will not be granted Incentive Awards
(of Options, LSARs, Tandem SAR's, Stand-Alone SARs, Restricted Stock Phantom
Stock, Stock Bonus, or Cash Bonus) with respect to more than 125,000 shares.
The right to grant Incentive Awards under the Plan will terminate upon the
expiration of 10 years from the date the Plan was initially adopted.
Currently there are outstanding grants under the Plan with respect to
1,218,000 shares of Common Stock.
The date of this Prospectus is August 17, 1995
Although the Plan provides that the Committee may grant to Participants: (i)
Non-Qualified Stock Options or Incentive Stock Options, (ii) LSARS, (iii)
Tandem SARS, (iv) Stand-Alone SARS, (v) shares of Restricted Stock, (vi)
shares of Phantom Stock, (vii) Stock Bonuses, (viii) Cash Tax Bonuses and
(ix) Stand-Alone Cash Bonuses, the Committee has customarily granted only
Non-Qualified Stock Options under the Plan. The summary of the Plan provided
below generally relates only to Non-Qualified Stock Options. In the event
that any of the other types of Incentive Awards permitted under the Plan are
granted, the Company will provide supplementary information regarding such
Incentive Awards. The option exercise price of Non-Qualified Stock Options
shall be determined by the Committee. The Committee determined that the
exercise price in 1993 was the fair market value on the date of grant, i.e.,
the average of the high and, low-trading prices of the Class B Common Stock
on the NASDAQ Tape (as reported in The Wall Street Journal, Midwest Edition)
on the date of grant. While there is no assurance that the Committee
will continue to grant options as it has in the past, the Committee
generally has granted options to eligible persons annually in February. The
Committee also generally has considered granting options to newly hired key
employees.
Each Option shall become exercisable on such date or dates, during such
period, and for such number of shares as is determined by the Committee on
the date of grant provided that no Option shall be exercisable after the
expiration of 10 years from the date such Option was granted, and subject to
earlier termination, expiration or cancellation as provided in the Plan.
Special limitations apply to Inventive Stock Options granted under the Plan.
Exercise of Option
An Option may be exercised by giving written notice to the Secretary of the
Company, no less than one business day in advance of the proposed exercise
date. Notice shall be accompanied by the agreements evidencing the Option
(and any related LSARs and Tandem SARs) and shall specify the number of
shares with respect to which the Option is being exercised and the proposed
exercise date. The full purchase price for the shares to be purchased is due
on the exercise date in any combination of (i) cash, bank cashier's check or
wire transfer (ii) by shares of Common Stock (if approved by the
Committee) or (iii) (subject to Committee approval) by a "cashless exercise."
The per share value of Common Stock used as payment upon exercise of a stock
option shall be determined as provided in Paragraph 6(c) (3)(iii) of the
Plan. There are certain restrictions upon "cashless exercises" by
Participants subject to Sec. 16(b) of the Securities Exchange Act of 1934, as
amended, (the "Exchange Act"). Exercise forms are available from the
Company's Secretary (telephone 708/267-2040) or Company's Assistant
Secretary (telephone 708/267-2277), and the members of that Office can help
with completing the forms or assist with other questions that Participants
may have concerning their Incentive Awards.
At the time an option is exercised, the Company may require the Optionee to
pay the Company in cash the amount of the tax required to be withheld to
comply with applicable laws. See "Federal Income Tax Consequences" below.
The Participants, subject to Paragraph 18(d) restrictions, may satisfy this
withholding obligation, in whole or in part, by having the Company withhold
shares of Common Stock, or, if the Committee so determines, by delivering
shares of Common Stock having a values equal to the amount required to be
withheld. For this purpose, the per share value of Common Stock shall be
determined as provided in Paragraph 18(c) of the Plan.
Option Exercisability After Termination of Employment or Consulting
Arrangement
If the employment of a Participant with the Company is involuntary terminated
for any reason other than Cause, Retirement, Disability or Death, such
Optionee's vested options will expire and all rights to purchase shares
pursuant thereto shall terminate three months after the termination date.
Unvested Options expire at the close of business on the date of such
termination.
In the event of voluntary termination (for any reason other than Cause,
Retirement at age 65 or older, Disability or Death), vested Options shall
remain exercisable for one month after termination. Unvested Options expire
at the close of business on the date of such termination.
In the event of termination of employment because of Death, Disability or
Retirement at age 65 or older, vested Options shall remain exercisable until
the expiration of the term of the Option. Unvested Options expire at the
close of business on the termination date.
In the event of involuntary termination for Cause, all Options expire at the
commencement of the termination business day.
Income Tax Consequences
The following discussion is not intended to be a complete statement of the
federal income tax consequences of the granting or exercising of Options
under the Plan. Because of the complexity of the tax laws, Participants
should consult their own tax advisers for further information.
A Participant will not be deemed to receive any income at the time a
Non-Qualified Stock Option is granted, nor will the Company be entitled to a
deduction at that time. However, when any part of a Non- Qualified Stock
Option is exercised, the Participant will be deemed to have received
compensation taxable as ordinary income in an amount equal to the excess of
(i) the fair market value of the shares received on the exercise of the
Non-Qualified Stock Option over (ii) the exercise price of the Non-Qualified
Stock Option.
The taxability of a Participant who is subject to the reporting and short
swing profit recovery provisions of Section 16 of the Exchange Act (a
"Section 16 Person") may be modified slightly. A Section 16 Person will not
be deemed to receive any income at the time a Non-Qualified Stock Option is
granted, nor will the Company be entitled to a deduction at that time.
However, upon the exercise of the non-Qualified Stock Option, the Section 16
Persons will be deemed to have received compensation taxable as ordinary
income in an amount equal to the excess of(i)the fair market value of the
shares received on the exercise of the non-Qualified Stock Option on the
later to occur of (A) the date of exercise or (B) six months after the date
on which the Non-Qualified Stock Option was awarded to the Section 16 Person
(unless the Section 16 Person files an appropriate election under Section
83(b) of the Internal Revenue Code of 1986 (the "Code") within 30 days of the
date on which the Participant exercises the Non-Qualified Stock Option over
(ii) the exercise price of the Non-Qualified Stock Option. The Section 16
Person's basis in the shares of Common Stock acquired pursuant to the
exercise of the Non-Qualified Stock Option is the sum of the exercise price
of the option and the amount of such income required to be recognized.
Upon any subsequent sale of the shares acquired upon the exercise of a
Non-Qualified Stock Option, any gain (the excess of the amount received over
the fair market value of the shares on the date ordinary income was
recognized) or loss (the excess of the fair market value of the shares on
the date ordinary income was recognized over the amount received) will be a
long-term capital gain or loss if the sale occurs more than one year after
such date or recognition and otherwise will be a short-term capital gain
or loss. A Section 16 Person's holding period for purpose of
determining whether any such gain or loss is short- or long-term is measured
from the later to occur of (i) the date the Non-Qualified Stock Option is
exercised or (ii) 6 months after the Non-Qualified Stock Option was granted
(unless the Section 16 person files an appropriate election under Section 83
(b) of the Code within 30 days of the date the Participant exercises the
Non-Qualified Stock Option). The Company will be entitled to a tax deduction
in an amount equal to the amount of compensation taxable as ordinary income
recognized by the Participant.
If all or any part of the exercise price of a Non-Qualified Stock Option is
paid by the Participant with previously owned shares of Common Stock, no gain
or loss will be recognized on the shares surrendered in payment. The number
of shares received on such exercise of the Non-Qualified Stock Option that is
equal to the number of shares surrendered will have the same basis and
holding period, for purposes of determining whether subsequent dispositions
result in long-term or short-term capital gain or loss, as the basis and
holdling period of the shares surrendered. The balance of the shares
received on such exercise will be treated for federal income tax purposes as
described in the preceding paragraphs as though issued upon the exercise of
the Non-Qualified Stock Option for an exercise price equal to the
consideration, if any, paid by the Participant in cash. The Participant's
compensation, which is taxable as ordinary income upon such exercise, and the
Company's deduction, will not be affected by whether the exercise price is
paid in cash or in shares of Common Stock.
Tax consequences different from or in addition to those described above may
result in the event of an exercise of an option after the termination of a
Participant's employment by reason of death. In addition, various state laws
may provide for tax consequences that vary significantly from those described
above.
Section 162(m) of the Code places limits on tax deductions for compensation
paid to certain "covered employees" in excess of $1 million beginning in 1994
(the "Million Dollar Limit"). Grants of Non- Qualified Stock Options (and
grants of Incentive Stock Options, Tandem SARs, LSARs, and Stand-Alone SARs)
likely will qualify under proposed regulations for an exemption from the
Million Dollar Limit for "performance-based compensation." However, the Plan
provides that if and to the extent the Committee determines the Company's
federal tax deduction in respect of an Incentive Award may be limited as a
result of Section 162(m) of the Code, the Committee may, among other actions,
delay payment in respect of Options until a date that is within 30 days after
the earlier to occur of (i) the date the Participant ceases to be a "covered
employee" under Section 162(m) of the Code and (ii) the occurrence of a
Change in Control. If a Participant exercises an Option at a time that such
Participant is a "covered employee," and the Committee elects to so delay
payment, the Committee will credit cash (or in the case of an amount
payable in Company Stock, the Fiar Market Value of the Company Stock)
payable to the Participant to a book account. Any such book account will
represent only an unfunded unsecured promise to a pay the amount credited to
the Participant in the future.
Participants should consult their own tax advisers for further guidance.
Any payments with respect to the exercise of options upon a Change in Control
(as defined and discussed under "Change in Control" below) may have adverse
federal income tax consequences with respect to the Participants and the
Company. The repurchase or accelerated exercise of stock options may be
treated in whole or in part as an "excess parachute payment," depending on
the nature of the event constituting a Change in Control, the compensation
history of the Participant, and on whether such Participant can establish
that a payment or accelerated exercise is reasonable compensation for
services actually rendered. The Internal Revenue Code disallows a deduction
for any excess parachute payment and imposes a 20% excise tax on the
recipient of any excess parachute payment.
Change in Control
Upon occurrence of any Change in Control, each Option granted and outstanding
becomes fully and immediately exercisable and remains so until expiration,
termination or cancellation.
"Change in Control" shall mean the occurrence of any of the following: (i)
any "person" (as such term is used in Sections 13(d) and 14(d) of the
Exchange Act, an "Acquiring Person" becomes the "beneficial owner" (as such
term is defined in Rule 13d-3 promulgated under the Exchange Act), directly
or indirectly, of securities of the Company (A) representing 25% or more of
the combined voting power of the Company's then outstanding securities and
(B) representing voting power in excess of the combined voting power of the
Thorne Family Interests, excluding any person whose beneficial ownership is
considered part of the Thorne Family Interests and excluding any employee
benefit plan sponsored or maintained by the Company (or any trustee of such
plan acting as trustee); (ii) the Company's stockholders approve an agreement
to merge or consolidate the Company with another corporation (other than a
corporation 50% or more of which is controlled by, or is under common control
with, the Company); (iii) individuals who, as of February 11, 1993,
constitute the Board of Directors (the "Incumbent Board") cease for any
reason to constitute at least a majority of such Board; provided, however,
that any individual who becomes a director of the Company subsequent to
February 11, 1993, whose election, or nomination for election by the Company's
stockholders, was approved by the vote of at least a majority of the
directors then comprising the Incumbent Board shall be deemed to have been a
member of the Incumbent Board; and provided further, that no individual who
was initially elected as a director of the Company as a result of an actual
or threatened election contest, as such terms are used in Rule 14a-1
of Regulation 14A promulgated under the Exchange Act, or any other actual
or threatened solicitation of proxies or consents by or on behalf of any
person other than the Board of Directors shall be deemed to have been a
member of the Incumbent Board; or (iv) a majority of the Board determines in
its sole and absolute discretion that there has been a Change in Control of
the Company or that there will be a Change in Control of the Company upon the
occurrence of certain specified events and such events occur.
Restrictions on Resale
Shares of Common Stock acquired by Participants who are not deemed
"affiliates" of the Company may be freely sold by such Participants without
registration under the 1933 Act. Public resales by Participants who are
deemed "affiliates" of the Company will be subject to registration under the
1933 Act unless there exists an exemption to such registration requirement,
such as compliance with the applicable requirements of Rule 144 under the
1933 Act.
Administration
The Plan is administered by the Committee, whose interpretations of the
provisions of the Plan are final and conclusive. Members of the Committee
are appointed annually by the Board of Directors of the Company. The names
of the members of the Committee are listed each year in the Company's
definitive proxy statement relating to its annual meeting of stockholders.
Additional information about the Plan and its administrators may be obtained
by contacting the Committee. The Committee may be addressed in care of
the Secretary of the Company at 2700 Lake Cook Road, Riverwoods, Illinois
60015 telephone 708/267-2040/Assistant Secretary 708/267-2277).
Other Information
The Plan is not subject to the Employee Retirement Income Security Act of
1974, as amended, nor is the Plan qualified under Section 401(a) of the Code.
Shares delivered under the Plan to Participants upon the exercise of stock
options may be either authorized and unissued shares or treasury shares of
Common Stock. As options granted under the Plan lapse, terminate or are
cancelled, any unpurchased shares which were subject to such options become
available for issuance pursuant to additional options which may be granted
under the Plan.
No Incentive Award granted under the Plan is assignable or transferable other
than by will or the laws of descent and distribution, and each option is
exercisable, during the Participant's lifetime, only by the Participant.
A failure by a Participant (or beneficiary) to comply with any of the terms
and conditions of the Plan or the agreement evidencing an Incentive Award
shall be grounds for the cancellation and forfeiture of such Incentive Award,
in whole or in part, at the discretion of the Committee, unless such failure
is remedied by the Participant or beneficiary within ten days after having
been notified of such failure by the Committee.
Information regarding the number of shares subject to outstanding options,
option prices, exercises, expiration dates and the approximate number of
persons participating in the Plan is included each year in the Company's
Annual Report to stockholders or definitive proxy statement relating to its
annual meeting of stockholders.
Documents Incorporated by Reference
The following documents filed by the Company with the Securities and Exchange
Commission are incorporated herein by reference:
(i) The registrant's Annual Report on Form 10-K filed on March 30, 1995.
(ii) The registrant's Form 10-Q filed on August 11, 1995, Form 10-Q filed on
May 15, 1995 and Form 8-K filed on January 24, 1995.
(iii) The description of the registrant's common stock contained in the
registration statement filed on March 14, 1991, including any amendment or
report filed for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to the registration statement of which this
prospectus is a part which indicates that all of the shares of Common Stock
offered hereby have been sold or which deregisters all of such shares then
remaining unsold, 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.
A copy of any information (other than exhibits thereto) incorporated by
reference into this prospectus will be provided without charge, upon written
or oral request, to any person to whom this prospectus is delivered.
Requests may be direct to: CCH Incorporated, 2700 Lake Cook Road, Riverwoods,
Illinois 60015, Attn: Corporate Secretary (telephone 708\276-2040\Assistant
Secretary 708\267-2277).
Exhibit 4.1
CCH INCORPORATED
1993 LONG TERM INCENTIVE PLAN
Incorporated by Reference on Form DEF 14A (Proxy Statement) on March 3, 1994.
